EXHIBIT 99.(9)(d)
Agreement for Support Services
AGREEMENT FOR SUPPORT SERVICES
WHEREAS, Pacific Mutual Life Insurance Company ("Pacific Mutual") and Pacific
Select Fund (the "Fund"), an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended, entered into an
agreement for advisory services dated November 9, 1987, as amended, (the
"Advisory Agreement");
WHEREAS, the Advisory Agreement specifically provides that the Fund shall bear
the expenses incurred in connection with the following activities (hereinafter,
"Covered Activities"):
(i) Expenses of registering and qualifying the Fund with the Securities and
Exchange Commission ("SEC") and with any State Commissions;
(ii) Expenses of providing accounting and legal services to the Fund;
(iii) Expenses of maintaining the Fund's legal existence;
(iv) Expenses of holding shareholders' meetings;
(v) Expenses of preparing, printing and distributing reports to
shareholders, proxies and prospectuses, to existing shareholders.
WHEREAS, the Fund desires that Pacific Mutual provide support services in
connection with the Covered Activities;
WHEREAS, Pacific Mutual is willing to provide such support services as the
Fund requires;
THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is hereby agreed as follows:
1. Effective October 1, 1995, Pacific Mutual will provide such support
services in connection with the Covered Activities as the Fund may require that
Pacific Mutual reasonably believes it and its personnel may render in a cost
effective manner. Support services shall not include any services for which
Pacific Mutual is responsible pursuant to the Advisory Agreement. Support
services may include, but are not limited to, providing support and
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coordination in connection with the provision of services to the Fund by outside
counsel and accountants, and services provided by any employee of Pacific
Mutual, other than an officer or trustee of the Fund who is also an officer or
director of Pacific Mutual, with respect to any matter which is a Covered
Activity.
The accounting services contemplated by this agreement which may be provided
(internally) by Pacific Mutual are set forth in Addendum A. The legal services
contemplated by this agreement which may be provided (internally) by Pacific
Mutual attorneys are set forth in Addendum B. The expenses of registering and
qualifying the Fund with the SEC and state regulators includes preparation and
filing of: the Fund's Registration Statement (Form N1-A), annual and semi-
annual SEC Form NSAR filings, annual and semi-annual financial reports, 24f-2
filings, and any amendments or supplements to any of the foregoing, and filing
fees and time spent on preparation of filings of any of the aforementioned. The
expenses of maintaining the Fund's legal existence include preparation and
filing of any amendments to the Fund's Declaration of Trust, annual and periodic
reports or filings required by the Commonwealth of Massachusetts in connection
with the maintenance of the Trust as a legal entity in Massachusetts. The
expenses of preparing shareholder reports, proxies and prospectuses, include
(but are not limited to) filing fees and time spent in preparation of filing of
such documents with state and federal regulators.
2. Pacific Mutual has no intention of profiting by provision of support
services to the Fund. As compensation for services provided pursuant to
Paragraph 1, Pacific Mutual shall xxxx the Fund, and the Fund shall pay Pacific
Mutual, based upon the following procedure:
(A) A billable rate will be established for each Pacific Mutual employee
who provides services in connection with a Covered Activity. Such rate will be
determined based upon the employee's total estimated annual compensation,
including benefits, and departmental overhead. If a number of people are
working in the same capacity, Pacific Mutual may utilize an average billable
hourly rate for such services, (e.g., if there are three accountants working on
Covered Activities, the salaries, benefits and other compensation, along with
overhead for all three people, may be added together to determine an average
billable rate). Alternatively, if Pacific Mutual has established a standard
billable hourly rate for an employee which it uses internally to xxxx its
business units, such rates may be used to xxxx the Fund.
(B) Billable rates will be established for photocopying, printing,
automatic mail compilations, and other mechanical services provided in
connection with Covered Activities. Such rates may take into account the cost
of the machinery (including repair costs), or if Pacific Mutual has established
an internal billing rate for such items, such rate may be used to xxxx the Fund;
provided, however, that such cost shall not exceed the cost of providing such
services using outside sources of comparable quality.
(C) The following procedures will be observed in submitting bills to the
Fund for services provided by Pacific Mutual and its employees:
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(i) Each employee working on Fund matters for which
reimbursement is sought will retain a record describing
precisely the Covered Activity which was worked on
and the amount of time spent on such matter. Time will
be billed in increments of fifteen minutes.
(ii) Time records will be submitted as back-up for each xxxx
directed to the Fund.
(iii) Bills will be submitted to the Fund for payment on a
monthly basis.
3. Allocation and Payment of Expenses
(i) In the event a mailing includes reports or prospectuses regarding
both the Fund and a separate account of Pacific Mutual, then Pacific
Mutual shall allocate expenses between Pacific Mutual and the Fund.
Fund expenses shall be allocated in accordance with the Fund's
applicable policies and procedures.
4. The Fund shall not reimburse Pacific Mutual under these procedures for the
time and/or expense of any officer, trustee or employee of the Fund who is also
affiliated with Pacific Mutual, for such person's work on any of the Covered
Activities, even though such matters are defined as Covered Activities (except
that compensation to such persons may be incorporated into Pacific Mutual
standard billable rates).
5. The Fund agrees to pay Pacific Mutual promptly for its provision of
services relating to Covered Activities.
6. The Fund has the right, through its officers, directors or agents, to
inspect, audit and copy all records pertaining to performance of services under
this Agreement.
7. Either party to this Agreement may terminate this Agreement at any time
without penalty upon thirty days' written notice to the other party.
8. This Agreement shall be governed by the laws of the State of California.
9. The parties shall construe this Agreement consistent with the terms of the
Advisory Agreement and each party's obligations thereunder.
10. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected hereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
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11. 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, or
shareholder of the Fund individually.
PACIFIC SELECT FUND PACIFIC MUTUAL LIFE INSURANCE COMPANY
BY: /s/ XXXXXX X. XXXXXX BY: /s/ XXXXXX X. XXXXXX
___________________________________ ________________________________
XXXXXX X. XXXXXX, PRESIDENT XXXXXX X. XXXXXX, CHAIRMAN & CEO
ATTEST: /s/ XXXXX X. XXXXXX ATTEST: /s/ XXXXXX X. MILFS
_______________________________ ___________________________
XXXXX X. XXXXXX, VICE XXXXXX X. MILFS, SECRETARY
PRESIDENT & ASSISTANT SECRETARY
BY: /s/ XXXXX X. XXXXXXX
________________________________
XXXXX X. XXXXXXX, PRESIDENT
ATTEST: /s/ XXXXXX X. MILFS
___________________________
XXXXXX X. MILFS, SECRETARY
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ADDENDUM A
ACCOUNTING SERVICES PROVIDED TO THE FUND BY
PACIFIC MUTUAL PERSONNEL
MONTHLY
Calculate fund performance returns
Review monthly fund performance returns
Prepare journal entries supporting schedule
Preparation of journal entries for payment of PM advisory fee
Process IFTC accounts payable
Dividend distributions
QUARTERLY
Calculate quarterly fund performance returns
Review quarterly fund performance returns
Prepare various reports for Quarterly Board Book
Review Quarterly Board Book materials
Review expense rates for PSF
Prepare schedule for expenses paid on behalf of the fund by PM
Process PSF reimbursements to PM (Other allowable expenses)
Prepare journal entry instructions to IFTC to book actual expenses
Attend PSF Quarterly Board Meeting
SEMI-ANNUAL
Statement of Assets and Liabilities, Statement of Operations and
Statement of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Portfolio Listings
Miscellaneous (President Letter, MD&A's, printer coordination, etc.)
Prepare NSAR
Review/make changes/follow-up - Semi Annual Reports (PSF portion)
Review/make changes/follow-up - NSAR for PSF
ANNUAL
Statement of Assets and Liabilities, Statement of Operations and
Statement of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Portfolio Listings
Miscellaneous (President Letter, MD&A's, printer coordination, etc.)
Review/make changes/follow-up - Annual Reports (PSF portion)
Research & write footnotes
24f-2 notice
Perform capital gain distribution calculations
Distributions: Test run mid-December (include research of new items)
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Distributions: Review of worksheets on 12/31
PSF Tax Worksheets: Prepare & review
PSF Tax Tests: Prepare & review
Review Wash Sale Reports
Prepare entries to adjust Capital Accounts
Prepare audit schedules
Time with Auditors
Support Variable Regulatory Compliance (review prospectus & SAI)
Prepare Federal, State & Local Tax Returns and filings
MISCELLANEOUS
Review and/or provide financial/accounting reports or other information in
response to inquiries by or at the direction of officers or trustees of the
Fund
Review financial or accounting information on a more frequent basis than
described above if circumstances so warrant in the opinion of PM.
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ADDENDUM B
LEGAL SERVICE PROVIDED TO PACIFIC SELECT FUND
BY PACIFIC MUTUAL ATTORNEYS
Preparing/drafting, reviewing and editing:
Fund's registration statement (SEC Form X0-X)
XXX XXXX filings
Annual and semi-annual filings
24f-2 filings
Amendments or supplements to any of the foregoing
Recommendations and reports to PSF board
New or revised fund procedures
Documents, filings and correspondence relating to maintenance of the Fund's
legal existence
Shareholder reports
Proxies
Investment Company Act changes which may affect the Fund
Insurance laws and regulations which may affect the Fund
Preparation for and attendance at PSF Board meetings
Providing counsel with respect to legal/compliance issues relating to the Fund
raised by the Fund's trustees and officers or by Pacific Mutual's regulatory
compliance support staff.
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