EXHIBIT (D)(32)
FORM OF
PORTFOLIO MANAGEMENT AGREEMENT
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This Portfolio Management Agreement (this "Agreement") is made effective
this December 1, 2002 by and among Pacific Life Insurance Company ("Investment
Adviser"), a California corporation, OppenheimerFunds, Inc. ("Portfolio
Manager"), a Colorado Corporation, and Pacific Select Fund (the "Fund"), a
Massachusetts Business Trust.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
("SEC") as an open-end, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund currently offers multiple portfolios ("Portfolios"), one
or more of which the Fund and Investment Adviser desire to retain the Portfolio
Manager to render investment advisory services hereunder, and with respect to
which the Portfolio Manager is willing to do so; and
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Advisers Act; and
WHEREAS, the Fund has retained the Investment Adviser to render investment
advisory services to the various Portfolios of the Fund pursuant to an Advisory
Agreement as amended, and such Agreement authorizes the Investment Adviser to
engage a portfolio manager to discharge the Investment Adviser's
responsibilities with respect to the investment management of such Portfolios, a
copy of which has been provided to the Portfolio Manager; and
WHEREAS, the Fund and the Investment Adviser desire to retain Portfolio
Manager to furnish investment advisory services to one or more Portfolios of the
Fund, and the Portfolio Manager is willing to furnish such services to such
Portfolios and the Investment Adviser in the manner and on the terms hereinafter
set forth; and
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Fund, the Investment
Adviser, and the Portfolio Manager as follows:
1. APPOINTMENT. The Fund and Investment Adviser hereby appoint
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OppenheimerFunds, Inc. to act as Portfolio Manager to the Portfolios listed on
Exhibit A (the "Portfolios") for the periods and on the terms set forth in this
Agreement. Portfolio Manager accepts such appointment and agrees to furnish
services herein set forth for the compensation
herein provided. In the event Investment Adviser wishes to retain Portfolio
Manager to render investment advisory services to one or more portfolios, other
than the Portfolios listed on Exhibit A, Investment Adviser shall notify
Portfolio Manager in writing. If Portfolio Manager is willing to render such
services, it shall notify the Fund and Investment Adviser in writing, whereupon
such portfolio(s) shall become a Portfolio hereunder, and be subject to this
Agreement.
2. PORTFOLIO MANAGER DUTIES.
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Portfolio Manager shall, subject to the supervision of the Pacific Select
Fund's Board of Trustees and the Investment Adviser, provide a continuous
investment program for the Portfolios and determine the composition of the
assets of the Portfolios. The Portfolio Manager will provide investment research
and analysis, which may include computerized investment methodology, and will
conduct a continuous program of investment and reinvestment of the Portfolios'
assets by determining the securities, cash and other investments, including, but
not limited to, futures and options contracts, if any, that shall be purchased,
entered into, retained, sold, closed, or exchanged for the Portfolios, when
these transactions should be executed, and what portion of the assets of the
Portfolios should be held in the various securities and other investments in
which it may invest, and the Portfolio Manager is hereby authorized to execute
and perform such services on behalf of the Portfolios. To the extent permitted
by the written investment policies of the Portfolios and in accordance with the
Portfolio Manager's judgment, the Portfolio Manager may make decisions for the
Portfolios as to foreign currency matters and make determinations as to the
retention or disposition of foreign currencies or securities or other
instruments denominated in foreign currencies, or derivative instruments based
upon foreign currencies, including forward foreign currency contracts and
options and futures on foreign currencies and shall execute and perform the same
on behalf of the Portfolios. Absent specific written instructions to the
contrary provided to the Portfolio Manager by the Investment Adviser, Portfolio
Manager is responsible for and authorized to and shall exercise tender offers
and exchange offers, and shall vote proxies on behalf of each Portfolio, each as
the Portfolio Manager determines is in the best interest of the Portfolio.
In performing these duties, the Portfolio Manager:
(a) Shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto (including any
no-action letters and exemptive orders which have been granted by the SEC to the
Fund, the Investment Adviser or the Portfolio Manager and received by the
Portfolio Manager), (2) all other applicable federal and state laws and
regulations pertaining to registered open-end investment management companies
and vehicles underlying variable annuity and/or variable life insurance
contracts, (3) any applicable written procedures, policies and guidelines
adopted by the Fund's Board of Trustees and furnished to Portfolio Manager, (4)
the Fund's objectives, investment policies and investment restrictions as stated
in the Fund's Prospectus and Statement of Additional Information as supplemented
or amended from time to time, as furnished to the Portfolio Manager, and (5) the
provisions of the Fund's Registration Statement filed on Form N-1A under
the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or
amended from time to time. Until the Investment Adviser delivers any supplements
or amendments to the Portfolio Manager, the Portfolio Manager shall be fully
protected in relying on the Fund's Registration Statement, procedures, policies
and guidelines previously furnished to the Portfolio Manager by the Investment
Advise, (6) Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), (7) the provisions of Section 817(h) of
the Code, applicable to the Portfolio and (8) any other applicable laws and
regulations including without limitation, proxy voting regulations.
(b) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments for
the Portfolios, for broker-dealer and futures commission merchant ("FCM")
selection, and for negotiation of commission rates. Absent instructions from
Investment Adviser to the contrary, Portfolio Manager shall place all orders for
the purchase and sale of securities for the Portfolio(s) with brokers or dealers
selected by Portfolio Manager, which may include brokers or dealers affiliated
with Portfolio Manager. Purchase or sell orders for the Portfolios may be
aggregated with contemporaneous purchase or sell orders of other clients of
Portfolio Manager. Portfolio Manager shall use its best efforts to obtain
execution of Portfolio transactions at prices that are advantageous to the
Portfolios and at commission rates that are reasonable in relation to the
benefits received. However, Portfolio Manager may select brokers or dealers on
the basis that they provide brokerage research, or other services or products to
the Portfolio(s) and/or other accounts serviced by Portfolio Manager.
The Portfolio Manager is authorized to open brokerage accounts on behalf of
the Portfolios in accordance with Fund procedures.
The Portfolio Manager may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker to effect
said transactions, and may enter into a contract in which the broker acts either
as principal or as agent.
The Portfolio Manager's primary consideration in effecting a security or
other transaction will be to obtain the best execution for the Portfolios,
taking into account the factors specified in the Prospectus and Statement of
Additional Information for the Fund, as they may be amended or supplemented from
time to time and furnished to the Portfolio Manager. The abilities of a
broker-dealer to obtain best execution of particular portfolio transaction(s)
will be judged by the Portfolio Manager on the basis of all relevant factors and
considerations including, insofar as feasible: the execution capabilities
required by the transaction or transactions; the ability and willingness of the
broker-dealer to facilitate the Portfolio's portfolio transactions by
participating
therein for its own account; the importance to the Portfolio of speed,
efficiency or confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or sold; as
well as any other matters relevant to the selection of a broker-dealer for
particular and related transactions of the Portfolio.
Subject to such policies as the Board of Trustees may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, the
Portfolio Manager shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of its
having caused the Portfolio to pay a broker or dealer, acting as agent, for
effecting a fund transaction at a price in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction, if
the Portfolio Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Portfolio Manager's (or its affiliates) overall
responsibilities with respect to the Portfolios and to its other clients as to
which it exercises investment discretion and not all such services or products
may be used by the Portfolio Manager in managing the Portfolios.
To the extent consistent with these standards, and in accordance with
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and subject to any other applicable laws and regulations including
Section 17(e) of the 1940 Act, the Portfolio Manager is further authorized to
place orders on behalf of the Portfolios through the Portfolio Manager if the
Portfolio Manager is registered as a broker or dealer with the SEC or as a FCM
with the Commodities Futures Trading Commission ("CFTC"), to any of its
affiliates that are brokers or dealers or FCMs or such other entities which
provide similar services in foreign countries, or to such brokers and dealers
that also provide research or statistical research and material, or other
services to the Portfolios or the Portfolio Manager. Such allocation shall be in
such amounts and proportions as the Portfolio Manager shall determine consistent
with the above standards, and, upon request, the Portfolio Manager will report
on said allocation to the Adviser and Board of Trustees of The Fund, indicating
the brokers, dealers or FCMs to which such allocations have been made.
The Portfolio Manager shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the basis of
its purported or "posted" commission rate but will, to the best of its ability,
endeavor to be aware of the current level of the charges of eligible
broker-dealers and to minimize the expense incurred by the Portfolios for
effecting its portfolio transactions to the extent consistent with the interests
of the Portfolio. Subject to the foregoing provisions of this provision, the
Portfolio Manager may also consider sales of shares of the Portfolios and other
funds advised by Portfolio Manager or its affiliates as a factor in the
selection of broker-dealers for the Portfolios' portfolio transactions.
(c) Portfolio Manager shall furnish Investment Adviser monthly, quarterly,
and annual reports concerning transactions and performance of each Portfolio in
such form as may be mutually agreed upon, and agrees to review and discuss the
management of each Portfolio. The Portfolio Manager will select which of its
officers and employees to make available pursuant to this provision. Portfolio
Manager shall permit the books and records maintained by the Portfolio Manager
with respect to each Portfolio to be inspected and audited by the Investment
Adviser at all reasonable times during normal business hours. Portfolio Manager
shall also provide Investment Adviser and the Fund with such other information
and reports as may reasonably be requested by Investment Adviser and the Fund
from time to time in such form as may be mutually agreed upon, other than
proprietary information and provided that Portfolio Manager shall not be
responsible for fund accounting.
(d) Portfolio Manager shall provide to Investment Adviser a copy of
Portfolio Manager's Form ADV, and any supplements or amendments thereto, as
filed with the Securities and Exchange Commission, on an annual basis, (or more
frequently if requested by the Investment Adviser or the Fund's Board of
Trustees) and a list of persons who Portfolio Manager wishes to have authorized
to give written and/or oral instructions to the Fund's Custodians for the
Portfolios' assets.
(e) Portfolio Manager will, in connection with the purchase and sale of
securities for the Portfolios, together with Investment Adviser, arrange for the
transmission to the custodian, and the recordkeeping agent for the Fund on a
daily basis, such confirmation(s), trade tickets, and other documents and
information, including, but not limited to Cusip, Sedol, or other numbers that
identify securities to be purchased or sold on behalf of each Portfolio, as may
be reasonably necessary to enable the custodian and recordkeeping agent to
perform its administrative and recordkeeping responsibilities with respect to
the Portfolios, and, with respect to the Portfolios' securities to be purchased
or sold through the Depository Trust Company, will arrange for the automatic
transmission of the confirmation of such trades to the Fund's custodian,
recordkeeping agent, and, if required, to the Investment Adviser. Portfolio
Manager agrees to comply with such rules, procedures, and time frames as the
Fund's custodian may set or provide with respect to the clearance and settlement
of transaction for the Fund. Any assets added to the Portfolios shall be
delivered directly to the custodian.
(f) Portfolio Manager will assist the custodian and recordkeeping agent for
the Fund in determining or confirming, consistent with the procedures and
policies stated in the Registration Statement for the Fund, the value of any of
the Portfolios' securities or other assets of the Portfolios for which the
custodian and recordkeeping agent seeks assistance from Portfolio Manager or
identifies for review by Portfolio Manager; provided, however, that the parties
acknowledge that Portfolio Manager is not the fund accounting agent for the
Portfolios and is not responsible for pricing determinations or calculations and
any information provided pursuant to this provision by Portfolio Manager will be
provided for information purposes only.
(g) Portfolio Manager will report regularly to the Fund's Board of Trustees
on the investment program for each Portfolio and the issuers and securities
represented in each
Portfolio and will furnish the Fund's Board of Trustees with respect to the
Portfolios such periodic and special reports as the Trustees and Investment
Adviser may reasonably request, including, but not limited to, the monthly
compliance checklist, reports regarding compliance with the Fund's procedures
pursuant to Rules 17e-1. 17a-7, 10f-3 and 12d3-1 under the 1940 Act, fundamental
investment restrictions, liquidity determination of securities purchased
pursuant to Rule 144A and 4(2) commercial paper, and compliance with the Fund's
or, if adopted by the Board of Trustees, the Portfolio Manager's Code of Ethics,
and such other procedures or requirements that the Fund or Investment Adviser
may reasonably request from time to time.
(h) Portfolio Manager shall be responsible for the preparation and filing
of Schedule 13G and Form 13F for each Portfolio, on behalf of the Fund.
Portfolio Manager shall not be responsible for the preparation or filing of any
other reports required of the Fund by any governmental or regulatory agency,
except as expressly agreed to in writing.
(i) Will: (i) use reasonable efforts to identify, using the Portfolio
Manager's internal procedures and process, each position in the Portfolios that
the Portfolio Manager believes to be stock in a Passive Foreign Investment
Company ("PFIC"), as that term is defined in Section 1296 of the Internal
Revenue Code, and (ii) inform the Investment Adviser at least annually, (or more
often and by such date(s) as the Investment Adviser shall request), of any stock
in a PFIC.
(j) Portfolio Manager will not knowingly disclose or use any records or
information obtained pursuant to this Agreement (excluding investment research
and investment advice) in any manner whatsoever except as expressly authorized
in this agreement or in the ordinary course of business in connection with its
duties hereunder, including placing orders for the purchase and sale of
securities, and will keep confidential any information obtained pursuant to this
Agreement, and disclose such information only if the Board of Trustees of the
Fund has authorized such disclosure, or if such disclosure is required by
applicable federal or state law or regulations or regulatory authorities having
requisite authority. The Fund and Investment Adviser will not knowingly disclose
or use any records or information respecting Portfolio Manager obtained pursuant
to this Agreement in any manner whatsoever except as expressly authorized in
this Agreement, and will keep confidential any information obtained pursuant to
this Agreement, and disclose such information only as expressly authorized by
this Agreement, if Portfolio Manager has authorized such disclosure, or if such
disclosure is required by applicable federal or state law or regulations or
regulatory authorities having the requisite authority.
(k) Portfolio Manager makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved by
the Portfolios, whether on a relative or absolute basis.
3. OBLIGATIONS OF INVESTMENT ADVISER AND THE FUND.
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(a) Investment Adviser or its agent shall provide timely information to
Portfolio Manager regarding such matters as the composition of assets in each
Portfolio, cash requirements and cash available for investment in each
Portfolio, and all other information as may be reasonably necessary for
Portfolio Manager to perform its responsibilities hereunder.
(b) Investment Adviser has herewith furnished Portfolio Manager a copy of
the Fund's registration statement currently in effect and agrees during the
continuance of this Agreement to furnish Portfolio Manager copies of any
amendments or supplements thereto before or at the time the amendments or
supplements become effective. Investment Adviser agrees to: (1) advise Portfolio
Manager of actions by the Trustees of the Fund applicable to the Portfolios to
the extent they may affect the duties of Portfolio Manager; (2) provide a copy
of any financial statements or reports prepared for the Fund, including the
Portfolios; and (3) provide any further materials or information that Portfolio
Manager may reasonably request to enable it to perform its functions under this
Agreement.
4. EXPENSES. The Portfolio Manager shall bear all expenses incurred by its
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staff and for their activities in connection with the performance of its
services under this Agreement. Each Portfolio will bear certain other expenses
to be incurred in its operation, including, but not limited to, investment
advisory fees, sub-advisory fees, (other than sub-advisory fees paid pursuant to
this Agreement) and administration fees; fees for necessary professional and
brokerage services; costs relating to local administration of securities; fees
for any pricing services; costs of regulatory compliance; and pro rata costs
associated with maintaining legal existence and shareholder relations of the
Fund. All other expenses not specifically assumed by the Portfolio Manager
hereunder or by the Adviser under the Advisory Agreement are borne by the
applicable Portfolio. Pacific Select Fund, Investment Adviser, and Portfolio
Manager shall not be considered as partners or participants in a joint venture.
5. COMPENSATION OF PORTFOLIO MANAGER. Investment Adviser shall pay to
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Portfolio Manager a monthly fee in accordance with the fee schedule listed on
Exhibit A. Monthly fees shall be calculated by Investment Adviser based upon the
average daily net assets of each Portfolio (including cash or cash equivalents)
for the preceding month for investment advisory services rendered during that
preceding month, and shall be payable to Portfolio Manager by the fifteenth day
of the succeeding month. The fee for the first month during which Portfolio
Manager shall render investment advisory services under this Agreement shall be
based upon the number of days the account was open in that month. If this
Agreement is terminated, the fee shall be based upon the number of days the
account was open during the month in which the Agreement is terminated.
6. COMPLIANCE.
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(a) The Portfolio Manager agrees that it shall promptly notify the
Investment Adviser and the Fund (i) in the event that the SEC or any banking or
other regulatory body has censured the Portfolio Manager; placed limitations
upon its activities, functions, or operations related to its responsibilities
under this Agreement; suspended or
revoked its registration, if any, or its ability to serve as an investment
adviser; or has commenced proceedings or an investigation that can be reasonably
expected to result in any of these actions, and (ii) upon having a reasonable
basis for believing that a Portfolio has ceased to qualify or might not qualify
as a regulated investment company under Subchapter M of the Internal Revenue
Code, and (iii) upon having a reasonable basis for believing that the Portfolio
has ceased to comply with the diversification provisions of Section 817(h) of
the Code or the Regulations thereunder. The Portfolio Manager further agrees to
notify the Investment Adviser and the Fund promptly of any material fact known
to the Portfolio Manager respecting or relating to the Portfolio Manager that is
not contained in the Registration Statement or prospectus for the Fund, or any
amendment or supplement thereto, or of any statement respecting or relating to
the Portfolio Manager contained therein that becomes untrue in any material
respect.
(b) The Investment Adviser agrees that it shall promptly notify the
Portfolio Manager (i) in the event that the SEC has censured the Investment
Adviser or the Fund; placed limitations upon either of their activities,
functions, or operations; suspended or revoked the Adviser's registration as an
investment adviser; or has commenced proceedings that may result in any of these
actions, and (ii) upon having a reasonable basis for believing that Fund has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (iii) upon having a reasonable
basis for believing that the Portfolio has ceased to comply with the
diversification provisions of Section 817(h) of the Code or the Regulations
thereunder.
7. COOPERATION. Each party to this Agreement agrees to cooperate with each
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other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC and state
insurance authorities) in connection with any investigation or inquiry relating
to this Agreement or the Fund.
8. NON-EXCLUSIVITY. Investment Adviser and the Fund agree that the services
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of Portfolio Manager are not to be deemed exclusive and that Portfolio Manager
and its affiliates are free to act as investment adviser and provide other
services to various investment companies and other managed accounts. Subject to
Section 17j-1 of the 1940 Act, this Agreement shall not in any way limit or
restrict Portfolio Manager or any of its directors, officers, employees, or
agents from buying, selling, or trading any securities or other investment
instruments for its or their own account or for the account of others for whom
it or they may be acting, provided that such activities will not adversely
affect or otherwise impair the performance by Portfolio Manager of its duties
and obligations under this Agreement. Investment Adviser and the Fund recognize
and agree that Portfolio Manager may provide advice to or take action with
respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Fund. Portfolio Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent the
Fund or Investment Adviser in any way or otherwise by deemed an agent of the
Fund or Investment Adviser other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
9. LIABILITY. Except as may otherwise be required by the 1940 Act or the
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rules thereunder or other applicable law, the Fund and Investment Adviser agree
that Portfolio Manager, any affiliated person of Portfolio Manager, and each
person, if any, who, within the meaning of Section 15 of the 1933 Act, controls
Portfolio Manager shall not be liable for, or subject to any damages, expenses,
or losses in connection with, any act or omission connected with or arising out
of any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of Portfolio
Manager's duties under this Agreement.
10. INDEMNIFICATION.
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(a) The Investment Adviser agrees to indemnify and hold harmless the
Portfolio Manager, any affiliated person within the meaning of Section 2(a)(3)
of the 1940 Act ("affiliated person") of the Portfolio Manager and each person,
if any, who, within the meaning of Section 15 of the 1933 Act controls
("controlling person") the Portfolio Manager (collectively, "Portfolio Manager
Indemnified Persons") against any and all losses, claims, damages, liabilities
or litigation (including legal and other expenses) to which a Portfolio Manager
or Portfolio Manager Indemnified Person may become subject under the 1933 Act,
the 1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, in connection with or arising out of (i) the Investment Adviser's
responsibilities as Investment Adviser of the Fund which may be based upon any
willful misfeasance, bad faith, gross negligence, or reckless disregard of its
obligations or duties as Investment Adviser under this Agreement, by the
Investment Adviser or by any of its directors, officers, or employees, or any
affiliate acting on behalf of the Investment Adviser (other than Portfolio
Manager Indemnified Persons), or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or prospectus covering shares of the Portfolios, or any amendment or
any supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make a statement
therein not misleading, unless (1) such statement or omission was made in
reliance upon and in conformity with written information furnished to the Fund
or the Investment Adviser by the Portfolio Manager or a person acting on behalf
of the Portfolio Manager, or (2) such statement or omission relates to the
Portfolio Description or Risk Description as defined in Section 16 of this
Agreement (although this exception shall not apply respecting a statement or
omission that was the subject of a notice from the Portfolio Manager to the Fund
or Adviser as described in the last sentence of Section 16, and with respect to
which neither the Fund nor Investment Adviser has taken any corrective action);
provided however, that in no case is the indemnity of the Investment Adviser in
favor of the Portfolio Manager or Portfolio Manager Indemnified Persons deemed
to protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties under this Agreement, or reckless
disregard of his obligations or duties under this Agreement.
(b) The Portfolio Manager agrees to indemnify and hold harmless, the
Investment Adviser, any affiliated person within the meaning of Section 2(a)(3)
of the 1940 Act ("affiliated person") of the Investment Adviser, and each
person, if any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Investment Adviser (collectively, "PL Indemnified
Persons") against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Investment Adviser or such
affiliated person or controlling person, may become subject under the 1933 Act,
1940 Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the Portfolio Manager's responsibilities to the Fund which may be
based upon (i) any willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations or duties as Portfolio Manager under this Agreement
by the Portfolio Manager or by any of its directors, officers, or employees, or
any affiliate acting on behalf of the Portfolio Manager (other than PL
Indemnified Persons), or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
prospectus covering shares of the Portfolios, or any amendment or any supplement
thereto, respecting or relating to the Portfolio Manager and made in reliance
upon and in conformity with written information furnished to the Fund or the
Investment Adviser by the Portfolio Manager or a person acting on behalf of the
Portfolio Manager, or the omission or alleged omission to state therein a
material fact respecting or relating to the Portfolio Manager and required to be
stated therein or necessary to make a statement therein not misleading;
provided, however, that in no case is the indemnity of the Portfolio Manager in
favor of the Investment Adviser or any affiliated person or controlling person
of the Investment Adviser deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties, or
by reason of his reckless disregard of obligation and duties under this
Agreement.
11. DURATION AND TERMINATION. This Agreement shall remain in full force for
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two-years from the effective date of this Agreement and is renewable annually
thereafter by agreement of the parties to this Agreement and by specific
approval of the Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of each Portfolio. Any such renewal shall be
approved by a vote of a majority of the Trustees who are not interested persons
under the 1940 Act, cast in person at a meeting called for the purpose of voting
on such renewal. However, any approval of this Agreement by the holders of a
majority of the outstanding shares (as defined in the 0000 Xxx) of any Portfolio
shall be effective to continue this Agreement with respect to such Portfolio
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Portfolio or (b) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of each Portfolio, unless such approval shall be required by any other
applicable law or otherwise. This Agreement may be terminated without penalty,
forfeiture, compulsory buyout amount, or performance of any obligation that
could deter termination at any time by either party upon (60) sixty days prior
written notice to the other party, and will automatically terminate in the event
of its assignment, as defined in the 1940 Act, or upon termination of the
Investment Adviser's
Agreement with the Fund.
12. AMENDMENT. This Agreement may be amended only if such amendment is
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specifically approved by (a) the vote of a majority of the outstanding voting
securities of the Portfolios, if required by applicable law, and (b) the vote of
a majority of those directors of the Fund who are not parties to this Agreement
or interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
13. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
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under the 1940 Act, Portfolio Manager hereby agrees that all records which it
maintains for the Portfolios are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund's or Investment
Adviser's request, although Portfolio Manager may, at its own expense, make and
retain a copy of such records. Portfolio Manager further agrees to preserve such
records for the periods prescribed by Rule 31a-2 under the 1940 Act and to
preserve the records required by Rule 204-2 under the Advisers Act for the
period specified in the Rule.
14. USE OF NAME.
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(a) It is understood that the name "Pacific Life Insurance Company" and
"Pacific Life" and "Pacific Select Fund" and any derivative thereof or logo
associated with those names are the valuable property of the Investment Adviser
and its affiliates. Portfolio Manager shall not use such names (or derivatives
or logos) without the prior written approval of the Investment Adviser and only
for so long as the Investment Adviser is an investment adviser to the Fund
and/or the Funds. Upon termination of the Investment Advisory Agreement between
the Fund and the Adviser, the Portfolio Manager shall forthwith cease to use
such name (or derivative or logo).
(b) It is understood that the name "OppenheimerFunds, Inc." and "Main
Street" or any derivative thereof or logo associated with those names are the
valuable property of the Portfolio Manager and that the Fund and Investment
Adviser have the right to use such name (or derivative or logo), in the Fund's
prospectus, SAI and registration statement or other filings, forms or reports
required under applicable state or federal securities, insurance, or other law,
and for so long as the Portfolio Manager is a Portfolio Manager to one or more
Portfolios of the Fund. Neither the Fund nor the Investment Adviser shall use
the Portfolio Manager's name or logo in promotional or sales related materials
prepared by or on behalf of the Investment Adviser or the Fund, without prior
review and written approval by the Portfolio Manager. Upon termination of this
Agreement among the Fund, the Investment Adviser and the Portfolio Manager, the
Fund and the Investment Adviser shall forthwith cease to use such name (or
logo).
15. LIMITATION AND LIABILITY. A copy of the Agreement and Declaration of
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Trust for the Fund is on file with the Secretary of the State of Massachusetts.
The obligations of this Agreement shall be binding upon the assets and property
of the Fund and shall not be binding upon any trustee, officer, employee, agent,
or shareholder, whether past, present, or
future, of the Fund individually.
16. DISCLOSURE ABOUT PORTFOLIO MANAGER. Portfolio Manager has reviewed the
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current Registration Statement for the Fund and agrees to promptly review future
amendments to the Registration Statement, including any supplements thereto,
which relate to Portfolio Manager or the Portfolios, filed with the SEC (or
which will be filed with the SEC in the future) and represents and warrants
that, with respect to the disclosure respecting or relating to Portfolio
Manager, such Registration Statement contains, as of the date thereof, no untrue
statement of any material fact and does not omit any statement of a material
fact which was required to be stated therein or necessary to make the statements
contained therein not misleading. Portfolio Manager further agrees to notify
Investment Adviser and the Fund immediately of any material fact known to
Portfolio Manager respecting or relating to Portfolio Manager that is not
contained in the Registration Statement or prospectus for the Fund, or any
amendment or supplement thereto, or of any statement respecting or relating to
Portfolio Manager contained therein that becomes untrue in any material respect.
With respect to the disclosure respecting each Portfolio, Portfolio Manager
agrees that the description in the Fund's prospectus of the following sections:
"The portfolio's investment goal," and "What the portfolio invests in"
(collectively, "Portfolio Description") is consistent with the manner in which
the Portfolio Manager intends to manage each Portfolio, and the description of
"Risks you should be aware of" ("Risk Description") is consistent with risks
known to the Portfolio Manager that arise in connection with the manner in which
the Portfolio Manager intends to manage the Portfolio. Portfolio Manager further
agrees to notify Investment Adviser and the Fund immediately in the event that
the Portfolio Manager becomes aware that the Portfolio Description for a
Portfolio is inconsistent in any material respect with the manner in which the
Portfolio Manager is managing the Portfolio, and in the event that the Risk
Description is inconsistent in any material respect with the risks known to the
Portfolio Manager that arise in connection with manner in which the Portfolio
Manager is managing the Portfolio.
17. NOTICES. All notices and other communications hereunder shall be in
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writing sent by facsimile first, if practicable, but shall only be deemed given
if delivered in person or by messenger, cable, certified mail with return
receipt, or by a reputable overnight delivery service which provides evidence of
receipt to the parties at the following addresses (or at such other address or
number for a party as shall be specified by like notice):
A. if to the Portfolio Manager, to:
OppenheimerFunds, Inc.
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxxx, XX 00000
Facsimile transmission number: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
B. if to the Adviser, to:
Pacific Life Insurance Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Facsimile transmission number: (000) 000-0000
Attention: Xxxxx X. Xxxxx
C. if to the Fund, to:
Pacific Select Fund
c/o Pacific Life Insurance Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Facsimile transmission number: (000) 000-0000
Attention: Xxxxx X. Xxxxx
18. GENERAL
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(a) Portfolio Manager may perform its services through any employee,
officer, or agent of Portfolio Manager, and Investment Adviser shall not be
entitled to the advice, recommendation, or judgment of any specific person.
(b) The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(c) This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, and all such counterparts shall together
constitute one and the same Agreement.
(d) Each party to this Agreement agrees to cooperate with each other party
and with all appropriate governmental authorities having the requisite
jurisdiction (including, but not limited to, the SEC and state insurance
authorities) in connection with any investigation or inquiry relating to this
Agreement or the Fund.
(e) If any term or provision or this Agreement or the application thereof
to any person or circumstances is held to be invalid or unenforceable to any
extent, the remainder of this Agreement or the application of such provision to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
(f) This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California exclusive of conflicts of laws, provided
that nothing herein shall be construed in a manner inconsistent with the 1940
Act, the Investment Advisers Act of 1940 or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
PACIFIC LIFE INSURANCE COMPANY
By:_____________________________ By:_______________________________
Name: Name:
Title: Title:
(a) OPPENHEIMERFUNDS, INC.
Attest:_________________________ By:_______________________________
Name: Name:
Title: Title:
(b)
(c) PACIFIC SELECT FUND
Attest:_________________________ By:_______________________________
Name: Name:
Title: Title:
Exhibit A
b. PACIFIC SELECT FUND
(1) FEE SCHEDULE
(2) OPPENHEIMERFUNDS, INC.
(i)
(ii) EFFECTIVE: January 1, 2003
(ii)
(iii) Portfolios: Main Street Core, Multi-Strategy, and Emerging Markets
The Investment Adviser will pay to the Portfolio Manager a monthly fee based on
the combined average daily net assets of the Main Street Core Portfolio,
Multi-Strategy Portfolio, and the Emerging Markets Portfolio, at an annual rate
equal to .23%.
These fees for services shall be prorated for any portion of a year in which the
Agreement is not effective.
