TEMPORARY ADVISORY FEE WAIVER AGREEMENT LONG/SHORT LARGE-CAP PORTFOLIO OF PACIFIC SELECT FUND
Exhibit (d)(b)(5)
This ADVISORY FEE WAIVER AGREEMENT (“Agreement”), by and between Pacific Life Fund Advisors
LLC (the “Adviser”), Pacific Select Fund (the “Trust”), and X.X. Xxxxxx Investment Management Inc.
(“XX Xxxxxx”), on behalf of the Long/Short Large-Cap Portfolio, a portfolio of the Trust
(“Portfolio”) is effective as of December 1, 2008.
WHEREAS, the Trust is a Massachusetts business trust and is registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of
the series type;
WHEREAS, the Adviser, the Trust and XX Xxxxxx are parties to a Portfolio Management Agreement
dated on May 1, 2008, pursuant to which the XX Xxxxxx provides investment advisory services to the
Portfolio for compensation based on the value of the average daily net assets of the Portfolio;
WHEREAS, XX Xxxxxx manages a designated portion of the Portfolio (“Segment”);
WHEREAS, under normal circumstances, XX Xxxxxx employs a long/short investment strategy for
their portion of the Portfolio by investing up to 50% of its Segment in short securities up to 150%
of its Segment in long securities;
WHEREAS, Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) was hired to provide prime
brokerage services to the Portfolio which included borrowing securities to sell short and providing
financing to purchase additional long securities;
WHEREAS, Xxxxxx Xxxxxxx closed down its prime brokerage business thereby terminating the prime
brokerage agreement with the Trust, causing the Portfolio to unwind its open positions, both long
and short, with Xxxxxx Xxxxxxx;
WHEREAS, the Trust is currently in the process of finding a new prime broker for the Portfolio
and until such time as a new prime broker is retained, XX Xxxxxx will employ a 100% long only
strategy; and
WHEREAS, in the interim period of time that the XX Xxxxxx is employing a 100% long only
strategy, XX Xxxxxx has agreed to temporarily reduce their investment advisory fees;
NOW THEREFORE, the parties hereto agree as follows:
I. | Advisory Fee Waiver |
Amount of Waiver. During the term of this Agreement and for so long as XX Xxxxxx, employs a long only investment strategy, XX Xxxxxx hereby agrees to waive 0.25% of its annual investment advisory fee based on the average daily net assets of its Segment. |
II. | Term and Termination of Agreement. | |
This agreement shall begin on December 1, 2008 and will continue until XX Xxxxxx resumes investing in a long/short strategy consistent with the Portfolio’s stated investment goal, or until April 30, 2009 whichever happens first. Notwithstanding the pervious sentence, this Agreement shall terminate upon termination of the Portfolio Management Agreement between the parties, or it may be terminated by the Trust, without payment of any penalty, upon ninety (90) days’ prior written notice to the Adviser at its principal place of business. |
III. | Miscellaneous. |
A. | Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any provisions hereof or otherwise affect their construction or effect. | ||
A. | Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Portfolio Management Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Portfolio Management Agreement or the 1940 Act. | ||
B. | Choice of Law. This Agreement shall be governed by the law of the State of California, without regard to the conflicts of law provisions thereof. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective
officers thereunto duly authorize and their respective corporate seals to be hereunto affixed, as
of the day and year first above written.
PACIFIC SELECT FUND | ||||||
BY: | /s/ M. A. Xxxxx |
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Name: | Xxxx Xxx Xxxxx | |||||
Title: | President | |||||
BY: | /s/ Xxxxxx X. Milfs |
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Name: | Xxxxxx X. Milfs | |||||
Title: | Secretary | |||||
PACIFIC LIFE FUND ADVISORS LLC | ||||||
BY: | /s/ Xxxxxx X. Xxxxxxxx |
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Name: | Xxxxxx Xxxxxxxx | |||||
Title: | Vice President | |||||
BY: | /s/ Xxxxxx X. Milfs |
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Name: | Xxxxxx X. Milfs | |||||
Title: | Secretary | |||||
X.X. XXXXXX INVESTMENT MANAGEMENT INC. | ||||||
BY: | /s/ Xxxxx X. Xxxxxx |
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Name: | Xxxxx X. Xxxxxx | |||||
Title: | Vice President |