EXHIBIT (e)(3)
[Form of Distribution Agreement]
This Agreement ("Agreement") is made on the [__] day of [______],
[___], by and between Pacific Select Fund (the "Fund") and Pacific Mutual
Distributors, Inc. ("PMD").
WHEREAS, the Fund is an open-end, diversified management investment company
registered 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 (each a "Portfolio" and collectively the
"Portfolios") with each such Portfolio representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Fund has adopted a Multi-Class Plan pursuant to Rule 18f-3
under the 1940 Act by which the Fund is authorized to divide each Portfolio into
one or more classes of Shares; and
WHEREAS, the Portfolios may offer Shares to institutional investors,
including separate accounts of Pacific Life Insurance Company and its
affiliates, of a class designated as Class S and
WHEREAS, the Portfolios are authorized to offer Shares to individual
retirement accounts, qualified plans under Sections 401 and 403(b) of the
Internal Revenue Code of 1986, as amended ("IRC"), and qualified deferred
compensation arrangements under IRC Section 457, and it is intended that classes
designated as Class A, Class B, Class C, and Class V ("Qualified Plan Classes")
will be offered in connection with such qualified plans; and
WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
distribution and service plan (each a "Plan," collectively, the "Plans") with
respect to each of the Qualified Plan Classes; and
WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Brokerage Enhancement Plan (the "Brokerage Plan"), under which the Fund may
direct Pacific Life or any sub-adviser of a Portfolio ("Portfolio Manager") to
allocate brokerage in a manner intended to increase the distribution of the
Fund's shares; and
WHEREAS, under the Brokerage Plan, the Fund may enter into agreements or
arrangements with broker-dealers or banks (each, a "broker-dealer") that will
enable the Fund to receive, in addition to the execution of brokerage
transactions, credits, benefits, or other services ("directed brokerage
credits") from a broker-dealer that the Fund may use to finance activities that
are intended to result in the sale of the Fund's share; and
WHEREAS, the Fund intends, on behalf of each existing Portfolio together
with all other Portfolios subsequently established by the Fund, as set forth in
Exhibit A (attached hereto) which may from time to time be amended, to retain
Pacific Mutual Distributors, Inc. ("PMD"); and
WHEREAS, PMD wishes to render the services hereunder;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment and Acceptance. The Fund hereby appoints PMD as
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distributor of the Shares of the Portfolios on the terms and for the period set
forth in this Agreement, and PMD hereby accepts such appointment and agrees to
render the services and undertake the duties set forth herein.
2. General Provisions.
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(a) In performing its duties as distributor, PMD will act in conformity
with the registration statement of the Fund on Form N-1A ("the Prospectus"), as
amended from time to time and with any instructions received from the Board of
Trustees of the Fund (the "Board"), the requirements of the Securities Act of
1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the 1940 Act, and all other applicable federal and
state laws and regulations.
(b) PMD holds itself available to receive orders for the purchase or
redemption of Shares and will accept or reject orders to purchase such Shares on
behalf of the Fund in accordance with the provisions of the Prospectus, and will
transmit such orders as are so accepted to the Fund's transfer agent promptly
for processing.
(c) PMD shall not be obligated to sell any certain number of Shares.
Except as provided in this Agreement, no commission or other fee will be paid to
PMD in connection with the sale of Shares.
3. PMD Expenses. During the term of this Agreement, PMD will bear all its
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expenses in complying with this Agreement including the following expenses:
(a) costs of sales presentations, preparation and delivery of advertising
and sales literature, and any other marketing efforts by PMD in connection with
the distribution or sale of Shares; and
(b) any compensation paid to employees of PMD in connection with the
distribution or sale of the Shares.
4. Fund Expenses. The Fund shall bear all of its other expenses
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including, but not limited to:
(a) preparation and setting in type, printing and distributing reports
and other communications, proxies, prospectuses and statements of additional of
information to existing shareholders;
(b) registration of the Fund's Shares with the Securities and Exchange
Commission, and registration or notification of the sale of the Shares with any
applicable state securities commissioners; and
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(c) qualification of the Fund's Shares for sale in jurisdictions
designated by PMD.
5. Sale of Shares to Distributor and Sales by Distributor.
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(a) PMD will have the right to sell Shares of each Class of each Fund to
eligible investors as described in the Prospectus for the Fund against orders
therefor at the applicable public offering price as described below in the case
of Class A Shares, and at net asset value in the case of Class S Shares, Class
B Shares, Class C Shares and Class V Shares. For such purposes, PMD will have
the right to purchase Shares at net asset value. PMD will also have the right
to sell Shares of a Fund indirectly to the public through registered broker-
dealers who are acting as introducing brokers pursuant to clearing agreements
with PMD ("introducing brokers"), to registered broker-dealers who have entered
into selling agreements with PMD ("participating brokers") or through other
financial intermediaries, in each case against orders therefor.
(b) All orders through PMD shall be subject to acceptance and confirmation
by the Fund.
(c) Prior to the time of transfer of any Shares by the Fund to, or on the
order of, PMD or any introducing broker, participating broker or other financial
intermediary, PMD shall pay or cause to be paid to the Fund or to its order an
amount in federal funds equal to the applicable net asset value of the Shares.
Upon receipt of registration instructions in proper form, PMD will transmit or
cause to be transmitted such instructions to the Fund or its agent for
registration of the Shares purchased.
(d) The public offering price of Class A Shares shall be the net asset
value of such Shares, plus any applicable sales charge as set forth in the
Prospectus. In no event will any applicable sales charge or underwriting
discount exceed the limitations on permissible sales loads imposed by Section
22(b) of the 1940 Act and Rule 2830(d) of the Conduct Rules of the National
Association of Securities Dealers, Inc., as either or both may be amended from
time to time.
6. Use of Directed Brokerage Credits. The Fund may direct PMD to take
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appropriate actions to effect the purposes of the Brokerage Plan, as may be
amended from time to time, and PMD, when so directed by the Fund, shall take
such actions, which may include, but are not necessarily limited to, the
following:
(a) directing, on behalf of the Fund or a Portfolio and subject to the
standards described in the Brokerage Plan, Pacific Life or a Portfolio Manager
to allocate transactions for the purchase or sale of portfolio securities in a
manner intended to increase the distribution of the Fund's shares; and
(b) using any directed brokerage credits earned by a Portfolio to
compensate a broker-dealer for the cost and expense of certain distribution-
related activities or procuring from a broker-dealer or otherwise inducing a
broker-dealer to provide services, where such
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activities or services are intended to promote the sale of a Portfolio's shares,
all on behalf of the Fund or a Portfolio, as described in the Brokerage Plan.
7. Fees.
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(a) For its services as distributor of the Fund's Class A Shares and to
facilitate the servicing of the Class A shareholders, the Fund shall pay PMD on
behalf of the Fund a distribution fee at the annual rate of 0.25% of the Fund's
average daily net assets, and a servicing fee at the annual rate of 0.25% of the
Fund's average daily net assets attributable to the Class A Shares upon the
terms and conditions set forth in the relevant Plan, and as amended from time to
time. PMD may retain as much of any sales charge or underwriting discount as is
not paid by PMD as a concession to dealers, and shall receive any applicable
contingent deferred sales charge, as described in the Prospectus. The
distribution and servicing fees shall be accrued daily and paid monthly to PMD
as soon as practicable after the end of the calendar month in which they accrue,
but in any event within 15 business days following the last calendar day of each
month.
(b) For its services as distributor of the Fund's Class B, Class C, and
Class V Shares and to facilitate the servicing of Class B, Class C, and Class V
shareholders, the Fund shall pay PMD a distribution fee at the annual rate of
0.75% of the Fund's average daily net assets, and a servicing fee at the annual
rate of 0.25% of the Fund's average daily net assets, attributable to the Fund's
Class B Shares, Class C Shares, and Class V Shares, respectively, upon the terms
and conditions set forth in the relevant Plans, as amended from time to time,
and shall receive any applicable contingent deferred sales charge. The
respective distribution and servicing fees shall be accrued daily and paid
monthly to PMD as soon as practicable after the end of the calendar month in
which they accrue, but in any event within 15 business days following the last
calendar day of each month.
(c) PMD shall receive no fee from the Fund for services as distributor of
the Class S Shares.
8. Reservation of Right Not to Sell. The Fund reserves the right to refuse
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at any time or times to sell any of its Shares for any reason deemed adequate by
it.
9. Liability and Indemnification.
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(a) PMD shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from its willful misfeasance, bad
faith or negligence in the performance of its duties under this Agreement. Any
person, even though also an officer, employee or agent of PMD, who may be or
become an officer, director, employee or agent of the Fund shall be deemed, when
rendering services to the Fund or acting in any business of the Fund, to be
rendering such services to or acting solely for the Fund and not as an officer,
partner, employee or agent or one under the control or direction of PMD even
though paid by PMD.
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(b) PMD hereby agrees to indemnify and hold harmless the Fund and its
officers and Trustees against any and all losses, liabilities, damages and
claims arising out of or based upon any untrue or alleged untrue statement or
representation made (except for such statements made in reliance on any
prospectus, registration statement or sales material supplied by the Fund), any
failure to deliver a currently effective prospectus, or the use of any
unauthorized sales literature by any officer, employee or agent of PMD in
connection with the offer or sale of Fund shares. PMD shall reimburse each such
person for any legal or other expenses reasonably incurred in connection with
investigating or defending any such loss, liability, damage or claim.
(c) Promptly after receipt by a party entitled to indemnification under
this section ("indemnified party") of notice of the commencement of any action,
if a claim for indemnification in respect thereof is to be made against PMD,
such indemnified party will notify PMD in writing of the commencement thereof,
and the omission to so notify PMD will not relieve it from any liability under
this section, except to the extent that the omission results in a failure of
actual notice to PMD and it is damaged solely as a result of the failure to give
such notice.
10. Effective Date and Termination of this Agreement. This Agreement
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shall take effect on the on the date first written above, and shall continue in
effect, unless sooner terminated as provided herein, for two years from such
date and shall continue from year to year thereafter so long as such continuance
is specifically approved at least annually (a) by the vote of a majority of
those members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) either by a majority of the entire Board of Trustees of the Fund or by a
majority vote (as defined in the Prospectus) of the shareholders of the Fund;
provided, however, that this Agreement may be terminated without penalty by the
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Board of Trustees of the Fund; by a majority vote (as defined in the Prospectus)
of the shareholders of the Fund on 60 days' written notice to PMD, or by PMD at
any time, without payment of any penalty, on 90 days' written notice to the
Fund. This Agreement will automatically and immediately terminate in the event
of its assignment (as defined in the 1940 Act).
11. Notices. Notices of any kind to be given to PMD by the Fund shall be
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in writing and shall be duly given if mailed, first class postage prepaid, or
delivered to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Drive, P.O. Box 9000, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other address or to such individual as shall be specified by
PMD to the Fund. Notices of any kind to be given to the Fund shall be in
writing and shall be duly given if mailed, first class postage prepaid, or
delivered to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Drive, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ or at such other address or to such individual as shall be specified by
the Fund.
12. Non-Exclusivity. The services of PMD to the Fund under this Agreement
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are not to be deemed exclusive, and PMD shall be free to render similar services
or other services to others so long as its services hereunder are not impaired
thereby.
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13. Reports. PMD shall prepare reports for the Board of Trustees of the
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Fund on a quarterly basis showing such information as shall be reasonably
requested by the Board from time to time.
14. Independent Contractor. PMD shall for all purposes herein provided be
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deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund. It is understood and agreed
that PMD, by separate agreement with the Fund, may also serve the Fund in other
capacities.
15. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed to be an original.
16. Governing Law. This Agreement shall be governed by the laws of
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California, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Exchange Act, the Securities Act, or any
rule or order of the Securities and Exchange Commission to any national or
regional self-regulating organization, such as the National Association of
Securities Dealers or the New York Stock Exchange.
17. Severability. If any provision of this Agreement shall be held or
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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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
PACIFIC MUTUAL DISTRIBUTORS, INC.
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
PACIFIC SELECT FUND
By: _________________________________
Name:
Title:
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Exhibit A
Pacific Select Fund
[ ], 1999
Series
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Money Market Portfolio
High Yield Bond Portfolio
Managed Bond Portfolio
Government Securities Portfolio
Growth Portfolio (to be renamed the Small-Cap Equity Portfolio)*
Aggressive Equity Portfolio
Growth LT Portfolio
Equity Income Portfolio
Multi-Strategy Portfolio
Large-Cap Value Portfolio
Mid-Cap Value Portfolio
Equity Portfolio
Bond and Income Portfolio
Equity Index Portfolio
Small-Cap Index Portfolio
REIT Portfolio
International Portfolio (to be renamed the International Value Portfolio)*
Emerging Markets Portfolio
International Large-Cap Portfolio*
Diversified Research Portfolio*
*Effective January 1, 2000
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