EXHIBIT (h)(5)
ADDENDUM TO AGENCY AGREEMENT
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The Agency Agreement, made the 1st day of July, 1990 and subsequently
amended on January 4, 1994, August 15, 1994, November 20, 1995, and December 18,
1998, by and between PACIFIC SELECT FUND ("Fund"), a Massachusetts business
trust having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and PACIFIC LIFE INSURANCE COMPANY ("Pacific Life"), a
California Corporation, having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Agreement") is hereby
amended by the addition of the provisions set forth in this Addendum to the
Agreement ("Addendum"), which is made this 27th day of August, 1999.
WHEREAS, pursuant to the Agreement, the Fund has appointed Pacific Life as
Transfer Agent and Dividend Disbursing Agent and Pacific Life has accepted such
appointment;
WHEREAS, the Fund is authorized to issue its shares of beneficial interest
(hereinafter "Shares") in separate series (each, a "Portfolio" and collectively,
the "Portfolios") with each such Portfolio representing interests in securities
and other assets;
WHEREAS, the Fund may establish multiple Portfolios, as described in the
Fund's prospectus, which may be amended and supplemented from time to time, and
the Fund may add or eliminate Portfolios from time to time;
WHEREAS, the Fund historically has offered Shares, other than shares for
initial investment capital, solely to separate accounts of Pacific Life for
purposes of serving as an investment vehicle for variable annuity contracts and
variable life insurance contracts issued by Pacific Life;
WHEREAS, the Fund has adopted a Multi-Class Plan, pursuant to which each
Portfolio is authorized to establish multiple classes of Shares that reflect
differing service or distribution arrangements;
WHEREAS, the Fund may offer its Shares (i) to qualified institutional
investors including, but not limited to, separate accounts of Pacific Life and
separate accounts of other insurance companies that fund variable life insurance
policies and variable annuity contracts issued by such insurance companies (the
"Variable Contracts"); and (ii) in connection with individual retirement
accounts and qualified retirement plans under Sections 401 and 403(b) of the
Internal Revenue Code ("IRC"), and qualified deferred compensation arrangements
under IRC Section 457 (collectively, the "Qualified Plans");
WHEREAS, the Fund may issue Shares in multiple classes to different types
of investors, the Fund believes it is appropriate to provide services to those
investors in different classes that require different levels of service;
WHEREAS, the Fund desires that Pacific Life continue to serve as Transfer
Agent and Dividend Disbursing Agent for the class of Shares offered to separate
accounts of Pacific Life and separate accounts of other life insurance companies
that fund Variable Contracts ("Class S Shares");
WHEREAS, Pacific Life is willing to continue to serve in such capacity for
Class S Shares;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. The Fund hereby employs and appoints Pacific Life as Transfer Agent and
Dividend Disbursing Agent with respect to Class S Shares of the Portfolios
listed on the Schedule of Portfolios, attached hereto, as provided for in the
Agreement, subject to the terms and conditions as specified in the Agreement and
this Addendum, including the compensation provisions in Section six (6)
("Compensation and Expenses") of the Agreement and in the Compensation Schedule
("Exhibit C") attached thereto. The terms of the Agreement and this Addendum
thereto apply to Class S Share only.
2. The Agreement is hereby amended as follows:
A. Section 4.E. is amended to read:
E. Subject to provisions of Sections 20. and 21. of the Agreement,
Pacific Life agrees that it will perform all of the usual and ordinary services
of Transfer Agent and Dividend Disbursing Agent and as Agent for the various
Class S shareholder accounts, including, without limitation, the following:
issuing, transferring and canceling certificates of shares of beneficial
interest, maintaining all shareholder accounts, preparing shareholder meeting
lists, arranging for mailing shareholder reports and prospectuses, arranging for
mailing of proxies and receipt and tabulation of proxies, withholding taxes on
non-resident alien and foreign corporation accounts, for pension and deferred
income, backup withholding or other instances agreed upon by the parties,
preparing and mailing checks for disbursing of income dividends and capital gain
distributions, preparing and filing U.S. Treasury Department Form 1099 for all
shareholders, preparing and mailing confirmation forms to shareholders and
dealers with respect to all purchases and liquidations of Fund shares and other
transactions in shareholder accounts for which confirmations are required,
recording reinvestments of dividends and distributions in Fund shares, recording
redemptions of Fund shares and preparing for payments upon redemption and for
disbursements.
B. Section 6.B is amended to read:
B. Fund agrees to promptly reimburse Pacific Life for all
reasonable out-of-pocket expenses or advances incurred by Pacific Life in
connection with mailing stock certificates, envelopes, check forms, continuous
forms, forms for reports and statements, stationery, and other similar items,
telephone and telegraph charges incurred in answering inquiries from dealers of
shareholders, microfilm used each year to record the previous year's transaction
in shareholder accounts and computer tapes used for permanent storage of records
and cost of insertion of materials in mailing envelopes by outside firms.
Pacific Life will provide to Fund, at least quarterly, a detailed accounting of
all out-of-pocket expenditures made by Pacific Life on behalf of Fund.
C. Exhibit A is amended to read as attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ ▇▇▇▇▇▇ ▇. Milfs By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. Milfs Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary Title: Chairman of the Board and Trustee
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ ▇▇▇▇▇▇ ▇. Milfs By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. Milfs Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary Title: Chairman & CEO
Attest: /s/ ▇▇▇▇▇▇ ▇. Milfs By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. Milfs Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary Title: President
EXHIBIT A
TRANSFER AGENCY SERVICES AND SYSTEMS FEATURES
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FUNCTIONS
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A. Issuance of stock certificates
B. Recording of non-certificate shares
C. Purchase, redemptions, exchanges, transfers and legals
D. Changes of address, etc.
E. Daily balancing of Fund
F. Dividend calculation and disbursement
G. Arranging for mailing of semi-annual and annual reports and prospectuses to
existing shareholders
H. Arranging for mailing of proxies and receipt and tabulation of proxies
I. Filing 1099/1042 information to shareholders and government
J. Reconcilement of dividend and disbursement accounts
K. Daily communication of reports to Funds
L. Provide listings, labels and other special reports
M. Wire order processing
Schedule of Portfolios
Portfolios for which services are rendered to Class S Shares:
Money Market Portfolio
High Yield Bond Portfolio
Managed Bond Portfolio
Government Securities Portfolio
Growth Portfolio (to be renamed Small-Cap Equity Portfolio)*
Aggressive Equity Portfolio
Growth LT Portfolio
Equity Income Portfolio
Multi-Strategy Portfolio
Large-Cap Value Portfolio
Mid-Cap Value Portfolio
Equity Portfolio
Bond and Income Portfolio
Equity Index Portfolio
Small-Cap Index Portfolio
REIT Portfolio
International Portfolio (to be renamed International Value Portfolio)*
Emerging Markets Portfolio
International Large-Cap Portfolio*
Diversified Research Portfolio*
*Effective January 1, 2000
