FORM OF NOTICE OF AND CONSENT TO ASSIGNMENT OF SUB-ADVISORY AGREEMENT
Exhibit (d)(37)
FORM OF
NOTICE OF AND CONSENT TO
ASSIGNMENT OF SUB-ADVISORY AGREEMENT
Reference is made to the two Portfolio Management Agreements among Lazard Asset Management (“XXX”), a division of Lazard Freres & Co. LLC (“Lazard Freres”), Pacific Life Insurance Company (“Investment Adviser”) and Pacific Select Fund (the “Fund”), the first dated January 1, 2001 for the International Value Portfolio and the second dated December 18, 1998 for the Mid-Cap Value Portfolio, (together the “Agreements”).
On January 13, 2003, XXX reorganized into Lazard Asset Management LLC (“XXX LLC”), a Delaware limited liability company and a wholly-owned subsidiary of Lazard Freres. On that date, XXX LLC succeeded to the entire investment advisory business previously conducted by XXX. This change in legal structure had no effect on the management of XXX LLC, its investment strategy, the portfolio management services it offers, or any other services it provides. As a result of the reorganization, XXX intends to assign the Agreements to XXX LLC.
The assignment will not result in an actual change in control, which would result in termination of the Agreements due to “assignment” pursuant to Section 2(a)(4) of the Investment Company Act of 1940, and Rule 2a-6 thereunder. Lazard Freres obtained from its legal counsel, a legal memorandum dated April 17, 2002 that describes the reorganization and concludes that the assignment will not result in an actual change in control, a copy of which is attached hereto.
NOW THEREFORE, in consideration of the premises:
| 1. | Subject to the approval of and ratification by the Board of Trustees of the Fund for XXX LLC to serve as Fund’s sub-adviser, effective January 13, 2003: |
| X. | XXX assigns all duties and obligations arising under the Agreements to XXX LLC; and | |||
| X. | XXX LLC hereby agrees to assume all duties and obligations, and associated liabilities, arising out of the Agreements and to become a party to said Agreements upon the terms and conditions set forth herein, standing in stead of XXX. | |||
| 2. | The Investment Adviser and the Fund consent to the assignment of the Agreements. | |||
| 3. | Prior to the execution of said consent, the Investment Adviser and the Fund shall obtain the approval of the Fund’s Board of Trustees to approve and ratify XXX LLC as the Fund’s new sub-adviser. | |||
| 4. | All terms and conditions set forth in the Agreements are hereby confirmed and remain in full force and effect. |
IN WITNESS WHEREOF, the parties have caused this Notice and Consent to Assignment of Sub-Advisory Agreement to be executed by their respective officers.
Lazard Fréres & Co. LLC |
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Pacific Life Insurance Company |
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