Pacific Funds Sample Contracts

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WITNESSETH:
Expense Limitation Agreement • September 26th, 2001 • Pacific Funds • Delaware
Pacific Funds 700 Newport Center Drive Newport Beach, California 92660
Pacific Funds • September 26th, 2001 • New York
WITNESSETH:
Custodian Services Agreement • October 15th, 2001 • Pacific Funds • Delaware
FORM OF FUND MANAGEMENT AGREEMENT
Management Agreement • May 22nd, 2001 • Pacific Funds • California
SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2023 • Aristotle Funds Series Trust

This AGREEMENT is made effective on the 13th day of February, 2023, among Aristotle Pacific Capital, LLC, a Delaware Limited Liability Company (the “Subadviser”) and Aristotle Investment Services, LLC, a Delaware Limited Liability Company (the “Investment Adviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 19th, 2013 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of May 2013 or the inception date of the PL Large-Cap Growth Fund listed on Exhibit A, among BlackRock Investment Management, LLC, a Delaware limited liability company (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

W I T N E S S E T H :
Sub-Administration and Accounting Services Agreement • September 26th, 2001 • Pacific Funds
WITNESSETH:
Services Agreement • May 22nd, 2001 • Pacific Funds • Delaware
FORM OF PORTFOLIO MANAGEMENT AGREEMENT
Management Agreement • March 23rd, 2007 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of May, 2007 among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Fred Alger Management, Inc., a company (“Portfolio Manager”), and Pacific Select Fund, a Massachusetts Business Trust (the “Fund”).

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • June 29th, 2009 • Pacific Life Funds • California

This AGREEMENT by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and UBS Global Asset Management (Americas) Inc., (“Fund Manager”), a Delaware Corporation, and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”) is made effective the 1st day of July, 2009.

CONSENT TO TRANSFER FUND MANAGMENT AGREEMENT
Transfer Fund Managment Agreement • June 28th, 2007 • Pacific Life Funds

Reference is made to the Fund Management Agreement among Pacific Funds (the “Trust”), a Delaware statutory trust, Lazard Asset Management, (“Fund Manager”), a Delaware limited liability company, and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation, dated the 25th day of September, 2001, as amended to date, (the “Agreement”).

TRANSFER AGENCY & SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • July 28th, 2020 • Pacific Funds Series Trust

This Transfer Agency & Shareholder Services Agreement is made as of July 1, 2020 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNYM”), and each of Pacific Life Insurance Company, a Nebraska corporation (“Pacific Life”) and Pacific Funds Series Trust, a Delaware statutory trust and open-end management investment company registered with the SEC under the 1940 Act (the “Investment Company”), on behalf of each series of the Investment Company listed on Schedule B (each a “Fund” and collectively, the “Funds”). Capitalized terms and certain noncapitalized terms not defined where first used are defined in Schedule A hereto (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency & Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references

FORM OF FUND MANAGEMENT AGREEMENT
Management Agreement • February 24th, 2003 • Pacific Funds • California
DISTRIBUTION AGREEMENT
Dealer Agreement • February 28th, 2023 • Aristotle Funds Series Trust • Delaware
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • February 28th, 2023 • Aristotle Funds Series Trust

This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), is made as of [•], 2023, by and between Pacific Funds Series Trust (the “Pacific Funds Trust”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at 700 Newport Center Drive, Newport Beach, California, 92660, on behalf of its series portfolios listed on Exhibit A attached hereto (each portfolio, an “Acquired Fund” and collectively, the “Acquired Funds”), and Aristotle Funds Series Trust (the “Aristotle Trust”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at 11100 Santa Monica Blvd., Suite 1700, Los Angeles, CA 90025, on behalf its series listed on Exhibit A attached hereto (each series an “Acquiring Fund” and collectively, the “Acquiring Funds”). Other than the Acquiring Funds and the Acquired Funds, no other series of either the Pacific Funds Trust or the Aristotle Trust are subject to this Agreement. Pacific Life Fu

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EXHIBIT A
Pacific Life Funds • November 30th, 2012

THIS EXHIBIT A, amended and restated as of July 1, is Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of August 1, 2001 by and among BNY Mellon Investment Servicing (US) Inc., Pacific Life Insurance Company and Pacific Life Funds.

PURCHASE AGREEMENT
Purchase Agreement • June 26th, 2003 • Pacific Funds

Pacific Funds (the “Trust”), a Delaware statutory trust, on behalf of each of the funds specified below and Pacific Asset Management LLC, a wholly owned subsidiary of Pacific Life Insurance Company (the “Purchaser”), hereby agree as follows:

FORM OF SUBADVISORY AGREEMENT
Form of Subadvisory Agreement • April 30th, 2010 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of July, 2010 among Eaton Vance Management, a Massachusetts Business Trust (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

SUPERVISION AND ADMINISTRATION AGREEMENT
Supervision and Administration Agreement • February 28th, 2023 • Aristotle Funds Series Trust

SUPERVISION AND ADMINISTRATION AGREEMENT, made this day of , 2023, between Aristotle Funds Series Trust (the “Trust”), a Delaware statutory trust, and Aristotle Investment Services, LLC (the “Administrator” or “Aristotle”), a Delaware limited liability company (the “Agreement”).

FORM OF FUND MANAGEMENT AGREEMENT
Management Agreement • May 22nd, 2001 • Pacific Funds • California
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2023 • Aristotle Funds Series Trust

INVESTMENT ADVISORY AGREEMENT made this day of , 2023 between Aristotle Funds Series Trust (the “Trust”), a Delaware statutory trust, and Aristotle Investment Services, LLC (the “Adviser”), a Delaware limited liability company (the “Agreement”).

FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Fund Sub-Administration Servicing Agreement • February 28th, 2023 • Aristotle Funds Series Trust • Wisconsin

THIS AGREEMENT, is made and entered into as of the last day written on the signature page by and between ARISTOTLE INVESTMENT SERVICES, LLC, a Delaware limited liability company (“AIS”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS”).

ARISTOTLE INVESTMENT SERVICES, LLC
Aristotle Investment Services • February 28th, 2023 • Aristotle Funds Series Trust

With reference to the (i) Investment Advisory Agreement, entered into by Aristotle Investment Services, LLC (“AIS”) and Aristotle Funds Series Trust (the “Trust”), on behalf of each of its series listed on Schedule A hereto (each, a “Fund” and, collectively, the “Funds”), dated , 2023 (the “Advisory Agreement”), pursuant to which AIS provides investment advisory services to each Fund for compensation based on the value of the average daily net assets of such Fund (the “Advisory Fee”); and (ii) Supervision and Administration Agreement, entered into by AIS and the Trust, on behalf of each Fund, dated , 2023 (the “Administration Agreement” and, with the Advisory Agreement, the “AIS Agreements”), pursuant to which AIS provides supervisory and administrative services and/or arranges for such services to each Fund for compensation based on the value of the average daily net assets of such Fund (the “Administrative Fee” and, together with the Advisory Fee, the “Fees”), we hereby notify you as

CUSTODY AGREEMENT
Custody Agreement • February 28th, 2023 • Aristotle Funds Series Trust • Minnesota

THIS AGREEMENT, is made and entered into as of the last date on the signature page, by and between ARISTOTLE INVESTMENT SERVICES, LLC, a Delaware limited liability company, (the “Adviser”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

CONSENT TO TRANSFER FUND MANAGMENT AGREEMENT
Transfer Fund Managment Agreement • June 28th, 2007 • Pacific Life Funds

Reference is made to the Fund Management Agreement among Pacific Funds (the “Trust”), a Delaware statutory trust, Massachusetts Financial Services Company, a Delaware corporation, doing business as MFS Investment Management (“Fund Manager”), and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation, dated the 26th day of September, 2001, as amended to date, (the “Agreement”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • November 30th, 2012 • Pacific Life Funds • California

THIS AMENDMENT effective as of this 7th day of December 2012 or the inception date of the PL Global Absolute Return Fund listed on Exhibit A (the “Amendment”) is made to the Subadvisory Agreement (the “Agreement”) made the 1st day of July 2010, by and among Eaton Vance Management, a Massachusetts Business Trust (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (“Trust”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

FUND MANAGEMENT AGREEMENT
Fund Management Agreement • February 6th, 2006 • Pacific Funds • California

AGREEMENT made effective this 1st day of January 2006 among Pacific Life Insurance Company, a Nebraska corporation (“Investment Adviser”), and Loomis, Sayles & Company, L.P. (“Portfolio Manager”), a Delaware Limited Partnership, and Pacific Funds, a Delaware Statutory Trust (the “Trust”).

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