CONSENT TO TRANSFER AND AMEND THE PORTFOLIO MANAGEMENT AGREEMENT
Exhibit (d)(t)(4)
CONSENT TO TRANSFER AND AMEND
THE PORTFOLIO MANAGEMENT AGREEMENT
THE PORTFOLIO MANAGEMENT AGREEMENT
Reference is made to the Portfolio Management Agreement among Pacific Select Fund (the
“Fund”), a Massachusetts business trust, NFJ Investment Group L.P. (“Portfolio Manager”), a
Delaware limited partnership, and Pacific Life Insurance Company (“Investment Adviser” or “Pacific
Life”), a Nebraska corporation dated the 1st day of May, 2003, as amended to date, (the
“Agreement”).
RECITALS
Pacific Life recently formed Pacific Life Fund Advisors LLC (PLFA), a Delaware limited
liability company and subsidiary of Pacific Life, to take over the investment advisory services
Pacific Life performs for the Fund and to receive the fees the Fund pays Pacific Life for its
advisory services, via transfer of the Agreement (the Transfer);
As a result of the Transfer, PLFA is to serve as the investment adviser to the Fund
in place of Pacific Life;
The Transfer will not result in a change of actual control or management, which would result
in an automatic termination of the Agreement due to “assignment” pursuant to Section 2(a)(4) of the
1940 Act, and Rule 2a-6 thereunder. Pacific Life has obtained an opinion from its legal counsel,
Dechert LLP, (Dechert) confirming its conclusion that the Transfer will not result in an actual
change in control or management; and
The Fund’s Board of Trustees acknowledged the transfer of the Agreement at its meeting on
March 20, 2007.
NOW, THEREFORE, in consideration of the premises:
1. | Effective May 1, 2007: |
a. | Pacific Life assigns all duties and obligations, and associated liabilities arising out of the Agreement to PLFA; and | ||
b. | PLFA hereby agrees to assume all duties and obligations, and associated liabilities arising out of the Agreement and to become a party to said Agreement upon the terms and conditions set forth therein, other than as modified below in paragraph 4, standing in the stead of Pacific Life. |
2. | The Investment Adviser, Portfolio Manager and the Fund consent to the assignment of the Agreement. | ||
3. | All terms and conditions of the Agreement are hereby confirmed by all parties. |
4. | Paragraph (a) of Section 16 Use of Name, is hereby deleted in its entirety and replaced with the following: | ||
It is understood that the names “Pacific Life Fund Advisors LLC”, “Pacific Life Insurance Company” or any derivative thereof or logo associated with those names are the valuable property of Pacific Life and that the Fund has the right to use those names (or derivatives or logos) in the Prospectus, SAI, the Fund’s Registration Statement or other filings, or in other forms or reports required under applicable state or federal securities, insurance, or other law, for so long as the Investment Adviser is investment adviser to the Fund, provided, however, that (i) the Fund may continue to use all above names of Investment Adviser in its Registration Statement and other documents to the extent deemed necessary by the Fund to comply with disclosure obligations under applicable law and regulation, or in the opinion of counsel to the Investment Adviser or the Fund or as directed by the Securities and Exchange Commission, such use is necessary to make the disclosures contained in the Fund’s Registration Statement not misleading; and (ii) the Fund shall not use the Investment Adviser’s name or logo in promotional or sales related materials prepared by or on behalf of the Fund, without prior review and approval by the Investment Adviser, which may not be unreasonably withheld. Upon termination of this Agreement, the Fund shall forthwith cease to use such names (and logo), except as provided for herein. | |||
5. | Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following: (see attached Exhibit A) | ||
6. | All terms and conditions set forth in the Agreement, other than as modified above, are hereby confirmed and remain in full force and effect. |
IN WITNESS WHEREOF, the parties have caused this Consent to Transfer and Amendment to the
Portfolio Management Agreement to be executed by their respective officers.
Accepted and Agreed:
Pacific Life Fund Advisors LLC | ||||||||||
By:
|
/s/ Xxxxxx X. Xxxxxxxx | By: | /s/ Xxxx X. Xxxx | |||||||
Name: Xxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxx | |||||||||
Title: Vice President | Title: Asst. Vice President & Asst. Secretary | |||||||||
Pacific Life Insurance Company | ||||||||||
By:
|
/s/ Xxxx Xxx Xxxxx | By: | /s/ Xxxx X. Xxxx | |||||||
Name: Xxxx Xxx Xxxxx | Name: Xxxx X. Xxxx | |||||||||
Title: Senior Vice President | Title: Asst. Vice President & Asst. Secretary | |||||||||
Pacific Select Fund | ||||||||||
By:
|
/s/ Xxxxxx X. Xxxxxxxx | |||||||||
Name: Xxxxxx X. Xxxxxxxx | ||||||||||
Title: Vice President | ||||||||||
NFJ Investment Group L.P. | ||||||||||
By:
|
/s/ Xxx Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
Name: Xxx Xxxxxxx | Name: Xxxxxxx X. Xxxxxxxx | |||||||||
Title: Managing Director | Title: Managing Director & COO |
EXHIBIT A
PACIFIC SELECT FUND
FEE SCHEDULE
FEE SCHEDULE
Effective: May 1, 2007
Portfolio: Small-Cap Value
The Investment Adviser will pay to the Portfolio Manager a monthly fee based on an annual
percentage of the combined average daily net assets of the PL Small-Cap Value Fund of Pacific Life
Funds and the Small-Cap Value Portfolio of Pacific Select Fund, according to the following
calculation:
(a) | Rate (%) Break Point (assets) | ||
0.40% on the first $500 million 0.35% on excess over $500 million |
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(b) | The ratio of the Small-Cap Value Portfolio’s average daily net assets over the combined assets. |
The fees for services shall be prorated for any portion of a year in which the Agreement is
not effective.