EXHIBIT (d)(7)
FUND MANAGEMENT AGREEMENT
AGREEMENT made effective this 1st day of July, 2001 among Pacific Life
Insurance Company, ("Pacific Life" or "Investment Adviser"), a California
corporation, and Lazard Asset Management, a division of Lazard Freres & Co. LLC
("Lazard" or "Fund Manager"), a New York limited liability company, and Pacific
Funds, a Delaware Business Trust.
WHEREAS, the 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, the 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, Pacific Funds currently offers multiple Funds, one or more of
which Pacific Funds and Investment Adviser desire to retain the Fund Manager to
render investment advisory services hereunder, and with respect to which the
Fund Manager is willing to do so; and
WHEREAS, the Investment 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 Investment Adviser to render
investment advisory services to the various funds of the Pacific Funds pursuant
to an Advisory Agreement, as amended, and such Agreement authorizes the
Investment Adviser to engage a Fund Manager to discharge the Investment
Adviser's responsibilities with respect to the investment management of such
funds, a copy of which has been provided to the Fund Manager and is incorporated
herein by reference; and
WHEREAS, Pacific Funds and the Investment Adviser desire to retain Lazard
to furnish investment advisory services to one or more funds of Pacific Funds,
and the Fund Manager is willing to furnish such services to such funds and the
Investment 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 Investment
Adviser, and the Fund Manager as follows:
1. Appointment. Pacific Funds and the Investment Adviser hereby appoint
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Lazard to act as Fund manager to provide investment advisory services to the
series of funds listed on the Fee Schedule attached hereto (hereinafter the
"Funds") 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 Investment Adviser wishes to retain the Fund Manager to
render investment advisory services to one or more funds other than the Funds,
the Investment Adviser shall notify the Fund Manager in writing and shall revise
the Fee Schedule to reflect such additional fund(s). If the Fund Manager is
willing to render such services, it shall notify Pacific Funds and Investment
Adviser in writing, whereupon such fund shall become a Fund hereunder, and be
subject to this Agreement.
2. Fund Manager Duties. Subject to the supervision of Pacific Funds'
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Board of Trustees and the Investment Adviser, the Fund Manager will provide a
continuous investment program for the Funds and determine the composition of the
assets of the Funds. The Fund Manager will provide investment research and
analysis, which may include computerized investment methodology, and will
conduct a continuous program of evaluation, investment, sales, and reinvestment
of the Funds' assets by determining the securities, cash and other investments,
including futures and options contracts, if any, that shall be purchased,
entered into, retained, sold, closed, or exchanged for the Funds, when these
transactions should be executed, and what portion of the assets of the Funds
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 Funds. To the extent permitted by the written
investment policies of the Funds, the Fund Manager shall make decisions for the
Funds 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
Funds. The Fund Manager is authorized to exercise tender offers, exchange
offers and to vote proxies on behalf of each Fund, each as the Fund Manager
determines is in the best interest of the Fund. In performing these duties, the
Fund Manager:
(a) Will manage each of the Funds so that it will meet the
requirements of Section 851(b)(2) and (3) 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, to the Investment Adviser (as provided to the Fund Manager by the
Investment Adviser), or to the 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 written procedures,
policies and guidelines adopted by the Pacific Funds' Board of Trustees and
furnished to Fund Manager, (4) with the Funds' objectives, investment policies
and investment restrictions as stated in the Funds' Prospectus and Statement of
Additional Information as supplemented or amended from time to time, as
furnished to the Fund Manager, 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 Investment Adviser delivers any supplements or amendments to the Fund
Manager, the Fund Manager shall be fully protected in relying on the Pacific
Funds' Registration Statement previously furnished to the Fund Manager by the
Investment Adviser.
(c) Will: (i) use its best efforts to identify each position in the
Funds that constitutes stock in a Passive Foreign Investment Company ("PFIC"),
as that term is defined in
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Section 1296 of the Internal Revenue Code, and (ii) make such determinations and
inform the Investment Adviser at least annually, (or more often and by such
date(s) as the Investment Adviser shall request), of any stock in a PFIC.
(d) Is responsible, in connection with its responsibilities under
this Section 2, for decisions to buy and sell securities and other investments
for the Funds, 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 Funds, 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 and furnished to the Fund
Manager. 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 Funds to pay a broker or dealer, 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
Funds 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 Funds 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 Funds 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 Investment 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 the Pacific Funds' Registration
Statement as furnished to Fund Manager. 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 and consistent with the Fund Manager's fiduciary obligations to
Pacific Funds and to such other clients.
(f) Will, in connection with the purchase and sale of securities for
the Funds, together with the Investment 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
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that identify securities to be purchased or sold on behalf of the Funds, as may
be reasonably necessary to enable the custodian and recordkeeping agent to
perform its administrative and recordkeeping responsibilities with respect to
the Funds, 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 Investment 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 Pacific Funds' Procedures and/or the Registration Statement for
Pacific Funds, the value of any fund securities or other assets of the Funds for
which the custodian and recordkeeping agent seeks assistance from the Fund
Manager or identifies for review by the Fund Manager. This includes (but is not
limited to) obtaining bids and offers or quotes from broker/dealers or market-
makers, verifying pricing and providing fair valuations or recommendations for
fair valuations in accordance with Pacific Funds' procedures, as they may be
amended from time to time.
(h) Will maintain and preserve such records related to each Funds'
transactions as required under the 1940 Act and the Investment Advisers Act.
The Fund Manager will make available to Pacific Funds and the Investment Adviser
promptly upon request, any of the Funds' 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 the Fund), as are
necessary to assist Pacific Funds and the Investment Adviser to comply with
requirements of the 1940 Act and the Investment 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 the Pacific Funds
are being conducted in a manner consistent with applicable laws and regulations.
(i) Will regularly report to the Pacific Funds' Board of Trustees on
the investment program for the Funds and the issuers and securities represented
in the Funds' funds, and will furnish the Pacific Funds' Board of Trustees with
respect to the Funds such periodic and special reports as the Trustees and the
Investment Adviser may reasonably request, including, but not limited to, the
monthly compliance checklist, monthly tax compliance worksheet, reports
regarding compliance with the 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 Investment Adviser
may 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 the Pacific Funds has authorized such disclosure, or if such
disclosure is required by applicable
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federal or state law or regulations or regulatory authorities having the
requisite authority. Pacific Funds and the Investment 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 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 Funds if such employee has:
(i) been, within the last ten (10) years, convicted of or
acknowledged commission of any felony or misdemeanor (a) involving the purchase
or sale of any security, (b) involving embezzlement, fraudulent conversion, or
misappropriation of funds or securities, (c) involving sections 1341, 1342 or
1343 of Title 18 of the U.S. Code, or (d) arising out of such person's conduct
as an underwriter, broker, dealer, investment Investment Adviser, municipal
securities person required to be registered under the Commodity Exchange Act, or
as an affiliated person, salesman, or employee or officer or director of any
investment company, bank, insurance company, or entity or person required to be
registered under the Commodity Exchange Act.
(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 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) Fund Manager shall provide to Investment Adviser a copy of Fund
Manager's Form ADV, and any supplements or amendments thereto, as filed with the
Securities and Exchange Commission, on an annual basis, (or more frequently if
requested by the Investment Adviser or the Pacific Funds' Board of Trustees) 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.
The Fund Manager will provide a list of persons who Fund Manager wishes to have
authorized to give written and/or oral instructions to Custodians of assets for
the Funds.
3. Disclosure about Fund Manager. The Fund Manager has reviewed the
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current Registration Statement for Pacific Funds and agrees to promptly review
future Registration Statements, including any supplements thereto which relate
to Fund Manager or the Funds, filed with the SEC (or which will be filed with
the SEC in the future) and represents and warrants that, with respect to the
disclosure about the Fund Manager or information relating, directly or
indirectly, to the Fund Manager or the Funds (other than historical performance
and financial statements of the Funds) or any performance information the Fund
Manager provides that is
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included in the Registration Statement for Pacific Funds, such Registration
Statement contains as of the date hereof, or will contain as of the date of
effectiveness of any future Registration Statement or supplement thereto, no
untrue statement of any material fact and does not omit any statement of
material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Fund Manager further represents
and warrants that it is a duly registered investment Investment Adviser under
the Investment Advisers Act and a duly registered investment Investment Adviser
in all states in which the Fund Manager is required to be registered.
4. Expenses. The Fund Manager shall bear all expenses incurred by it and
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its staff and for their activities in connection with the performance if its
services under this Agreement, including but not limited to salaries, overhead,
travel, preparation of Board materials, review of marketing materials, and
marketing support. Each Fund will bear certain other expenses to be incurred in
its operation, including, but not limited to, investment advisory fees, sub-
advisory fees (other than sub-advisory fees paid pursuant to this Agreement) and
administration fees; fees for necessary professional and brokerage services;
costs of regulatory compliance; and pro rata costs associated with maintaining
Pacific Funds' legal existence and shareholder relations. All other expenses not
specifically assumed by the Fund Manager hereunder or by the Investment Adviser
under the Advisory Agreement are borne by the applicable Fund of Pacific Funds.
5. Compensation. For the services provided and the expenses borne by the
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Fund Manager pursuant to this Agreement, the Investment 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 Investment Adviser agrees that the Fund Manager shall
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not be 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
Investment Adviser and Pacific Funds (i) in the event that the SEC, CFTC, or any
banking or other regulatory body has censured the Fund Manager; placed
limitations upon its activities, functions or operations; suspended or revoked
its registration, if any, or ability to serve 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 Internal Revenue Code. The Fund
Manager further agrees to notify the Investment 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 Pacific Funds, or any amendment or supplement thereto, or of
any statement contained therein that becomes untrue in any material respect.
(b) The Investment Adviser agrees that it shall immediately notify
the Fund Manager (i) in the event that the SEC has censured the Investment
Adviser or Pacific Funds; placed limitations upon either of their activities,
functions, or operations; suspended or revoked the Investment Adviser's
registration as an investment adviser; or has commenced proceedings or
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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 Internal
Revenue Code.
8. Independent Contractor. The Fund Manager shall for all purposes
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herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Investment Adviser from time to
time, have no authority to act for or represent the Investment 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 the Fund 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 Funds are the property of Pacific Funds' and further agrees to
surrender promptly to Pacific Funds any of such records upon Pacific Funds' or
the Investment Adviser's request, although the Fund Manager may, at its own
expense, make and retain a copy of such records.
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 Pacific Funds.
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,
provided, however, that Fund Manager shall not be liable for any losses to
Pacific Funds resulting from Pacific Funds' direction, or from Pacific Funds'
disapproval of any action proposed to be taken by the Fund Manager.
12. Services Not Exclusive. It is understood that the services of the
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Fund Manager and its employees are not exclusive, and nothing in this Agreement
shall prevent the Fund Manager (or its employees or 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 Funds)
or from engaging in other activities.
13. Liability. Except as may otherwise be required by the 1940 Act or the
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rules thereunder or other applicable law, Pacific Funds and Investment Adviser
agree that Fund Manager, any affiliated person of Fund Manager, and each person,
if any, who, within the meaning of Section 15 of the 1933 Act, controls 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 Fund Manager's duties, or
by reason of reckless disregard of Fund Manager's obligations and duties under
this Agreement. Notwithstanding the foregoing, the Fund Manager may be liable
to the Fund for acts of good faith and nothing contained in this Agreement shall
constitute a waiver or limitation of rights that the Fund may have under federal
or state securities laws.
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14. Indemnification.
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(a) The Fund Manager agrees to indemnify and hold harmless, the
Investment Adviser, any affiliated person within the meaning of Section 2(a)(3)
of the 1940 Act ("affiliated person") of the Investment Adviser, and each
person, if any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Investment Adviser (collectively, "PL Indemnified
Persons") against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses), to which the Investment Adviser
or such affiliated person or controlling person may become subject under the
1933 Act, 1940 Act, the Investment Advisers Act, under any other statute, at
common law or otherwise, arising out of the Fund Manager's responsibilities to
Pacific Funds which (i) may be based upon any misfeasance, nonfeasance, bad
faith, negligence, or reckless disregard of, the Fund Manager's obligations
and/or duties under this Agreement by the Fund Manager 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 Pacific Funds, 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
Investment Adviser, Pacific Funds, or any affiliated person of Pacific Funds 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 Investment Adviser or any affiliated person or
controlling person of the Investment Adviser 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.
(b) The Investment Adviser agrees to indemnify and hold harmless the
Fund Manager, any affiliated person within the meaning of Section 2(a)(3) of the
1940 Act 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
(collectively, "Fund Manager Indemnified Persons") against any and all losses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses) to which a Fund Manager Indemnified Person may become subject under
the 1933 Act, the 1940 Act, the Investment Advisers Act, under any other
statute, at common law or otherwise, arising out of the Investment Adviser's
responsibilities as Investment Adviser of Pacific Funds' which (i) may be based
upon any misfeasance, nonfeasance, bad faith or negligence by the Investment
Adviser, any of its employees or any affiliate acting on behalf of the
Investment 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 Pacific Funds or the Investment Adviser or any affiliated person of
the Investment Adviser by a Fund Manager Indemnified Person (other than an
Investment Adviser Indemnified Person); provided however, that in no case is the
Investment Adviser's indemnity in favor of the Fund Manager Indemnified Persons
deemed to protect such person
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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.
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
each 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 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 ▇▇▇▇ ▇▇▇) of Pacific
Funds, the Investment Adviser, or the Fund Manager, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may be
terminated with respect to any Fund:
(a) by Pacific 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 prior written
notice to the Fund Manager and the Investment 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 Investment Adviser and Pacific Funds'.
(c) by the Investment 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 the Pacific Funds.
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.
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) for a period of six years, and 10, 11, 13, 14 and 16 of this Agreement as
well as any applicable provision of this Paragraph numbered 15 shall remain in
effect.
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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 those names are the valuable property of the Investment Adviser
and its affiliates, and that the Fund Manager shall not use such names (or
derivatives or logos) without the prior written approval of the Investment
Adviser and only so long as the Investment Adviser is an investment adviser to
Pacific Funds and/or the Funds. Upon termination of the Investment Advisory
Agreement between Pacific Funds and the Investment Adviser, the Fund Manager
shall forthwith cease to use such name (or derivative or logo).
(b) It is understood that the name "Lazard Freres & Co. LLC", or
"Lazard Asset Management" or "Lazard" or logo associated with those names is the
valuable property of the Fund Manager and that Pacific Funds and Investment
Adviser have the right to use such name (or derivative or logo), in Pacific
Funds' prospectus, SAI and registration statement or other filings, forms or
reports required under applicable state or federal securities, insurance, or
other law, and for so long as the Fund Manager is a Fund Manager to Pacific
Funds and/or one of the Funds. Neither Pacific Funds nor the Investment Adviser
shall use the Fund Manager's name or logo in promotional or sales related
materials prepared by or on behalf of the Investment Adviser or Pacific Funds,
without prior review and approval by the Fund Manager, which may not be
unreasonably withheld. Upon termination of this Agreement among Pacific Funds,
the Investment Adviser and the Fund Manager, Pacific Funds and the Investment
Adviser shall forthwith cease to use such names (and logo).
17. Limitation of Liability.
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A copy of the Declaration of Trust for the Fund is on file with the
Secretary of the State of Delaware. The Declaration of Trust has been executed
on behalf of Pacific Funds by a Trustee of Pacific Funds in his capacity as
Trustee of the Fund 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
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All notices and other communications hereunder shall be in 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:
Lazard Asset Management
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇
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B. if to the Investment Adviser, to:
Pacific Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
C. if to the Fund, to:
Pacific Select Fund
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 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 15 of this Agreement and
under the 1940 Act, 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: Vice President & Secretary Title: President
LAZARD FRERES & CO. LLC
Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------- -----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: National Account Manager 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: ▇▇ ▇▇▇▇▇▇ International Value Fund
The Investment Adviser will pay to the Fund Manager a monthly fee
based on an annual percentage of the combined average daily net assets
of the ▇▇ ▇▇▇▇▇▇ International Value Fund and the International Value
Portfolio of the Pacific Select Fund, according to the following
schedule:
Rate (%) Break Point (assets)
-------- --------------------
.35% On first $2 billion
.30% On excess
The fees for services shall be prorated for any portion of a year in which the
Agreement is not effective.
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