PACIFIC SELECT FUND AMENDMENT NO. 2 TO THE PORTFOLIO MANAGEMENT AGREEMENT
Exhibit (d)(n)(A)(2)
The Portfolio Management Agreement (the “Agreement”) made the 1st day of May, 2008,
as amended to date, by and among Pacific Life Fund Advisors LLC (“Investment Adviser”), a Delaware
limited liability company, X.X. Xxxxxx Investment Management Inc. (“Portfolio Manager”), a Delaware
corporation and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby amended to
add the provisions set forth below (together the “Amendment”), which is made this 8 day of April,
2009.
In consideration of the premises, the promises, and the mutual covenants contained in the Agreement
and the good and fair consideration paid in connection with that Agreement, the Agreement is hereby
amended by adding the following after the last sentence in Section 2(c):
“The Portfolio Manager recognizes that in order for the Portfolio to operate consistent with
its states investment strategy as a long/short portfolio, securities lending will be
employed to finance both the short positions and additional long positions. Related to
securities lending, the Portfolio Manager is responsible for timely communication of any
written confirmation of a buy-in to the Investment Adviser and the Fund’s custodian (“Buy-in
Notification”) that the Portfolio Manager receives from its broker/dealer(s) with whom it
executes trades. Timely notification is defined as follows:
1. | if the buy-in occurs prior to the market open on the third day following the settlement date of the trade (currently trade date + 6 for domestic equities), then the Buy-in Notification must be sent to the Fund’s custodian by 2 p.m. Eastern Time that same day, and | ||
2. | if the buy-in occurs on a day prior to the third day following settlement date of the trade, then the Buy-in Notification must be sent to Fund’s custodian as soon as reasonably practicable that same day. |
If (i) the buy-in occurs prior to the market open on the third day following the
settlement date of the trade and the Portfolio Manager’s Buy-in Notification is sent to the
Fund’s custodian after 2 p.m. that same day or (ii) the buy-in occurs on a day prior to the
third day following settlement date of the trade and the Portfolio Manager’s Buy-in
Notification is not sent that same day, the Portfolio Manager agrees to be liable to the
Fund for any losses incurred by the Fund as a result of such late Buy-in Notification. If at
any time the Portfolio Manager in its sole judgment determines that the deadlines for the
Buy-in Notification set forth in this Section 2(c) cannot be reasonably met by the Portfolio
Manager on a consistent basis going forward, the Portfolio Manager will immediately notify
the Investment Adviser and will transition the portfolio to a ‘long-only’ strategy in the
most cost effective manner possible. Concurrently, the Investment Adviser will instruct the
Fund’s securities lending agent to (i) recall all loaned securities within a maximum of
twenty business days, and (ii) cease lending securities from the Fund. Upon the earlier of twenty business days after the Portfolio Manager’s notice to
the Investment Adviser or the Portfolio Manager’s receipt of written confirmation from the
Investment Adviser that all loaned securities have been returned to the Fund, this Amendment
will terminate.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and
year provided above for the Amendment.
PACIFIC LIFE FUND ADVISORS LLC | |||||||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | By: | /s/ Xxxx Xxxx | ||||||||
Name: | Xxxxxx X. Xxxxxxxx | Name: | Xxxx Xxxx | ||||||||
Title: | Vice President | Title: | Assistant Secretary | ||||||||
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||