CONSENT TO TRANSFER PORTFOLIO MANAGEMENT AGREEMENT
Exhibit (d)(x) (1)
CONSENT TO TRANSFER PORTFOLIO MANAGEMENT AGREEMENT
Reference is made to the Portfolio Management Agreement among Pacific Select Fund (the
“Fund”), a Massachusetts business trust, Xxxxxxx Xxxxxx Investment Management, L.P. (“Portfolio
Manager”), a Delaware limited partnership, and Pacific Life Insurance Company (“Investment Adviser”
or “Pacific Life”), a Nebraska corporation dated the 26th day of April, 2005, 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 advisory agreement, as well as all sub-advisory agreements
(together 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 3, standing in the stead of Pacific Life. |
| 2. | The Investment Adviser, Portfolio Manager, and the Fund consent to the assignment of the Agreement. |
| 3. | 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.”
| 4. | All references to VN Small-Cap Value Portfolio are hereby deleted and changed to Small-Cap Equity Portfolio. |
| 5. | 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 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 | |||||||
By:
|
/s/ Xxxxxx X. Xxxxxxxx | |||
| Name: Xxxxxx X. Xxxxxxxx | ||||
| Title: Vice President | ||||
Xxxxxxx Xxxxxx Investment Management, L.P.
By:
|
/s/ Xxx X. Xxxxxxxxxx | |||
| Name: Xxx X. Xxxxxxxxxx | ||||
| Title: President | ||||
