EXHIBIT 99.5(g)
Portfolio Management Agreement - Greenwich Street Advisors
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 5th day of December, 1994 between Pacific Mutual
Life Insurance Company ("Adviser"), a California corporation, and Mutual
Management Corp. on behalf of its Greenwich Street Advisors Division ("Portfolio
Manager"), a New York corporation, and Pacific Select Fund (the "Fund"), a
Massachusetts Business Trust.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission ("SEC") as an open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio; and
WHEREAS, the Fund currently offers multiple series, two of which are
designated as the Equity Series and the Bond and Income Series, such Series
together with any other series subsequently established by the Fund, with
respect to which the Fund and Adviser desire to retain the Portfolio Manager to
render investment advisory services hereunder, and with respect to which the
Portfolio Manager is willing to do so, being herein collectively referred to
also as the "Series"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act");
and
WHEREAS, the Fund has retained the Adviser to render investment
advisory services to the Series pursuant to an Advisory Agreement, as amended,
and such Agreement authorizes the Adviser to engage Portfolio Manager to
discharge the Adviser's responsibilities with respect to the investment
management of the Series, a copy of which has been provided to the Portfolio
Manager and is incorporated by reference herein; and
WHEREAS, the Fund and the Adviser desire to retain the Portfolio
Manager to furnish investment advisory services to one or more of the Series of
the Fund, and the Portfolio Manager is willing to furnish such services to such
Series and the Adviser in the manner and on the terms hereinafter set forth; and
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Fund, the Adviser,
and the Portfolio Manager as follows:
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1. Appointment. The Fund and the Adviser hereby appoint Greenwich
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Street Advisors Division of Mutual Management Corp. to act as Portfolio Manager
to the Equity Series and the Bond and Income Series (the "Series") for the
periods and on the terms set forth in this Agreement. The Portfolio Manager
accepts such appointment and agrees to furnish the services herein set forth for
the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to
render investment advisory services to one or more series other than the Series,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Fund and Adviser
in writing, whereupon such series shall become a Series hereunder, and be
subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the
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Fund's Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Series and determine the composition of
the assets of the Series, including determination of the purchase, retention, or
sale of the securities, cash, and other investments for the Series. The
Portfolio Manager will provide investment research and analysis, which may
consist of computerized investment methodology, and will conduct a continuous
program of evaluation, investment, sales, and reinvestment of the Series' assets
by determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Series, when these transactions
should be executed, and what portion of the assets of the Series should be held
in the various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Series. The Portfolio Manager will provide the services under
this Agreement in accordance with the Series' investment objective or
objectives, investment policies, and investment restrictions as stated in the
Fund's Registration Statement filed on Form N-1A with the SEC, as supplemented
or amended from time to time, copies of which shall be sent promptly to the
Portfolio Manager by the Adviser. Until the Adviser delivers any supplements or
amendments to the Portfolio Manager the Portfolio Manager shall be fully
protected in relying on the Fund's Registration Statement previously furnished
to the Portfolio Manager by the Adviser. In performing these duties, the
Portfolio Manager:
(a) Will (1) manage the Series so that it will qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code, (2) manage
the Series so as to ensure compliance by the Series with the diversification
requirements of Section 817(h) of the Internal Revenue Code and Regulations
issued thereunder, and (3) manage the Series so as to ensure compliance with the
Series' objectives, investment policies and investment restrictions as stated in
the Fund's Prospectus and Statement of Additional Information. The Adviser will
notify the Portfolio Manager of any amendments to the Section 817(h) of the
Internal Revenue Code and Regulations issued thereunder. In managing the Series
in accordance with these requirements, the Portfolio Manager shall be entitled
to receive and act upon advice of counsel to the Fund, counsel to the Adviser,
or counsel to the Portfolio Manager that is also acceptable to the Adviser.
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(b) Shall comply with the Series' procedures, policies, and guidelines
adopted by the Fund's Board of Trustees pursuant to the rules and regulations
promulgated under the 1940 Act and/or federal or state laws pertaining to
investment vehicles underlying variable annuity or variable life insurance
contracts and releases and interpretations related thereto (such Procedures,
Policies and Guidelines to be furnished by the Fund to the Portfolio Manager)
and with the provisions of the Fund's Registration Statement filed on Form N-1A
under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as
supplemented or amended from time to time. The Portfolio Manager shall be
responsible for its compliance with the Investment Advisers Act of 1940.
(c) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments for
the Series, for broker-dealer and futures commission merchant ("FCM") selection,
and for negotiation of commission rates. The Portfolio Manager's primary
consideration in effecting a security or other transaction will be to obtain the
best execution for the Series, taking into account the factors specified in the
Prospectus and Statement of Additional Information for the Fund, as they may be
amended or supplemented from time to time. Subject to such policies as the
Board of Trustees may determine and consistent with Section 28(e) of the
Securities Exchange Act of 1934, the Portfolio Manager shall not be deemed to
have acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Series to pay a broker or
dealer, acting as agent, for effecting a portfolio transaction at a price in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction, if the Portfolio Manager determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Portfolio Manager's or its
affiliates overall responsibilities with respect to the Series and to its other
clients as to which it exercises investment discretion. To the extent
consistent with these standards, and in accordance with Section 11(a) of the
Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and subject to
any other applicable laws and regulations including Section 17(e) of the 1940
Act, the Portfolio Manager is further authorized to allocate the orders placed
by it on behalf of the Series to the Portfolio Manager if it is registered as a
broker or dealer with the SEC or as a FCM with the Commodities Futures Trading
Commission ("CFTC"), to any of its affiliates that are registered as a broker or
dealer with the SEC or as a FCM with the CFTC, or to such brokers and dealers
that also provide research or statistical research and material, or other
services to the Series or the Portfolio Manager. Such allocation shall be in
such amounts and proportions as the Portfolio Manager shall determine consistent
with the above standards, and, upon request, the Portfolio Manager will report
on said allocation to the Adviser and Board of Trustees of the Fund, indicating
the brokers, dealers or FCMs to which such allocations have been made and the
basis therefor.
(d) May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of a Series as well as any other investment
advisory clients, to the extent permitted by applicable laws and regulations,
but shall not be obligated to, aggregate the securities
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to be so sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in the Registration
Statement. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Portfolio
Manager in a manner that is fair and equitable in the judgment of the Portfolio
Manager in the exercise of its fiduciary obligations to the Fund and to such
other clients.
(e) Will, in connection with the purchase and sale of securities for
the Series, together with the Adviser, arrange for the transmission to the
custodian, and the recordkeeping agent for the Fund on a daily basis, such
confirmations, trade tickets, and other documents and information, including,
but not limited to, Cusip, Sedol, or other numbers that identify securities to
be purchased or sold on behalf of the Series, as may be reasonably necessary to
enable the custodian and recordkeeping agent to perform its administrative and
recordkeeping responsibilities with respect to the Series, and with respect to
portfolio securities to be purchased or sold through the Depository Trust
Company, will arrange for the automatic transmission of the confirmation of such
trades to the Fund's custodian, recordkeeping agent, and, if required, the
Adviser.
(f) Will assist the custodian and recordkeeping agent for the Fund in
determining or confirming, consistent with the procedures and policies stated in
the Registration Statement for the Fund, the value of any portfolio securities
or other assets of the Series for which the custodian and recordkeeping agent
seek assistance from the Portfolio Manager or identifies for review by the
Portfolio Manager.
(g) Will make available to the Fund, and the Adviser promptly upon
request, any of the Series' investment records and ledgers maintained by the
Portfolio Manager (which shall not include the records and ledgers maintained by
the custodian and recordkeeping agent for the Fund), as are necessary to assist
the Fund and the Adviser to comply with requirements of the 1940 Act and the
Investment Advisers Act of 1940, as well as other applicable laws, and will
furnish to regulatory authorities having the requisite authority any information
or reports in connection with such services which may be requested in order to
ascertain whether the operations of the Fund are being conducted in a manner
consistent with applicable laws and regulations.
(h) Will regularly report to the Fund's Board of Trustees on the
investment program for the Series and the issuers and securities represented in
the Series' portfolio, and will furnish the Fund's Board of Trustees with
respect to the Series such periodic and special reports as the Directors and the
Adviser may reasonably request.
(i) Will not disclose or use any records or information obtained
pursuant to this Agreement (excluding investment research and investment advice)
in any manner whatsoever except as expressly authorized in this Agreement or in
the ordinary course of business in connection with placing orders for the
purchase and sale of securities, and will keep confidential any information
obtained pursuant to this Agreement, and disclose such information
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only if the Board of Trustees of the Fund has authorized such disclosure, or if
such disclosure is required by applicable federal or state law or regulations or
regulatory authorities having the requisite authority. The Fund and the Adviser
will not disclose or use any records or information respecting the Portfolio
Manager obtained pursuant to this Agreement in any manner whatsoever except as
expressly authorized in this Agreement, and will keep confidential any
information obtained pursuant to this Agreement, and disclose such information
only as expressly authorized in this Agreement, if the Board of Trustees of the
Fund has authorized such disclosure, or if such disclosure is required by
applicable federal or state law or regulations or regulatory authorities having
the requisite authority.
(j) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not, to the
best of the Portfolio Manager's knowledge:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or arising out of
such person's conduct as an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government securities
dealer, transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesman, or employee of any
investment company, bank, insurance company, or entity or person required to be
registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent jurisdiction
from acting as an underwriter, broker, dealer, investment adviser, municipal
securities dealer, government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesman or employee of any
investment company, bank, insurance company, or entity or person required to be
registered under the Commodity Exchange Act, or from engaging in or continuing
any conduct or practice in connection with any such activity or in connection
with the purchase or sale of any security.
(k) Shall provide to Adviser a copy of Portfolio Manager's Form ADV as
filed with the Securities and Exchange Commisssion and a list of persons who
Portfolio Manager wishes to have authorized to give written and/or oral
instructions to Custodians of Fund assets for the Series.
3. Expenses. During the term of this Agreement, the Portfolio
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Manager will pay all expenses incurred by it and its staff and for their
activities in connection with its services under this Agreement. The Portfolio
Manager shall not be responsible, unless the Portfolio Manager is responsible
for an expense under the standards specified in Section 12 of this Agreement,
for any of the following:
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(a) Expenses of all audits by the Fund's independent public
accountants;
(b) Expenses of the Fund's transfer agent, registrar, dividend
disbursing agent, and shareholder recordkeeping services;
(c) Expenses of the Fund's custodial services including
recordkeeping services provided by the custodian;
(d) Expenses of the Fund's recordkeeping services provided by
the recordkeeping agent;
(e) Expenses of obtaining quotations for calculating the value of
the Series' net assets;
(f) Expenses of obtaining portfolio activity reports for each
Series;
(g) Expenses of maintaining the Fund's tax records;
(h) Salaries and other compensation of any of the Fund's
executive officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Portfolio Manager or its subsidiaries or
affiliates (except that the Adviser, or any of its subsidiaries or affiliates,
shall bear the expense with respect to executive officers and employees, if any,
who are officers, directors, stockholders or employees of the Adviser or of its
subsidiaries or affiliates);
(i) Taxes or governmental fees, if any, levied against the Fund
or any of its Series;
(j) Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the Series;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's
shareholders, the preparation and mailings of prospectuses and reports of the
Fund to its shareholders, the filing of reports with regulatory bodies, the
maintenance of the Fund's existence, and the registration of shares with federal
and state securities or insurance authorities;
(m) The Fund's legal fees, including the legal fees related to
the registration and continued qualification of the Fund's shares for sale;
(n) Costs of printing share certificates, if any, representing
shares of the Fund;
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(o) Trustees' fees and expenses to trustees of the Fund who are
not officers, employees, or stockholders of the Portfolio Manager or any
affiliate thereof (except that the Adviser shall bear the expense of any trustee
who is an officer, employee, or stockholder of the Adviser or any affiliate
thereof);
(p) The Fund's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including
expenses incurred in connection with litigation, proceedings and other claims
(unless Portfolio Manager is responsible for such expenses under Section 14 of
this Agreement) and the legal obligations of the Fund to indemnify its trustees,
officers, employees, shareholders, distributors, and agents with respect
thereto; and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
4. Compensation. For the services provided and the expenses borne
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by the Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee at an annual rate equal to .50% of the Equity Series'
average daily net assets up to $500 million, .45% of average daily net assets on
the next $500 million and .40% of average daily net assets thereafter; and .40%
of the Bond and Income Series' average daily net assets up to $500 million, .35%
of average daily net assets on the next $500 million and .30% of average daily
net assets thereafter. This fee shall be computed and accrued daily and payable
monthly.
5. Seed Money. The Adviser agrees that the Portfolio Manager shall
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not be responsible for providing money for the initial capitalization of any
Series.
6. Compliance.
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(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Fund in the event (i) that the SEC has censured the Portfolio
Manager; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, (ii)
upon having a reasonable basis for believing that a Series has ceased to qualify
or might not qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code, and (iii) upon having a reasonable basis for believing
that the Series has ceased to comply with the diversification provisions of
Section 817(h) of the Internal Revenue Code or the Regulations thereunder. The
Portfolio Manager further agrees to notify the Adviser and the Fund immediately
of any material fact known to the Portfolio Manager respecting or relating to
the Portfolio Manager that is not contained in the Registration Statement or
prospectus for the
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Fund, or any amendment or supplement thereto, or of any statement contained
therein that becomes untrue in any material respect.
(b) The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (i) that the SEC has censured the Adviser or the Fund;
placed limitations upon either of their activities, functions, or operations;
suspended or revoked the Adviser's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, (ii) upon having a reasonable basis for believing that a Series has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (iii) upon having a reasonable
basis for believing that the Series has ceased to comply with the
diversification provisions of Section 817(h) of the Internal Revenue Code or the
Regulations thereunder.
7. Independent Contractor. The Portfolio Manager shall for all
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purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Adviser from time to
time, have no authority to act for or represent the Adviser in any way or
otherwise be deemed its agent. The Portfolio Manager understands that unless
expressly provided herein or authorized from time to time by the Fund, the
Portfolio Manager shall have no authority to act for or represent the Fund in
any way or otherwise be deemed the Fund's agent.
8. Books and Records. In compliance with the requirements of Rule
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31a-3 under the 1940 Act, the Portfolio Manager hereby agrees that all records
which it maintains for the Series are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's or
the Adviser's request, although the Portfolio Manager may, at its own expense,
make and retain a copy of such records. The Portfolio Manager further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-l under the 1940 Act and to preserve the
records required by Rule 204-2 under the Advisers Act for the period specified
in the Rule.
9. Cooperation. Each party to this Agreement agrees to cooperate
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with each other party and with all appropriate governmental authorities having
the requisite jurisdiction (including, but not limited to, the SEC and state
insurance authorities) in connection with any investigation or inquiry relating
to this Agreement or the Fund.
10. Responsibility and Control. Notwithstanding any other provision
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of this Agreement, it is understood and agreed that the Fund shall at all times
retain the ultimate responsibility for and control of all functions performed
pursuant to this Agreement and reserves the right to direct, approve or
disapprove any action hereunder taken on its behalf by the Portfolio Manager.
11. Services Not Exclusive. It is understood that the services of
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the Portfolio Manager are not exclusive, and nothing in this Agreement shall
prevent the Portfolio Manager (or
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its affiliates) from providing similar services to other clients, including
investment companies (whether or not their investment objectives and policies
are similar to those of the Series) or from engaging in other activities.
12. Liability. Except as may otherwise be required by the 1940 Act
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or the rules thereunder or other applicable law, the Fund and the Adviser agree
that the Portfolio Manager, any affiliated person of the Portfolio Manager, and
each person, if any, who, within the meaning of Section 15 of the 1933 Act,
controls the Portfolio Manager shall not be liable for, or subject to any
damages, expenses, or losses in connection with, any act or omission connected
with or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of the Portfolio Manager's duties, or by reason of reckless disregard of the
Portfolio Manager's obligations and duties under this Agreement.
13. Duration and Termination. This Agreement shall become effective
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as of December 31, 1994 and shall continue in effect for two years from such
date and continue thereafter on an annual basis with respect to the Series;
provided that such annual continuance is specifically approved at least annually
(a) by the vote of a majority of the Board of Trustees of the Fund, or (b) by
the vote of a majority of the outstanding voting shares of each Series, and
provided that continuance is also approved by the vote of a majority of the
Board of Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Fund, the
Adviser, or the Portfolio Manager, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may not be materially
amended without a majority vote of the outstanding shares (as defined in the
▇▇▇▇ ▇▇▇) of the Series. This Agreement may be terminated:
(a) by the Fund at any time with respect to the services provided by
the Portfolio Manager, without the payment of any penalty, forfeiture,
compulsory buyout amount, or performance of any other obligation which could
deter termination, by vote of a majority of the entire Board of Trustees of the
Fund or by a vote of a majority of the outstanding voting shares of the Fund or,
with respect to a particular Series, by vote of a majority of the outstanding
voting shares of such Series, on 60 days' written notice to the Portfolio
Manager and the Adviser;
(b) by the Portfolio Manager at any time, without the payment of any
penalty, forfeiture, compulsory buyout amount or performance of any other
obligation which could deter termination, upon 60 days' written notice to the
Adviser and the Fund.
(c) by the Adviser at any time, without the payment of any penalty,
forfeiture, compulsory buyout amount or performance of any other obligation
which could deter termination, upon 60 days' written notice to the Portfolio
Manager and the Fund.
However, any approval of this Agreement by the holders of a majority
of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a particular Series
shall be effective to continue
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this Agreement with respect to such Series notwithstanding (a) that this
Agreement has not been approved by the holders of a majority of the outstanding
shares of any other Series or (b) that this Agreement has not been approved by
the vote of a majority of the outstanding shares of the Fund, unless such
approval shall be required by any other applicable law or otherwise. In the
event of termination for any reason, all records of the Series shall promptly be
returned to the Adviser or the Fund, free from any claim or retention of rights
in such record by the Portfolio Manager, although the Portfolio Manager may, at
its own expense, make and retain a copy of such records. This Agreement will
terminate automatically in event of its assignment (as that term is defined in
the 1940 Act), but shall not terminate in connection with any transaction not
deemed an assignment within the meaning of Rules 2a-6 under the 1940 Act, or any
other rule adopted by the SEC regarding transactions not deemed to be
assignments. In the event this Agreement is terminated or is not approved in
the manner described above, the Sections or Paragraphs numbered 2(g), 2(i), 8,
9, 10, 12, and 14 of this Agreement as well as any applicable provision of this
Paragraph numbered 13 shall remain in effect.
14. Use of Name.
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(a) It is understood that the name "Pacific Mutual Life Insurance
Company" or "Pacific Mutual", or "Pacific Select Fund" or "Pacific Select" or
any derivative thereof or logo associated with that name is the valuable
property of the Adviser and its affiliates, and that the Portfolio Manager has
the right to use such name (or derivative or logo) only with the approval of the
Adviser and only so long as the Adviser is an investment adviser to the Fund
and/or the Series. Upon termination of the Investment Advisory Agreement
between the Fund and the Adviser, the Portfolio Manager shall forthwith cease to
use such name (or derivative or logo).
(b) It is understood that the name "Greenwich Street Advisors Division
of Mutual Management Corp." or any derivative thereof or logo associated with
that name is the valuable property of the Portfolio Manager and that the Adviser
has the right to use such name (or derivative or logo), in offering materials of
the Fund and/or Series with the approval of the Portfolio Manager and for so
long as the Portfolio Manager is a Portfolio Manager to the Fund and/or the
Series. Upon termination of this Agreement between the Adviser and the
Portfolio Manager, the Fund and the Adviser shall forthwith cease to use such
name (or derivative or logo).
15. Limitation of Liability. A copy of the Amended and Restated
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Agreement and Declaration of Trust for the Fund is on file with the Secretary of
the Commonwealth of Massachusetts. The obligations of this Agreement shall be
binding upon the assets and property of the Fund and shall not be binding upon
any Trustee, officer, employee, agent or shareholder, whether past, present, or
future, of the Fund individually.
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16. Miscellaneous.
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(a) This Agreement shall be governed by the laws of California,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Investment Advisers Act of 1940 or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
▇▇▇▇ ▇▇▇.
(b) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
(c) To the extent permitted under Section 13 of this Agreement, this
Agreement may only be assigned by any party with prior written consent of the
other parties.
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise with regard to any party hereunder, such provisions with respect to
other parties hereto shall not be affected thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first written above.
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
Attest: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President Title: Chief Investment Officer
Attest: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President Title: Chief Financial Officer
MUTUAL MANAGEMENT CORP.
Attest: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Chairman and Chief
Executive Officer
PACIFIC SELECT FUND
Attest: /s/▇▇▇▇▇▇ ▇. MILFS By: /s/▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. Milfs Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary Title: President
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