EXHIBIT (d)(6)
FUND MANAGEMENT AGREEMENT
AGREEMENT made effective this 1st day of July, 2001 between Pacific Life
Insurance Company, ("Adviser"), a California corporation, and Salomon Brothers
Asset Management Inc, ("Fund Manager"), a Delaware corporation, and Pacific
Funds ("Funds"), a Delaware Business Trust.
WHEREAS, Pacific Funds 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, Pacific Funds is authorized to issue shares of beneficial interest
("Shares") in separate funds, with each such fund representing interests in a
separate fund; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Fund Manager is registered with the SEC as an investment
adviser under the Advisers Act; and
WHEREAS, Pacific Funds has retained the Adviser to render investment
advisory services to the Funds pursuant to an Advisory Agreement, as amended,
and such Agreement authorizes the Adviser to engage Fund Manager to discharge
the Adviser's responsibilities with respect to the investment management of the
Fund, a copy of which has been provided to the Fund Manager and is incorporated
by reference herein; and
WHEREAS, Pacific Funds and the Adviser desire to retain the Fund Manager to
furnish investment advisory services to one or more Fund of Pacific Funds, and
the Fund Manager is willing to furnish such services to such Fund 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 Pacific Funds, the Adviser, and
the Fund Manager as follows:
1. Appointment. Pacific Funds and the Adviser hereby appoint Fund Manager
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to act as fund manager to the ▇▇ ▇▇▇▇▇▇▇ Brothers Large-Cap Value Fund (the
"Fund") for the periods and on the terms set forth in this Agreement. The Fund
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 Fund Manager to render
investment advisory services to one or more funds other than the Fund, the
Adviser shall notify the Fund Manager in writing. If the Fund Manager is
willing to render such services, it shall notify Pacific Funds and Adviser in
writing, whereupon such fund shall become a Fund hereunder, and be subject to
this Agreement.
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2. Fund Manager Duties. Subject to the supervision of Pacific Funds'
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Board of Trustees and the Adviser, the Fund Manager will provide a continuous
investment program for the Fund and determine the composition of the assets of
the Fund, including determination of the purchase, retention, or sale of the
securities, cash, and other investments, including futures contracts and options
thereon, for the Fund. The Fund 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 Fund's assets by determining the securities and other investments that
shall be purchased, entered into, sold, closed, or exchanged for the Fund, when
these transactions should be executed, and what portion of the assets of the
Fund should be held in the various securities and other investments in which it
may invest, and the Fund Manager is hereby authorized to execute and perform
such services on behalf of the Fund. To the extent permitted by the investment
policies of the Fund, the Fund Manager shall make decisions for the Fund as to
foreign currency matters and make determinations as to the retention or
disposition of foreign currencies or securities or other instruments denominated
in foreign currencies, or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Fund. The
Fund Manager is authorized to exercise tender offers, exchange offers and to
vote proxies on behalf of Pacific Funds, each as the Fund Manager determines is
in the best interest of Pacific Funds. In performing these duties, the Fund
Manager:
(a) Will manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code.
(b) Shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto (including any no-
action letters and exemptive orders which have been granted by the SEC to
Pacific Funds, the Adviser or the Fund Manager and which have been delivered to
Fund Manager), (2) with all other applicable federal and state laws and
regulations pertaining to registered open-end investment management companies,
(3) with any applicable procedures, policies and guidelines adopted by Pacific
Funds' Board of Trustees, (4) with the Fund's objectives, investment policies
and investment restrictions as stated in the Fund's Prospectus and Statement of
Additional Information, and (5) with the provisions of Pacific Funds'
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.
Until the Adviser delivers any supplements or amendments, to the Fund Manager,
the Fund Manager shall be fully protected in relying on Pacific Funds'
Registration Statement previously furnished to the Fund Manager by the Adviser.
(c) Will: (i) use its best efforts to identify each position in the
Fund that constitutes stock in a Passive Foreign Investment Company ("PFIC"), as
that term is defined in Section 1296 of the Code, and (ii) make such
determinations and inform the Adviser at least annually, (or more often and by
such date(s) as the Adviser shall request), of any stock in a PFIC.
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(d) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments for
the Fund, for broker-dealer and futures commission merchant ("FCM") selection,
and for negotiation of commission rates. The Fund Manager's primary
consideration in effecting a security or other transaction will be to obtain the
best execution for the Fund, taking into account the factors specified in the
Prospectus and Statement of Additional Information for Pacific Funds, 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 Fund 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 Fund to pay a broker or
dealer including a broker or dealer affiliated with the Fund Manager, acting as
agent, for effecting a fund transaction at a price in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Fund 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 Fund Manager's (or its affiliates) overall
responsibilities with respect to the Fund 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 Fund Manager is
further authorized to place orders on behalf of the Fund through the Fund
Manager if the Fund Manager 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 brokers or dealers or FCMs or such other entities which
provide similar services in foreign countries, or to such brokers and dealers
that also provide research or statistical research and material, or other
services to the Fund or the Fund Manager. Such allocation shall be in such
amounts and proportions as the Fund Manager shall determine consistent with the
above standards, and, upon request, the Fund Manager will report on said
allocation to the Adviser and Board of Trustees of Pacific Funds, indicating the
brokers, dealers or FCMs to which such allocations have been made and the basis
therefor.
(e) May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of a Fund 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 to be so sold or
purchased with those of its other clients where such aggregation is not
inconsistent with the policies set forth in Pacific Funds' 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 Fund
Manager in a manner that is fair and equitable in the judgment of the Fund
Manager in the exercise of its fiduciary obligations to Pacific Funds and to
such other clients.
(f) Will, in connection with the purchase and sale of securities for the
Fund, together with the Adviser, arrange for the transmission to the custodian
and recordkeeping agent for Pacific Funds, on a daily basis, such
confirmation(s), 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 Fund, as may be reasonably necessary to
enable the custodian and recordkeeping agent to perform its administrative and
recordkeeping
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responsibilities with respect to the Fund, and with respect to fund securities
to be purchased or sold through the Depository Trust Company, will arrange for
the automatic transmission of the confirmation of such trades to Pacific Funds'
custodian, and recordkeeping agent, and, if required, the Adviser.
(g) Will assist the custodian and recordkeeping agent for Pacific
Funds in determining or confirming, consistent with the procedures and policies
stated in the Registration Statement for Pacific Funds, the value of any fund
securities or other assets of the Fund for which the custodian and recordkeeping
agent seeks assistance from the Fund Manager or identifies for review by the
Fund Manager.
(h) Will make available to Pacific Funds and the Adviser promptly upon
request, any of the Fund's investment records and ledgers maintained by the Fund
Manager (which shall not include the records and ledgers maintained by the
custodian and recordkeeping agent for Pacific Funds), as are necessary to assist
Pacific Funds and the Adviser to comply with requirements of the 1940 Act and
the Advisers Act, 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 Pacific Funds are being conducted in a manner
consistent with applicable laws and regulations.
(i) Will regularly report to Pacific Funds' Board of Trustees on the
investment program for the Fund and the issuers and securities represented in
the Fund's fund, and will furnish Pacific Funds' Board of Trustees with respect
to the fund such periodic and special reports as the Trustees and the Adviser
may reasonably request, including, but not limited to, the monthly compliance
checklist, monthly tax compliance worksheet, reports regarding compliance with
Pacific Funds' procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under
the Investment Company Act of 1940, fundamental investment restrictions,
procedures for opening brokerage accounts and commodity trading accounts,
liquidity determination of securities purchased pursuant to Rule 144A AND 4(2)
commercial paper, and compliance with the Fund Manager's Code of Ethics, and
such other procedures or requirements that the Adviser may reasonably request
from time to time.
(j) 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 or obtaining investment licenses in various
countries or the opening of custody accounts and dealing with settlement agents
in various countries, and will keep confidential any information obtained
pursuant to the Agreement, and disclose such information only if the Board of
Trustees of Pacific Funds 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. Pacific Funds and the Adviser will
not disclose or use any records or information respecting the Fund 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
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Trustees of Pacific Funds 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.
(k) Shall not permit any employee of the Fund Manager to have any
material connection with the handling of the Fund if, to the knowledge of the
Fund Manager after reasonable inquiry, such employee has:
(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.
(l) Shall provide to Adviser a copy of Fund Manager's Form ADV as
filed with the Securities and Exchange Commission and a list of persons who Fund
Manager wishes to have authorized to give written and/or oral instructions to
custodians of Pacific Funds' assets for the Fund.
3. Disclosure about Fund Manager. The Fund Manager has reviewed the
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current Registration Statement for Pacific Funds filed with the SEC and
represents and warrants that, with respect to the disclosure about the Fund
Manager or information relating, directly or indirectly, to the Fund Manager,
such Registration Statement contains, as of the date hereof, no untrue statement
of any material fact and does not omit any statement of a material fact which
was required to be stated therein or necessary to make the statements contained
therein not misleading. The Adviser has received a current copy of the Fund
Manager's Uniform Application for Investment Adviser Registration on Form ADV,
as filed with the SEC.
4. Expenses. During the term of this Agreement, the Fund Manager will pay
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all expenses incurred by it and its staff and for their activities in connection
with its services under this Agreement. The Fund Manager shall not be
responsible for any of the following:
(a) Expenses of all audits by Pacific Funds' independent public
accountants;
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(b) Expenses of Pacific Funds' transfer agent, registrar, dividend
disbursing agent, and shareholder recordkeeping services;
(c) Expenses of Pacific Funds' custodial services including
recordkeeping services provided by the custodian;
(d) Expenses of Pacific Funds' recordkeeping services provided by the
recordkeeping agent;
(e) Expenses of obtaining quotations for calculating the value of the
Fund's net assets;
(f) Expenses of obtaining fund activity reports for each Fund;
(g) Expenses of maintaining the Pacific Funds' tax records;
(h) Salaries and other compensation of any of Pacific Funds' executive
officers and employees, if any, who are not officers, directors, stockholders,
or employees of the Fund 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, if any, levied against Pacific Funds or any of its Funds;
(j) Brokerage fees and commissions in connection with the purchase and
sale of fund securities for the Fund;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of Pacific Funds'
shareholders, the preparation and mailings of proxy statements, prospectuses,
statements of additional information and reports of the Fund to its
shareholders, the filing of reports with regulatory bodies, the maintenance of
Pacific Funds' existence, and the registration of shares with federal and state
securities or insurance authorities;
(m) Pacific Funds' legal fees, including the legal fees related to the
registration and continued qualification of Pacific Funds' shares for sale;
(n) Costs of printing "share" stock certificates, if any, representing
shares of Pacific Funds;
(o) Trustees' fees and expenses of Trustees of Pacific Funds who are
not officers, employees, or stockholders of the Fund 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);
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(p) Pacific Funds' fidelity bond required by Section 17(g) of the 1940
Act, or other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of Pacific Funds as may arise including
expenses incurred in connection with litigation, proceedings and other claims
and the legal obligations of Pacific Funds to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect thereto (unless
Fund Manager is responsible for such expenses under Section 14 of this
Agreement); and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided and the expenses borne by the
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Fund Manager pursuant to this Agreement, the Adviser will pay to the Fund
Manager a fee in accordance with the Fee Schedule attached to this Agreement.
This fee will be computed and accrued daily and payable monthly. These fees for
services shall be prorated for any portion of a year in which the Agreement is
not effective.
6. Seed Money. The Adviser agrees that the Fund Manager shall not be
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responsible for providing money for the initial capitalization of any Fund.
7. Compliance.
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(a) The Fund Manager agrees that it shall immediately notify the
Adviser and Pacific Funds in the event (i) that the SEC has censured the Fund
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 can reasonably be expected to result in any
of these actions, and (ii) upon having a reasonable basis for believing that a
Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code. The Fund Manager further agrees to
notify the Adviser and Pacific Funds immediately of any material fact known to
the Fund Manager respecting or relating to the Fund Manager that is not
contained in the Registration Statement or prospectus for the Pacific Funds, 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 Fund
Manager in the event (i) that the SEC has censured the Adviser or Pacific Funds;
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, and (ii) upon having a reasonable basis for believing that a Fund has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Code.
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8. Independent Contractor. The Fund Manager shall for all purposes herein
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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 Fund Manager understands that unless provided herein or
authorized from time to time by Pacific Funds, the Fund Manager shall have no
authority to act for or represent Pacific Funds in any way or otherwise be
deemed Pacific Funds' Agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3
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under the 1940 Act, the Fund Manager hereby agrees that all records which it
maintains for the Fund are the property of Pacific Funds and further agrees to
surrender promptly to Pacific Funds any of such records upon Pacific Funds' or
the Adviser's request, although the Fund Manager may, at its own expense, make
and retain a copy of such records. The Fund 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-1 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.
10. Cooperation. Each party to this Agreement agrees to cooperate with
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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.
11. Responsibility and Control. Notwithstanding any other provision of
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this Agreement, it is understood and agreed that Pacific Funds 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 Fund Manager.
12. Services Not Exclusive. It is understood that the services of the
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Fund Manager are not exclusive, and nothing in this Agreement shall prevent the
Fund Manager (or 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 Fund) or from engaging in
other activities.
13. Liability. Except as provided in Section 14 and as may otherwise be
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required by the 1940 Act or the rules thereunder or other applicable law,
Pacific Funds and the Adviser agree that the Fund Manager, any affiliated person
within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of
the Fund Manager, and each person, if any, who, within the meaning of Section 15
of the 1933 Act, controls ("controlling person") the Fund 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 Fund Manager's duties, or by reason of
reckless disregard of the Fund Manager's obligations and duties under this
Agreement.
14. Indemnification.
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(a) The Fund Manager agrees to indemnify and hold harmless, the
Adviser, any affiliated person of the Adviser, and each controlling person, if
any, who, controls the Adviser (collectively, "PL Indemnified Persons") against
any and all losses, claims, damages, liabilities or litigation (including legal
and other expenses), to which the Adviser or such affiliated person or
controlling person may become subject under the 1933 Act, 1940 Act, the Advisers
Act, under any other statute, at common law or otherwise, arising out of the
Fund Manager's responsibilities to the Trust which (i) may be based upon any
willful misfeasance, bad faith, or gross negligence of, or by reckless disregard
of, the Fund Manager's obligations and/or duties under this Agreement by the
Fund Managers or by any of its directors, officers or employees, or any
affiliate acting on behalf of the Fund Manager (other than a PL Indemnified
Person), or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering the Shares of the Trust or any Fund, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in reliance
upon information furnished in writing to the Adviser, the Trust, or any
affiliated person of the Trust by the Fund Manager or any affiliated person of
the Fund Manager (other than a PL Indemnified Person); provided, however, that
in no case is the Fund Manager's indemnity in favor of the PL Indemnified Person
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties, or by reason of his reckless
disregard of obligation and duties under this Agreement.
(b) The Adviser agrees to indemnify and hold harmless the Fund
Manager, any affiliated person of the Fund Manager and each controlling person,
if any, who, controls the Fund Manager (collectively, "Fund Manager Indemnified
Persons") against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which a Fund Manager Indemnified Person
may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any
other statute, at common law or otherwise, arising out of the Adviser's
responsibilities as adviser of Pacific Funds or out of this Agreement which (i)
may be based upon any willful misfeasance, bad faith or gross negligence by the
Adviser, any of its employees or any affiliate acting on behalf of the Adviser
(other than a Fund Manager Indemnified Person) or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or prospectus covering Shares of Pacific Funds or any
Fund, or any amendment thereof or any supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading, unless such statement
or omission was made in reliance upon written information furnished to the Fund
or the Adviser or any affiliated person of the Adviser by a Fund Manager
Indemnified Person (other than an Adviser Indemnified Person); provided however,
that in no case is the indemnity of the Adviser in favor of the Fund Manager
Indemnified Persons deemed to protect such person against any liability to which
any such person would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of his duties, or by reason of his
reckless disregard of obligations and duties under this Agreement.
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15. Duration and Termination. This Agreement shall become effective as of
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the date of execution first written above, and shall continue in effect until
December 31, 2002 and continue thereafter on an annual basis with respect to the
Fund; provided that such annual continuance is specifically approved at least
annually (a) by the vote of a majority of the Board of Trustees of Pacific
Funds, or (b) by the vote of a majority (as defined under the ▇▇▇▇ ▇▇▇) of the
outstanding voting shares of each Fund, and provided that continuance is also
approved by the vote of a majority of the Board of Trustees of Pacific Funds who
are not parties to this Agreement or "interested persons" (as such term is
defined in the 1940 Act) of Pacific Funds, the Adviser, or the Fund 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 Fund. This Agreement may
be terminated:
(a) by the Funds at any time with respect to the services provided by
the Fund 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 Pacific
Funds or by a vote of a majority of the outstanding voting shares of Pacific
Funds or, with respect to a particular Fund, by vote of a majority of the
outstanding voting shares of such Fund, on sixty (60) days written notice to the
Fund Manager and the Adviser;
(b) by the Fund 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 sixty (60) days prior written
notice to the Adviser and Pacific Funds.
(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 sixty (60) days prior written notice to the
Fund Manager and Pacific Funds.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a particular Fund shall be
effective to continue this Agreement with respect to such Fund notwithstanding
(a) that this Agreement has not been approved by the holders of a majority of
the outstanding shares of any other Fund or (b) that this Agreement has not been
approved by the vote of a majority of the outstanding shares of Pacific Funds,
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 Fund shall
promptly be returned to the Adviser or Pacific Funds, free from any claim or
retention of rights in such record by the Fund Manager, although the Fund
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(h), 2(j),
9, 10, 11, 13, 14 and 16 of this Agreement as well as any applicable provision
of this Paragraph numbered 15 shall remain in effect.
16. Use of Name.
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(a) It is understood that the name "Pacific Life Insurance Company"
and "Pacific Life", and "Pacific Funds" and any derivative thereof or logo
associated with that name is the valuable property of the Adviser and its
affiliates, and that the Fund Manager has the right to use such name (or
derivative or logo) only with the prior written approval of the Adviser and only
so long as the Adviser is an investment adviser to Pacific Funds and/or the
Fund. Upon termination of the Investment Advisory Agreement between Pacific
Funds and the Adviser, the Fund Manager shall forthwith cease to use such name
(or derivative or logo).
(b) It is understood that the name "Salomon Brothers Asset Management"
or "SBAM" or any derivative thereof or logo associated with that name is the
valuable property of the Fund Manager and that the Adviser has the right to use
such name (or derivative or logo), in offering materials of Pacific Funds and/or
Fund with the approval of the Fund Manager and for so long as the Fund Manager
is a Fund Manager to Pacific Funds and/or the Fund. Upon termination of this
Agreement between Pacific Funds, the Adviser and the Fund Manager, Pacific Funds
and the Adviser shall forthwith cease to use such name (or derivative or logo).
(c) Neither Pacific Funds nor the Advisers shall use the Fund
Manager's name (or that of any affiliate, including the name "Salomon Brothers
Asset Management") in promotional or sales related materials prepared by or on
behalf of the Adviser or Pacific Funds, without prior review and approval by the
Fund Manager, which may not be unreasonably withheld.
17. Limitation of Liability. A copy of the Agreement and Declaration of
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Trust for Pacific Funds is on file with the Secretary of the State of Delaware.
The Agreement and Declaration of Trust has been executed on behalf of the Trust
by a Trustee of the Trust in his capacity as Trustee of the Trust and not
individually. The obligations of this Agreement shall be binding upon the
assets and property of Pacific Funds and shall not be binding upon any Trustee,
officer, employee, agent or shareholder, whether past, present, or future, of
Pacific Funds individually.
18. Notices. All notices and other communications hereunder shall be in
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writing sent by facsimile first, if practicable, but shall only be deemed given
if delivered in person or by messenger, cable, certified mail with return
receipt, or by a reputable overnight delivery service which provides evidence of
receipt to the parties at the following addresses (or at such other address or
number for a party as shall be specified by like notice):
(a). if to the Fund Manager, to:
Salomon Brothers Asset Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile transmission number:
Attention: General Counsel
(b). if to the Adviser, to:
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Pacific Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
(c). if to the Fund, to:
Pacific Funds
c/o Pacific Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
19. Miscellaneous.
-------------
(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 Advisers Act or rules or orders of the SEC thereunder.
(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 15 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.
(e) This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, and all such counterparts shall
together constitute one and the same Agreement.
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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 LIFE INSURANCE COMPANY
Attest: /s/ ▇▇▇▇▇▇ ▇. Milfs By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- -----------------------------
Name: ▇▇▇▇▇▇ ▇. Milfs Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary, Vice President Title: President
SALOMON BROTHERS ASSET
MANAGEMENT INC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
PACIFIC FUNDS
Attest: /s/ ▇▇▇▇▇▇ ▇. Milfs By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- -----------------------------
Name: ▇▇▇▇▇▇ ▇. Milfs Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary Title: President
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PACIFIC FUNDS
FEE SCHEDULE
Fund: ▇▇ ▇▇▇▇▇▇▇ Brothers Large-Cap Value Fund
The Adviser will pay to the Fund Manager a monthly fee based on an annual
percentage of the combined average daily net assets of the ▇▇ ▇▇▇▇▇▇▇
Brothers Large-Cap Value Fund and the Large-Cap Value Portfolio of the
Pacific Select Fund, according to the following schedule:
Rate (%) Break Point (assets)
-------- --------------------
.45% On first $100 million
.40% On next $100 million
.35% On next $200 million
.30% On next $350 million
.25% On next $250 million
.20% On excess
These fees for services shall be prorated for any portion of a year in
which the Agreement is not effective.
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