PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
Exhibit (d)(10)(c)
The Fund Management Agreement (the “Agreement”) made the 1st day of May, 2003 by
and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Inc., a Delaware corporation, doing business as ▇▇▇ ▇▇▇▇▇▇
(“Manager”), and Pacific Funds, a Delaware statutory trust (the “Fund”), is hereby amended to add
the provisions set forth below (together the “Amendment”), which is made this 4th day of October,
2005.
W I T N E S S E T H
WHEREAS, the Manager currently serves as an investment sub-adviser to the Fund, pursuant to
the Agreement, as may be amended thereafter; and
WHEREAS, the Manager and the Investment Adviser wish to amend certain provisions of the
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein,
the parties hereto agree as follows:
1. Section 2 of the Agreement, Manager Duties, is amended to add the following:
A. If requested, the Manager agrees to provide certifications (each, a
“Sub-Certification”) to the principal executive and financial officers of the Fund (the
“Certifying Officers”) that correspond to and/or support the certifications required to be
made by the Certifying Officers under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with the
preparation and filing of the Fund’s Form N-CSR in such form and content as the Investment
Adviser and Manager shall reasonably agree from time to time. Such Sub-Certifications shall
at all times be limited to matters directly relating to the services to be provided by, and
the obligations of, the Manager hereunder.
B. In performance of its duties and obligations under this Agreement, the Manager will
not consult with any other manager to the Portfolios or manager to a portfolio that is under
common control with the Portfolios concerning transactions in the securities and other assets
of the Portfolios allocated to the Manager pursuant to the Agreement, except for the purpose
of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.
C. Manager will exercise voting rights on portfolio securities held by a Portfolio in
accordance with written policies and procedures adopted by the Manager, as may be amended
from time to time (“Proxy Voting Policies and Procedures”), which at all times shall comply
with the requirements under applicable law and the guidance provided in Investment Company
Act Release No. 25922 (Jan 31, 2003) (the “Adopting Release”) and other applicable authority
of the SEC and its staff as applicable and as may be issued from time to time, including,
without limitation, (i) the requirement that such policies and procedures address how a
Portfolio will determine how to vote when a matter presents a conflict of interest; and (ii)
proxy record keeping procedures. The Manager shall vote proxies on behalf of a Portfolio in
a manner deemed by the Manager to be in the best interests of the Portfolio pursuant to the
Manager’s Proxy Voting Policies and Procedures. The Manager shall report to the Investment
Adviser, upon reasonable request and in a timely manner, a record of all proxies voted in
accordance with the form and format required under the Adopting Release or as the Investment
Adviser may reasonably request. The Manager shall certify at least annually, or more often
as may reasonably be requested by the Investment Adviser, as to its Proxy Voting Policies and
Procedures, the Adopting Release, and other applicable authority of the SEC and its staff, if
any.
The Manager acknowledges and agrees that the Fund may provide disclosure, notices, and
information concerning the availability of the Manager’s Proxy Voting Policies and Procedures
and shall disclose the voting record of each Portfolio, as required under applicable law.
D. Upon reasonable request by the Investment Adviser, Manager agrees to reimburse the
Investment Adviser for certain costs (“Reimbursable Costs”) associated with certain
supplements (“Supplements”) as described herein. Such Supplements are those generated due to
changes by Manager requiring immediate disclosure in the prospectus of the Fund for which, at
the time of notification by Manager to Investment Adviser of such changes, no supplement is
being generated for other purposes. Reimbursable Costs include reasonable costs of
preparation, filing, printing, and/or distribution of such Supplements to all existing
shareholders of the Fund. Such changes by Manager include, but are not limited to, material
changes to its structure, investment personnel, and investment style or management that
require immediate disclosure in the Fund’s prospectus. Such changes will not be
unreasonably withheld from a pending supplement not yet filed with the SEC.
2. Except as provided herein, the Agreement shall remain in full force and effect. This
Amendment and the Agreement, as amended, constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof and fully supersede any and all prior
agreements or understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the Agreement,
the terms of this Amendment shall control. Defined terms used in this Amendment shall have
the respective meanings specified in the Agreement.
3. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument, and shall be binding upon the parties and their respective
successors and assigns.
4. This Amendment shall be effective as of the date written above.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and
year provided above for the Amendment.
PACIFIC LIFE INSURANCE COMPANY
By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇. Milfs | |||||
Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇ ▇. Milfs | |||||
Title:
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Chairman & Chief Executive Officer | Title: | Secretary |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
By:
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By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||
Name:
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Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||
Title:
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Title: | Managing Director | ||||||
By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇. Milfs | |||||
Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇ ▇. Milfs | |||||
Title:
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Chairman & Chief Executive Officer | Title: | Secretary |