EXHIBIT 99.5(d)
Portfolio Management Agreement - X.X. Xxxxxx Investment Management Inc.
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 16th day of December, 1993 between Pacific Mutual Life
Insurance Company ("Adviser"), a California corporation, and X.X. Xxxxxx
Investment Management Inc. ("Portfolio Manager"), a Delaware 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 is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio; and
WHEREAS, the Fund currently offers multiple series, two of which are
designated as the Equity Income Series and the Multi-Strategy Series, such
Series together with any other series subsequently established by the Fund, with
respect to which the Fund and 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, being herein collectively referred to
also as the "Series"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Fund has retained the Adviser to render investment advisory
services to the Series pursuant to an Advisory Agreement, as amended, and such
Agreement authorizes the Adviser to engage Portfolio Manager to discharge the
Adviser's responsibilities with respect to the investment management of the
Series, a copy of which has been provided to the Portfolio Manager and is
incorporated by reference herein; and
WHEREAS, the Fund and the Adviser desire to retain the Portfolio Manager to
furnish investment advisory services to two or more of the Series of the Fund,
and the Portfolio Manager is willing to furnish such services to such Series and
the 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 Adviser, and the
Portfolio Manager as follows:
1. Appointment. The Fund and the Adviser hereby appoint X.X. Xxxxxx
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Investment Management Inc. to act as Portfolio Manager to the Equity Income
Series and the Multi-Strategy Series (the "Series") for the periods and on the
terms set forth in this Agreement. The Portfolio Manager accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more series other than the Series, the
Adviser shall notify the Portfolio Manager in writing. If the Portfolio Manager
is willing to render such services, it shall notify the Fund and Adviser in
writing, whereupon such series shall become a Series hereunder, and be subject
to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the Fund's
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Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Series and determine the composition of
the assets of the Series, including determination of the purchase, retention, or
sale of the securities, cash, and other investments for the Series. The
Portfolio Manager will provide investment research and analysis, which may
consist of computerized investment methodology, and will conduct a continuous
program of evaluation, investment, sales, and reinvestment of the Series' assets
by determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Series, when these transactions
should be executed, and what portion of the assets of the Series 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 Series. To the extent permitted by the investment policies of the
Series, the Portfolio Manager shall make decisions for the Series 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 Series. The Portfolio
Manager will provide the services under this Agreement in accordance with the
Series' investment objective or objectives, investment policies, and investment
restrictions as stated in the Fund's Registration Statement filed on Form N-1A
with the SEC, as supplemented or amended from time to time, copies of which
shall be sent to the Portfolio Manager by the Adviser. In performing these
duties, the Portfolio Manager:
(a) Will manage the Series in accordance with any guidelines provided by
the Adviser to the Portfolio Manager in writing. The Adviser will notify the
Portfolio Manager of any amendments to the Section 817(h) of the Internal
Revenue Code and Regulations issued thereunder. In managing the Series in
accordance with these requirements, the Portfolio Manager shall be entitled to
receive and act upon advice of counsel to the Fund, counsel to the Adviser, or
counsel to the Portfolio Manager, which counsel is also reasonably acceptable to
the Adviser.
(b) Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and regulations, with
any applicable procedures adopted by the Fund's Board of Trustees, and with 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.
(c) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments for
the Series, for broker-dealer and futures commission merchant ("FCM") selection,
and for negotiation of commission rates. The Portfolio Manager's primary
consideration in effecting a security or other transaction will be to obtain the
best execution for the Series, 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. Subject to such policies as the
Board of Trustees may determine and advise the Portfolio Manager in writing 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 Series to pay a broker or dealer, acting as agent, for
effecting a portfolio 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 Series and to its other clients as to which
it exercises investment discretion. 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 allocate the orders placed by it on behalf of the
Series to the Portfolio Manager if it 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 registered as a broker or dealer with the SEC or
as a FCM with the CFTC, or to such brokers and dealers that also provide
research or statistical research and material, or other services to the Series
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 and the basis
therefor.
(d) May, on occasions when the purchase or sale of a security is deemed to
be in the best interest of a Series as well as any other investment advisory
clients, to the extent permitted by applicable laws and regulations, but shall
not be obligated to, aggregate the securities to be so sold or purchased with
those of its other clients where such aggregation is not inconsistent with the
policies set forth in the Registration Statement. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Portfolio Manager in a manner that is fair and
equitable in the judgment of the Portfolio Manager in the exercise of its
fiduciary obligations to the Fund and to such other clients.
(e) Will, in connection with the purchase and sale of securities for the
Series, together with the Adviser, arrange for the transmission to the
custodian, and the
recordkeeping agent for the Fund on a daily basis, such confirmations, 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 the Series, as may be reasonably necessary to enable the custodian
and recordkeeping agent to perform its administrative and recordkeeping
responsibilities with respect to the Series, and, with respect to portfolio
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, the Adviser.
(f) 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 portfolio securities
or other assets of the Series for which the custodian and recordkeeping agent
seek assistance from the Portfolio Manager or identifies for review by the
Portfolio Manager.
(g) Will make available to the Fund, and the Adviser promptly upon request,
any of the Series' investment records and ledgers maintained by the Portfolio
Manager (which shall not include the records and ledgers maintained by the
custodian and recordkeeping agent for the Fund), as are necessary to assist the
Fund and the Adviser to comply with requirements of the 1940 Act and the
Investment Advisers Act of 1940, as well as other applicable laws, and will
furnish to regulatory authorities having the requisite authority any information
or reports in connection with such services which may be requested in order to
ascertain whether the operations of the Fund are being conducted in a manner
consistent with applicable laws and regulations.
(h) Will regularly report to the Fund's Board of Trustees on the investment
program for the Series and the issuers and securities represented in the Series'
portfolio, and will furnish the Fund's Board of Trustees with respect to the
Series such periodic and special reports as the Directors and the Adviser may
reasonably request.
(i) Will not 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 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 the requisite authority. The Fund and the Adviser will not
disclose or use any records or information respecting the 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 in this Agreement, 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 the
requisite authority.
(j) Shall be responsible for making reasonable inquiries and for reasonably
ensuring that any employee of the Portfolio Manager has not, to the best of the
Portfolio Manager's knowledge:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or arising out of
such person's conduct as an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government securities
dealer, transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesman, or employee of any
investment company, bank, insurance company, or entity or person required to be
registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any misconduct,
by order, judgment, or decree of any court of competent jurisdiction from acting
as an underwriter, broker, dealer, investment adviser, municipal securities
dealer, government securities broker, government securities dealer, transfer
agent, or entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman or employee of any investment
company, bank, insurance company, or entity or person required to be registered
under the Commodity Exchange Act, or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any security.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed
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the current Registration Statement for the Fund filed with the SEC and
represents and warrants that, with respect to the disclosure about the Portfolio
Manager or information relating, directly or indirectly, to the Portfolio
Manager, such Registration Statement contains, as of the date hereof, 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. The Portfolio Manager further represents and
warrants that it is a duly registered investment adviser under the Advisers Act
and a duly registered investment adviser in all states in which the Portfolio
Manager is required to be registered. The Adviser has received a current copy
of the Portfolio Manager's Uniform Application for Investment Adviser
Registration on Form ADV, as filed with the SEC. The Portfolio Manager agrees
to provide the Adviser with current copies of the Portfolio Manager's Form ADV,
and any supplements or amendments thereto, as filed with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager
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will pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement. The Portfolio Manager shall
not be responsible, unless the Portfolio Manager is responsible for an expense
under the standards specified in Section 13 of this Agreement, for the costs of
operating the Fund, including, without limitation, any of the following:
(a) Expenses of all audits by the Fund's independent public accountants;
(b) Expenses of the Fund's transfer agent, registrar, dividend disbursing
agent, and shareholder recordkeeping services;
(c) Expenses of the Fund's custodial services including recordkeeping
services provided by the custodian;
(d) Expenses of the Fund's recordkeeping services provided by the
recordkeeping agent;
(e) Expenses of obtaining quotations for calculating the value of the
Series' net assets;
(f) Expenses of obtaining portfolio activity reports for each Series;
(g) Expenses of maintaining the Fund's tax records;
(h) Salaries and other compensation of any of the Fund's executive officers
and employees, if any, who are not officers, directors, stockholders, or
employees of the Portfolio Manager or its subsidiaries or affiliates (except
that the Adviser, or any of its subsidiaries or affiliates, shall bear the
expense with respect to executive officers and employees, if any, who are
officers, directors, stockholders or employees of the Adviser or of its
subsidiaries or affiliates);
(i) Taxes or governmental fees, if any, levied against the Fund or any of
its Series;
(j) Brokerage fees and commissions in connection with the purchase and sale
of portfolio securities for the Series;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's shareholders, the
preparation and mailings of prospectuses and reports of the Fund to its
shareholders, the filing of reports with regulatory bodies, the maintenance of
the Fund's existence, and the registration of shares with federal and state
securities or insurance authorities;
(m) The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for sale;
(n) Costs of printing share certificates, if any, representing shares of
the Fund;
(o) Trustees' fees and expenses to trustees of the Fund who are not
officers, employees, or stockholders of the Portfolio Manager or any affiliate
thereof (except that
the Adviser shall bear the expense of any trustee who is an officer, employee,
or stockholder of the Adviser or any affiliate thereof);
(p) The Fund's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including expenses
incurred in connection with litigation, proceedings and other claims and the
legal obligations of the Fund to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto; and
(s) Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided and the expenses borne by the
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Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee based on the aggregate average daily net assets of the
Equity Income Series and the Multi-Strategy Series, at an annual rate equal to
.45% of the Series' aggregate average daily net assets up to $100 million, .40%
of the Series' aggregate average daily net assets on the next $100 million, .35%
of the Series' aggregate average daily net assets on the next $200 million and
.30% of the Series' aggregate average daily net assets above $400 million. This
fee shall be computed and accrued daily and payable monthly.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
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responsible for providing money for the initial capitalization of any Series.
7. Compliance.
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(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Fund in the event (i) that the SEC has censured the Portfolio
Manager; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, (ii)
that it believes that a Series has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code,
and (iii) that it believes that the Series has ceased to comply with the
diversification provisions of Section 817(h) of the Internal Revenue Code or the
Regulations thereunder. The Portfolio Manager further agrees to notify the
Adviser and the Fund immediately of any material fact known to the Portfolio
Manager respecting or relating to any disclosure in the Registration Statement
with respect to the Portfolio Manager's activities in connection with the Fund
that is not contained in the Registration Statement or prospectus for the Fund,
or any amendment or supplement thereto, or of any statement contained therein
that becomes untrue in any material respect.
(b) The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (i) that the SEC has censured the 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 or an investigation that may result in any of these
actions, (ii) upon having a reasonable basis for believing that a Series 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 Series has ceased to comply with the
diversification provisions of Section 817(h) of the Internal Revenue Code or the
Regulations thereunder.
8. Independent Contractor. The Portfolio Manager shall for all purposes
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herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Adviser from time to time, have
no authority to act for or represent the Adviser in any way or otherwise be
deemed its agent. The Portfolio Manager understands that unless expressly
provided herein or authorized from time to time by the Fund and except as
otherwise contemplated herein, the Portfolio Manager shall have no authority to
act for or represent the Fund in any way or otherwise be deemed the Fund's
agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3
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under the 1940 Act, the Portfolio Manager hereby agrees that all records which
it maintains for the Series are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund's or the
Adviser's request, although the Portfolio Manager may, at its own expense, make
and retain a copy of such records. The Portfolio Manager further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-l 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.
10. Cooperation. Each party to this Agreement agrees to cooperate with
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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.
11. Responsibility and Control. Notwithstanding any other provision of
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this Agreement, it is understood and agreed that the Fund shall at all times
retain the ultimate responsibility for and control of all functions performed
pursuant to this Agreement and reserves the right to direct any action hereunder
taken on its behalf by the Portfolio Manager pursuant to guidelines provided to
Portfolio Manager in writing.
12. Services Not Exclusive. It is understood that the services of the
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Portfolio Manager are not exclusive, and nothing in this Agreement shall prevent
the Portfolio Manager (or its affiliates) from providing similar services to
other clients, including investment companies (whether or not their investment
objectives and policies are similar to those of the Series) or from engaging in
other activities.
13. 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 the Adviser agree that
the Portfolio Manager, any affiliated person of the Portfolio Manager, and each
person, if any, who, within the meaning of Section 15 of the 1933 Act, controls
the 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 the
Portfolio Manager's duties, or by reason of reckless disregard of the Portfolio
Manager's obligations and duties under this Agreement.
The Adviser shall indemnify and hold harmless Portfolio Manager,
individually and as investment manager, from and against any and all third-party
claims (including reasonable attorneys' fees, with respect to counsel reasonably
satisfactory to the Adviser or retained by the Adviser for Portfolio Manager),
arising from or relating to the performance by or obligations of Portfolio
Manager as investment manager hereunder except to the extent any such claims are
caused by the negligence or willful misconduct of Portfolio Manager.
14. Duration and Termination. This Agreement shall become effective as of
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January 1, 1994 and shall continue in effect for two years from such date and
continue thereafter on an annual basis with respect to the Series; provided that
such annual continuance is specifically approved at least annually (a) by the
vote of a majority of the Board of Trustees of the Fund, or (b) by the vote of a
majority of the outstanding voting shares of each Series, and provided that
continuance is also approved by the vote of a majority of the Board of Trustees
of the Fund who are not parties to this Agreement or "interested persons" (as
such term is defined in the 0000 Xxx) of the Fund, the Adviser, or the Portfolio
Manager, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may not be materially amended without a majority vote
of the outstanding shares (as defined in the 0000 Xxx) of the Series. This
Agreement may be terminated:
(a) by the Fund at any time with respect to the services provided by the
Portfolio Manager, without the payment of any penalty, forfeiture, compulsory
buyout amount, or performance of any other obligation which could deter
termination, by vote of a majority of the entire Board of Trustees of the Fund
or by a vote of a majority of the outstanding voting shares of the Fund or, with
respect to a particular Series, by vote of a majority of the outstanding voting
shares of such Series, on 60 days' written notice to the Portfolio Manager and
the Adviser;
(b) by the Portfolio Manager at any time, without the payment of any
penalty, forfeiture, compulsory buyout amount or performance of any other
obligation which could deter termination, upon 60 days' written notice to the
Adviser and the Fund.
(c) by the Adviser at any time, without the payment of any penalty,
forfeiture, compulsory buyout amount or performance of any other obligation
which could deter termination, upon 60 days' written notice to the Portfolio
Manager and the Fund.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 0000 Xxx) of a particular Series shall be
effective to continue this Agreement with respect to such Series notwithstanding
(a) that this Agreement has not been approved by the holders of a majority of
the outstanding shares of any other Series or (b) that this Agreement has not
been approved by the vote of a majority of the outstanding shares of the Fund,
unless such approval shall be required by any other applicable law or otherwise.
In the event of termination for any reason, all records of the Series shall
promptly be returned to the Adviser or the Fund, free from any claim or
retention of rights in such record by the Portfolio Manager, although the
Portfolio Manager may, at its own expense, make and retain a copy of such
records. This Agreement will terminate automatically in event of its assignment
(as that term is defined in the 1940 Act), but shall not terminate in connection
with any transaction not deemed an assignment within the meaning of Rules 2a-6
under the 1940 Act, or any other rule adopted by the SEC regarding transactions
not deemed to be assignments. In the event this Agreement is terminated or is
not approved in the manner described above, the Sections or Paragraphs numbered
2(g), 2(i), 9, 10, 11, 13 and 15 of this Agreement as well as any applicable
provision of this Paragraph numbered 14 shall remain in effect.
15. Use of Name.
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(a) It is understood that the name "Pacific Mutual Life Insurance Company"
or "Pacific Mutual", or "Pacific Select Fund" or "Pacific Select" or any
derivative thereof or logo associated with that name is the valuable property of
the Adviser and its affiliates, and that the Portfolio Manager has the right to
use such name (or derivative or logo) only with the approval of the Adviser and
only so long as the Adviser is an investment adviser to the Fund and/or the
Series. Upon termination of the 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 X.X. Xxxxxx or any derivative thereof or
logo associated with that name is the valuable property of the Portfolio Manager
and that the Adviser has the right to use such name (or derivative or logo), in
offering materials of the Fund and/or Series with the approval of the Portfolio
Manager and for so long as the Portfolio Manager is a Portfolio Manager to the
Fund and/or the Series. Upon termination of this Agreement between the Adviser
and the Portfolio Manager, the Fund and the Adviser shall forthwith cease to use
such name (or derivative or logo).
16. Limitation of Liability. A copy of the Amended and Restated Agreement
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and Declaration of Trust for the Fund is on file with the Secretary of the
Commonwealth 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.
17. Miscellaneous.
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(a) This Agreement shall be governed by the laws of California, 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
0000 Xxx.
(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) To the extent permitted under Section 14 of this Agreement, this
Agreement may only be assigned by any party with prior written consent of the
other parties.
(d) 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 thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise with regard to any party hereunder, such provisions with respect to
other parties hereto shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
Attest: /s/ XXXXX X. XXXXXX By: /s/ XX XXXXXX
Title: Assistant Vice President Title: Chairman and Chief Executive
Officer
Attest: /s/ XXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXXXX
Title: Assistant Vice President Title: Chief Investment Officer
X.X. XXXXXX INVESTMENT
MANAGEMENT INC.
Attest: /s/ XXXX X. XXXXXX By: /s/ XXXXXX XXXXXXX
Title: Assistant Vice President Title: President
PACIFIC SELECT FUND
Attest: /s/ XXXXX X. XXXXXX By: /s/ XX XXXXXX
Title: Assistant Vice President Title: President
