PACIFIC SELECT FUND AMENDMENT NO. 3 TO THE PORTFOLIO MANAGEMENT AGREEMENT
Exhibit (d)(n)(A)(3)
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”), effective the 1st day of
January, 2011.
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 as follows:
| 1. Section 2(c) is hereby amended by adding the following as a new second paragraph: |
The Investment Adviser and the Fund hereby acknowledge receipt of the current best execution
policy of Portfolio Manager’s London branch. Portfolio Manager shall provide the Investment
Adviser and the Fund with updated versions of such policy as it may be amended, supplemented, or
modified from time to time. Upon the adoption of Subadviser’s procedures by the Board, and subject
to the requirements of U.S. laws rules, and regulations, including, without limitation, the 1940
Act and the Investment Advisers Act of 1940, as amended (the Advisers Act), and the rules
thereunder, the Investment Adviser and the Fund agree that the Portfolio Manager’s London branch
may follow the then-current version of such best execution policy in managing the Portfolio. In
addition, the Investment Adviser and the Fund agree that in managing the Portfolio, the Portfolio
Manager’s London branch may execute trades in markets that are not “regulated markets” as that term
is defined in the “Markets in Financial Instruments Directive” and may utilize a multilateral
trading facility.
2. Section 2(f)(iii) is hereby amended by adding the following to the end of the section:
“and providing the fair value of any such security based on Portfolio Manager’s
procedures”
The following Sections 22, 23, and 24 are hereby added to the Agreement:
22. Professional Client. The Investment Adviser and the Fund acknowledge that all services
provided by the Portfolio Manager through its London Branch under this Agreement are
provided on the basis that the Investment Adviser and the Fund are considered to be
“Professional Clients” by Portfolio Manager within the meaning of the U.K. Financial
Services Authority’s rules.
23. Delegation of Duties. Portfolio Manager may employ, pursuant to the Fund’s Policies and
Procedures on Disclosure of Portfolio Holdings (“Disclosure Policy”), an affiliate or a
third party to perform certain non-advisory services including any accounting,
administrative, reporting or other ancillary services required to enable
Portfolio Manager to perform its functions under this Agreement. Portfolio Manager will act
in good faith in the selection, use and monitoring of affiliates and other third parties,
and any delegation or appointment hereunder shall not relieve Portfolio Manager of any of
its obligations under this Agreement. Notwithstanding any other provision of this Agreement,
the Portfolio Manager may disclose information, including confidential information, about
the Portfolio to any such affiliate or third party for the purpose of this provision as long
as such disclosure is in compliance with the Trust’s Disclosure Policy. Subadviser shall be
liable to the Trust for any violation of the Trust’s Disclosure Policy by any affiliate or
third party it employs.
24. Customer Identification Program. To help the government fight the funding of terrorism
and money laundering activities, Portfolio Manager has adopted a Customer Identification
Program, (“CIP”) pursuant to which Portfolio Manager is required to obtain, verify and
maintain records of certain information relating to its clients. In order to facilitate
Portfolio Manager’s compliance with its CIP, the Investment Adviser hereby represents and
warrants that (i) it has provided the Portfolio Manager with the Portfolio’s taxpayer
identification number or other government issued identification number, (ii) all documents
provided to Portfolio Manager are true and accurate as of the date hereof, and (iii) the
Investment Adviser agrees to provide to Portfolio Manager such other information and
documents that Portfolio Manager requests in order to comply with Portfolio Manager’s CIP.
3. Exhibit A, effective May 1, 2008, is hereby deleted in its entirety and replaced with the
following:
(see attached Exhibit A effective January 1, 2011)
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/ Xxxxxxx X. XxxXxxxx | ||||||||
| Name: | Xxxxxx X. Xxxxxxxx | Name: | Xxxxxxx X. XxxXxxxx | ||||||||
| Title: | VP, Fund Advisor Operations | Title: | AVP & Assistant Secretary | ||||||||
| X. X. XXXXXX INVESTMENT MANAGEMENT INC. |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. XxxXxxxx | ||||||||
| Name: | Xxxxxx X. Xxxxxxxx | Name: | Xxxxxxx X. XxxXxxxx | ||||||||
| Title: | Vice President | Title: | AVP & Assistant Secretary | ||||||||
Exhibit A
PACIFIC SELECT FUND
FEE SCHEDULE
FEE SCHEDULE
Effective: January 1, 2011
Portfolio [Segment]: Long/Short Large-Cap
The Investment Adviser will pay to the Portfolio Manager a monthly fee for its services for the
above noted Portfolio based on an annual percentage of the average daily net assets of the Segment
of the Long/Short Large-Cap Portfolio according to the following schedule: 0.65%
In recognition of the fact that the Portfolio Manager may have an inherent constraint with respect
to the amount of money that Portfolio Manager is able to manage in a particular strategy, Portfolio
Manager agrees to hold back or reserve total capacity (that is, agrees to accept a certain level of
dollars) for the Segment of the Long/Short Large-Cap Portfolio and the strategies employed for the
Portfolio and investments as follows:
Total reserved capacity: $750 million (to be determined on a net cash flow basis into the
account).
Fees for services shall be prorated for any portion of a year in which the Agreement is not
effective.
Portfolio: International Value
The Investment Adviser will pay to the Portfolio Manager a monthly fee for its services for the
above noted Portfolio based on:
(a) The annual percentage of the combined average daily net assets of the International Value
Portfolio and the PL International Value Fund of Pacific Life Funds according to the following
schedule:
| Rate% | Break Point (assets) | |
| 0.35% | Up to $1 billion |
|
| 0.30% | From $1 billion to $2 billion; AND |
|
| 0.25% | On the excess |
(b) The ratio of the International Value’s average daily net assets over the combined assets
of the International Value Portfolio and the PL International Value Fund.
In recognition of the fact that the Portfolio Manager may have an inherent constraint with respect
to the amount of money that Portfolio Manager is able to manage in a particular strategy, Portfolio
Manager agrees to hold back or reserve total capacity (that is, agrees to accept a certain
level of dollars) for the International Value Portfolio and the PL International Value Fund of
Pacific Life Funds (collectively, the “Fund”) in total and the strategies employed for the Fund
and investments as follows:
Total reserved capacity for the Fund: $3.5 billion dollars (to be determined on a net cash flow
basis into the account).
Fees for services shall be prorated for any portion of a year in which the Agreement is not
effective.
