NOVATION AGREEMENT
Exhibit (d)(ff)(2)
This Novation Agreement (the “Agreement”) by and among Xxxxx Xxxxx Management, a Massachusetts
business trust (“Xxxxx Xxxxx”), Boston Management & Research, a Massachusetts business trust
(“BMR”), Pacific Life Fund Advisors LLC, a Delaware limited liability company (the “Investment
Adviser”) and Pacific Select Fund, a Massachusetts business trust (the “Trust”), is effective the
1st day of August, 2013.
WHEREAS, the Trust has retained the Investment Adviser to render investment advisory services
to the Global Absolute Return and Floating Rate Loan Portfolios (the “Portfolios”), each a series
of the Trust, pursuant to an Investment Advisory Agreement dated November 9, 1987, as amended, by
and between the Trust and the Investment Adviser;
WHEREAS, the Trust and the Investment Adviser have, in turn, retained Xxxxx Xxxxx as
sub-adviser to the Portfolios pursuant to a Subadvisory Agreement dated May 1, 2010, as amended
September 28, 2012, by and among the Investment Adviser, Xxxxx Xxxxx and the Trust (the
“Subadvisory Agreement”);
WHEREAS, the Investment Adviser, Xxxxx Xxxxx and BMR are each registered with the Securities
and Exchange Commission as investment advisers under the Investment Advisers Act of 1940, as
amended;
WHEREAS, Xxxxx Xxxxx has proposed that BMR replace Xxxxx Xxxxx as the subadviser to the
Portfolios (the “Transfer”);
WHEREAS, in connection with the Transfer, Investment Adviser desires to effect a novation of
the Subadvisory Agreement so that BMR is substituted for Xxxxx Xxxxx as a party to the Subadvisory
Agreement and Xxxxx Xxxxx is released from its obligations under the Subadvisory Agreement (except
as may be provided in a separate Guaranty Agreement), and BMR desires to accept the novation
thereof; and
WHEREAS, in reliance upon the information provided by Xxxxx Xxxxx and BMR, the Investment
Adviser desires to consent to such novation and the trust has approved the Transfer.
NOW, THEREFORE, in consideration of the premises, promises, and mutual covenants and
consideration contained in the Subadvisory Agreement and herein, and for other good and valuable
consideration paid, the receipt and sufficiency of which are hereby acknowledged by the parties,
the parties agree that the Subadvisory Agreement is hereby amended as follows:
1. Novation and Acceptance. Subject to the terms and conditions contained herein, Xxxxx Xxxxx
hereby effects a novation of the Subadvisory Agreement and substitutes BMR for Xxxxx Xxxxx as a
party to the Subadvisory Agreement (the “Novation”), and BMR hereby accepts the Novation and hereby
releases Xxxxx Xxxxx from all of its duties and obligations under the Subadvisory Agreement, and
assumes all rights, duties and obligations of Xxxxx Xxxxx under the Subadvisory Agreement, and the
Trust and the Investment Adviser hereby consent to such
Novation and hereby release Xxxxx Xxxxx from all of its duties and obligations under the
Subadvisory Agreement; provided, however, that nothing herein shall release Xxxxx
Xxxxx from any liabilities arising from conduct prior to the date hereof or any liabilities assumed
pursuant to a separate Guaranty Agreement, nor shall BMR be liable to the Trust or the Investment
Adviser for any such liabilities.
2. Term. The Novation shall become effective as of the date hereof and shall extend for so long as
the terms specified in Section 15 of the Subadvisory Agreement are satisfied or until terminated in
accordance with Section 15 of the Subadvisory Agreement.
3. No Termination. The parties agree that the Subadvisory Agreement, as so novated, shall remain in
full force and effect after the Novation.
4. Technical Amendment. The parties agree that all references to Xxxxx Xxxxx in the Subadvisory
Agreement shall hereby be changed to BMR.
5. Execution in Counterpart. This Agreement may be executed in multiple counterparts and
all counterparts so executed will constitute one and the same agreement binding on all of the
parties.
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Novation Agreement (PSF) dated August 1, 2013
Novation Agreement (PSF) dated August 1, 2013
IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement to be
executed as of the day and year first above written.
XXXXX XXXXX MANAGEMENT | ||||||||||
By:
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/s/ Xxxxxxx X. Gemma
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Name: Xxxxxxx A Gemma | ||||||||||
Title: Vice President | ||||||||||
BOSTON MANAGEMENT & RESEARCH | ||||||||||
By:
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/s/ Xxxxxxx X. Gemma
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|||||||||
Name: Xxxxxxx A Gemma | ||||||||||
Title: Vice President | ||||||||||
PACIFIC LIFE FUND ADVISORS LLC | ||||||||||
By:
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/s/ Xxxxxx X. Xxxxxxxx
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By: | /s/ Xxxxxxx X. XxxXxxxx
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|||||||
Name: Xxxxxx X. Xxxxxxxx | Name: Xxxxxxx X. XxxXxxxx | |||||||||
Title: VP, Fund Advisor Operations | Title: VP & Assistant Secretary | |||||||||
PACIFIC SELECT FUND | ||||||||||
By:
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/s/ Xxxxxx X. Xxxxxxxx
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By: | /s/ Xxxxxxx X. XxxXxxxx
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|||||||
Name: Xxxxxx X. Xxxxxxxx | Name: Xxxxxxx X. XxxXxxxx | |||||||||
Title: Vice President | Title: VP & Assistant Secretary |
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Novation Agreement (PSF) dated August 1, 2013
Novation Agreement (PSF) dated August 1, 2013