EXHIBIT 99.9(a)
Agency Agreement
AGENCY AGREEMENT
THIS AGREEMENT made the July 1, 1990, by and between PACIFIC SELECT FUND
("Fund"), a Massachusetts business trust having its principal place of business
at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, and Pacific
Mutual Life Insurance Company ("Pacific Mutual"), a corporation organized and
existing under the laws of the State of California, having its principal place
of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Fund desires to appoint Pacific Mutual as Transfer Agent and Dividend
Disbursing Agent, and Pacific Mutual desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants here contained, the
parties hereto agree as follows:
1. Documents to be Filed with Appointment.
In connection with the appointment of Pacific Mutual as Transfer Agent and
Dividend Disbursing Agent for Fund, there will be filed with Pacific Mutual the
following documents:
A. A certified copy of the resolutions of the Board of Trustees of Fund
appointing Pacific Mutual as Transfer Agent and Dividend Disbursing Agent,
approving the form of this Agreement, and designating certain persons to sign
certificates of shares of beneficial interest, if any, and give written
instructions and requests on behalf of Fund;
B. A certified copy of the Declaration of Trust of Fund and all amendments
thereto;
C. A certified copy of the Bylaws of Fund;
D. Copies of Registration Statements, and amendments thereto, filed with the
Securities and Exchange Commission;
E. Specimens of all forms of outstanding certificates of shares of beneficial
interest, in the form approved by the Board of Trustees of Fund, with a
certificate of the Secretary of Fund, as to such approval;
F. Specimens of the signatures of the officers of the Fund authorized to sign
certificates of shares of beneficial interest and individuals authorized to sign
written instructions and requests;
G. An opinion of counsel for Fund with respect to:
(1) Fund's organization and existence under the laws of its state of
organization; and
(2) The status of all shares of beneficial interest of Fund covered by the
appointment under the Securities Act of 1933, as amended, and any other
applicable federal statute; and
(3) The fact that all issued shares are, and all unissued shares will be, when
issued, validly issued, fully paid and nonassessable.
H. A legal memorandum with respect to the status of all shares of beneficial
interest of Fund under state statutes.
2. Certain Representations and Warranties of Pacific Mutual. Pacific Mutual
represents and warrants to Fund that:
A. It is a corporation duly organized and existing and in good standing under
the laws of California.
B. It is duly qualified to carry on its business in the State of California.
C. It is empowered under applicable laws and by its Articles of Incorporation
and Bylaws to enter into and perform the services contemplated in this
Agreement.
D. It is registered as a transfer agent to the extent required under the
Securities Act of 1934.
E. All requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
F. It has and will continue to have and maintain the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3. Certain Representations and Warranties of Fund. Fund represents and
warrants to Pacific Mutual that:
A. It is a business trust duly organized and existing and in good standing under
the laws of the State of Massachusetts.
B. It is an open-end diversified management investment company registered under
the Investment Company Act of 1940, as amended.
C. A registration statement under the Securities Act of 1933 has been filed and
will be effective with respect to all shares of Fund being offered for sale.
D. All requisite steps have been or will be taken to register Fund's shares for
sale in all applicable states.
E. Fund is empowered under applicable laws and by its Declaration of Trust and
Bylaws to enter into and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, Fund hereby employs
and appoints Pacific Mutual as Transfer Agent and Dividend Disbursing Agent
effective the 1st of May, 1990.
B. Pacific Mutual hereby accepts such employment and appointment and agrees that
it will act as Fund's Transfer Agent and Dividend Disbursing Agent.
C. Pacific Mutual agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in accordance with
industry practice.
D. Fund agrees to use its best efforts to deliver to Pacific Mutual in Newport
Beach, California, as soon as they are available, all of its shareholders
account records.
E. Subject to the provisions of Sections 20. and 21. hereof, Pacific Mutual
agrees that it will perform all of the usual and ordinary services of Transfer
Agent and Dividend Disbursing Agent and as Agent for the various shareholder
accounts, including, without limitation, the following: Issuing, transferring
and cancelling certificates of shares of beneficial interest, maintaining all
shareholder accounts, preparing shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing shareholder reports and prospectuses,
withholding taxes on non-resident alien and foreign corporation accounts, for
pension and deferred income, backup withholding or other instances agreed upon
by the parties, preparing and mailing checks for disbursing of income dividends
and capital gain distributions, preparing and filing U.S. Treasure Department
Form 1099 for all shareholders, preparing and mailing confirmation forms to
shareholders and dealers with respect to all purchases and liquidations of Fund
shares and other transactions in shareholder accounts for which confirmations
are required, recording reinvestments of dividends and distributions in Fund
shares, recording redemptions of Fund shares and preparing for payments upon
redemption and for disbursements.
5. Limit of Authority.
Unless otherwise expressly limited by the resolution of appointment or by
subsequent action by the Fund, the appointment of Pacific Mutual as Transfer
Agent will be construed to cover the full amount of the shares of beneficial
interest for which Pacific Mutual is appointed as the same will, from time to
time, be constituted.
6. Compensation and Expenses.
A. In consideration for its services hereunder as Transfer Agent and Dividend
Disbursing Agent, Fund will pay to Pacific Mutual from time to time a reasonable
compensation for all services rendered as Agent, and also, all its reasonable
out-of-pocket expenses, charges, counsel fees and other disbursements incurred
by Pacific Mutual in connection with the agency. Such compensation will be set
forth in a separate schedule (Exhibit C) to be agreed to by Fund and Pacific
Mutual, a copy of which is attached hereto and incorporated herein by reference
as though fully set out at this point.
B. Fund agrees to promptly reimburse Pacific Mutual for all reasonable out-of-
pocket expenses or advances incurred by Pacific Mutual in connection with
mailing stock certificates, envelopes, check forms, continuous forms, forms for
reports and statements, stationery, and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers of shareholders,
microfilm used each year to record the previous year's transaction in
shareholder accounts and computer tapes used for permanent storage of records
and cost of insertion of materials in mailing envelopes by outside firms.
Pacific Mutual will provide to Fund, not less frequently than monthly, a
detailed accounting of all out-of-pocket expenditures made by Pacific Mutual on
behalf of Fund.
7. Efficient Operation Pacific Mutual System.
A. In connection with the performance of its services under this Agreement,
Pacific Mutual is responsible for the accurate and efficient functioning of its
system at all times, including:
(1) The accuracy of all entries in Pacific Mutual's records reflecting orders
and instructions received by Pacific Mutual from dealers, shareholder, Fund or
its principal underwriter;
(2) The continuous availability and the accuracy of shareholder lists,
shareholder account verifications, confirmations and other shareholder account
information to be produced from its records or data;
(3) The accurate and timely issuance of dividend and distribution checks in
accordance with instructions received from Fund;
(4) The accuracy of redemption transactions and payments in accordance with
redemption instructions received from dealers, shareholders or Fund;
(5) The deposit daily in Fund's appropriate special bank account of all checks
and payments received from dealers or shareholders for investment in shares;
(6) The requiring of proper forms of instructions, signatures and signature
guarantees and any necessary documents supporting the legality of transfers,
redemptions and other shareholder account transactions, all in conformance with
Pacific Mutual's present procedures with such changes as may be required or
approved by the Fund.
8. Indemnification.
A. Except to the extent that Pacific Mutual is covered by and receives payment
from any insurance required hereunder, Pacific Mutual will not be responsible
for, and Fund will hold harmless and
indemnify Pacific Mutual from and against any loss by or liability to the Fund
or a third party, including attorney's fees, in connection with any claim or
suit asserting any such liability arising out of or attributable to actions
taken or omitted by Pacific Mutual pursuant to this Agreement, unless Pacific
Mutual has acted negligently or in bad faith. Further, Pacific Mutual will be
liable under this Agreement for its own willful misconduct. The matters covered
by this indemnification include but are not limited to those of Section 14
hereof.
Fund will be responsible for, and will have the right to conduct or control the
defense of any litigation asserting liability against which Pacific Mutual is
indemnified hereunder. Pacific Mutual will not be under any obligation to
prosecute or defend any action or suit in respect of the agency relationship
hereunder, which, in its opinion, may involve it in expense of liability, unless
Fund will, as often as requested furnish Pacific Mutual with reasonable,
satisfactory security and indemnity against such expense or liability.
B. Pacific Mutual will hold harmless and indemnify Fund from and against any
loss or liability arising out of Pacific Mutual's failure to comply with the
terms of this Agreement in breach of any representation or warranty of Pacific
Mutual hereunder or arising out of Pacific Mutual's negligence, misconduct, or
bad faith.
9. Certain Covenants of Pacific Mutual and Fund.
A. All requisite steps will be taken by Fund from time to time when and as
necessary to register the Fund's shares for sale in all states in which Fund's
shares shall at the time be offered for sale and require registration. If at
any time Fund will receive notice of any stop order or other proceeding in any
such state affecting such registration or the sale of Fund's shares, or of any
stop order or other proceeding under the Federal securities laws affecting the
sale of Fund's shares, Fund will give prompt notice hereof to Pacific Mutual.
B. Pacific Mutual hereby agrees to perform such transfer agency functions as are
attached hereto as Exhibit A and establish and maintain facilities and
procedures reasonably acceptable to Fund for safekeeping of stock certificates,
check forms, and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices, and to carry insurance as specified in Exhibit B which will not be
lowered without notice to Fund.
C. To the extent required by Section 31 of the Investment Company Act of 1940 as
amended and Rules thereunder, Pacific Mutual agrees that all records maintained
by Pacific Mutual relating to the services to be performed by Pacific Mutual
under this Agreement are the property of Fund and will be preserved and will be
surrendered promptly to Fund on request and will not be released to any other
party except as required by law. Pacific mutual agrees to notify Fund of any
request for records to which, in its opinion it must respond, prior to
responding.
D. Pacific Mutual agrees to furnish Fund Annual reports of its financial
condition, consisting of a balance sheet, earnings statement and any other
financial information reasonably requested by Fund.
E. Pacific Mutual represents and agrees that it will use reasonable efforts to
keep current on the trends of the investment company industry relating to
shareholder services and will use reasonable efforts to continue to modernize
and improve its system without additional cost to Fund.
F. Pacific Mutual will permit Fund and its authorized representatives to make
periodic inspections of its operations at reasonable time during business hours.
10. Recapitalization or Readjustment.
In case of any recapitalization, readjustment or other change in the capital
structure of Fund requiring a change in the form of share certificates, Pacific
Mutual will issue or register certificates in the new form in exchange for, or
in transfer of, the outstanding certificates in the old form, upon receiving:
A. Written instructions from an officer of Fund;
B. Certified copy of the amendment to the Declaration of Trust or other document
effecting the change;
C. Certified copy of the order or consent of each governmental or regulatory
authority required by law to the issuance of the shares in the new form, and an
opinion of counsel that the order or consent of no other government or
regulatory authority is required;
D. Specimens of the new certificates in the form approved by the Board of
Trustees of Fund, with a certificate of the Secretary of Fund as to such
approval;
E. Opinion of counsel for Fund stating:
(1) The status of the shares of beneficial interest of Fund in the new form
under the Securities Act of 1933, as amended and any other applicable federal or
state statute; and
(2) That the issued shares in the new form are, and all unissued shares will be,
when issued, validly issued, fully paid and non-assessable.
11. Share Certificates.
Fund will furnish Pacific Mutual with a sufficient supply of blank certificates
of shares of beneficial interest and from time to time will renew such supply
upon the request of Pacific Mutual. Such certificates will be signed manually
or by facsimile signatures of the officers of Fund authorized by law and by
bylaws to sign share certificates, and if required, will bear the Fund's seal or
facsimile thereof.
12. Death, Resignation or Removal of Signing Officer.
Fund will file promptly with Pacific Mutual written notice of any change in the
officers authorized to sign share certificates, written instruments or requests,
together with two signature cards bearing the specimen signature of each newly
authorized officer. In case any officer of Fund who will have signed manually
or whose facsimile signature will have been affixed to blank share certificates
will die, resign, or be removed prior to the issuance of such certificates,
Pacific Mutual may issue or register such share certificates as the share
certificates of Fund notwithstanding such death, resignation, or removal, until
specifically directed to the contrary by Fund in writing. In the absence of
such direction, Fund will file promptly with Pacific Mutual such approval,
adoption, or ratification as may be required by law.
13. Future Amendments of Declaration of Trust and Bylaws.
Fund will promptly file with Pacific Mutual copies of all material amendments to
its Declaration of Trust or Bylaws made after the date of this Agreement.
14. Instructions, Opinion of Counsel and Signatures.
At any time Pacific Mutual may apply to any officer of Fund for instructions,
and may consult with legal counsel for Fund at the expense of Fund, with respect
to any matter arising in connection with the agency and it will not be liable
for any action taken or omitted by it in good faith in reliance upon such
instructions or upon the opinion of such counsel. Pacific Mutual will be
protected in acting
upon any paper or document reasonably believed by it to be genuine and to have
been signed by the proper person or persons and will not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from Fund. It will also be protected in recognizing share certificates
which it reasonably believes to bear the proper manual or facsimile signatures
of the officers of Fund, and the proper countersignature of any former Transfer
Agent or Registrar, or of a Co-Transfer Agent or Co-Registrar.
15. Papers Subject to Approval of Counsel.
The acceptance by Pacific Mutual, of its appointment as Transfer Agent and
Dividend Disbursing Agent and all documents filed in connection with such
appointment and thereafter in connection with the agencies, will be subject to
the approval of legal counsel for Pacific Mutual.
16. Certification of Documents.
The required copy of the Declaration of Trust of Fund and copies of all
amendments thereto will be certified by the Secretary of State (or other
appropriate official) of the Commonwealth of Massachusetts, and if such
Declaration of Trust and amendments are required by law to be also filed with a
county, city or other officer of official body, a certificate of such filing
will appear on the certified copy submitted to Pacific Mutual. A copy of the
order to consent of each governmental or regulatory authority required by law to
the issuance of the shares will be certified by the Secretary of Clerk of such
governmental or regulatory authority, under proper seal of such authority. The
copy of the Bylaws and copies of all amendments thereto, and copies of
resolutions of the Board of Trustees of Fund, will be certified by the Secretary
or an Assistant Secretary of Fund under the Fund's seal.
17. Records.
Pacific Mutual will maintain customary records in connection with its agency,
and particularly will maintain those records required to be maintained pursuant
to sub-paragraph (2)(iv) of paragraph (b) of Rule 31a-1, Rule 31a-2 and Rule
31a-3 under the Investment Company Act of 1940, if any, and any amended or
successor rule or rules.
18. Disposition of Books, Records and Cancelled Certificates.
Pacific Mutual will send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Fund, all books, documents, and all
records no longer deemed needed for current purposes and share certificates
which have been cancelled in transfer or in exchange, upon the understanding
that such books, documents, records, and share certificates will not be
destroyed by Fund without the consent of Pacific Mutual (which consent will not
be unreasonably withheld), but will be safely stored for possible future
reference.
19. Annual Certification.
Pacific Mutual shall be responsible for making inquiries, for reasonably
insuring, and for providing an annual certification, upon request of the Fund,
to the Fund that, to the best of Pacific Mutual's knowledge, Pacific Mutual or
any employee thereof has not, in any material connection with the handling of
separate account assets or assets of any underlying fund:
(a) been convicted, in the last 10 years, of any felony or misdemeanor arising
out of conduct involving embezzlement, fraudulent conversion, or
misappropriation of funds or securities, or
involving violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx
Code; or
(b) been found by any state regulatory authority, within the last 10 years, to
have violated or to have acknowledged violation of any provision of any state
insurance law involving fraud, deceit or knowing misrepresentations; or
(c) been found by any federal or state regulatory authorities, within the last
10 years, to have violated or to have acknowledged violation of any provision of
federal or state securities laws involving fraud, deceit or knowing
misrepresentation.
20. Provisions Relating to Pacific Mutual as Transfer Agent.
A. Pacific Mutual will make original issues of certificates evidencing ownership
of shares of beneficial interest ("certificates") upon written request of an
officer of Fund and upon being furnished with a certified copy of a resolution
of the Board of Trustees authorizing such original issue, an opinion of counsel
as outlined in paragraphs 1.D and G. of this Agreement, and any documents
required by paragraphs 5. or 10. of this Agreement, and necessary funds for the
payment of any original issue tax. Unless otherwise required by the Board of
Trustees of the Fund, Pacific Mutual will issue to all investors certificates
evidencing ownership of shares of beneficial interest for which the investor is
the record owner as shown on the books or record of Pacific Mutual.
B. Before making any original issue of certificates Fund will furnish Pacific
Mutual with sufficient funds to pay all required taxes on the original issue of
shares of beneficial interest, if any. Fund will furnish Pacific Mutual such
evidence as may be required by Pacific Mutual to show the actual value of the
shares. If no taxes are payable, Pacific Mutual will be furnished with an
opinion of outside counsel to that effect.
C. Shares of beneficial interest will be transferred and new shares issued in
transfer, or shares of beneficial interest accepted for redemption and funds
remitted therefor, a request for transfer or redemption of the old shares in
form deemed by Pacific Mutual properly endorsed for transfer or redemption
accompanied by such documents as Pacific Mutual may deem necessary to evidence
that authority of the person making the transfer or redemption, and bearing
satisfactory evidence of the payment of any applicable transfer taxes. Pacific
Mutual reserves the right to refuse to transfer or redeem shares until it is
satisfied that the endorsement or signature on the certificate or any other
document is valid and genuine, and for that purpose it may require a guaranty of
signature by a firm having membership in the New York Stock Exchange, Midwest
Stock Exchange, American Stock Exchange Securities Corporation, Pacific Coast
Stock Exchange, or any other exchange acceptable to Pacific Mutual or by a bank
or trust company approved by it. Pacific Mutual also reserves the right to
refuse to transfer or redeem shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it will incur no liability for
the refusal in good faith to make transfers or redemptions which, in its
judgement, are improper or unauthorized. Pacific Mutual may, in effecting
transfers or redemptions, rely upon Simplification Acts or other statutes which
protect is and Fund in not requiring complete fiduciary documentation. In cases
in which Pacific Mutual is not directed or otherwise required to maintain the
consolidated records of shareholder's account, Pacific Mutual will not be liable
for any loss which may arise by reason of not having such records, provided that
such loss could not have been prevented by the exercise of ordinary diligence.
Pacific Mutual will be under no duty to use a greater degree of diligence by
reason of not having such records.
D. When mail is used for delivery of certificates Pacific Mutual will forward
certificates in "nonnegotiable" form by first class of registered mail and
certificates in "negotiable" form by
registered mail, all such mail deliveries to be covered while in transit to the
addressee by insurance arranged for by Pacific Mutual.
E. Pacific Mutual will issue and mail certificates representing dividends,
exchanges or split ups, or act as Conversion Agent upon receiving written
instructions from any officer of Fund and such other documents as Pacific Mutual
deems necessary.
F. Pacific Mutual will issue and transfer certificates upon receiving written
instructions from an officer of Fund and such other documents as Pacific Mutual
may deem necessary.
G. Pacific Mutual may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or otherwise wrongfully taken
upon receiving instructions from Fund and indemnity satisfactory to Pacific
Mutual and Fund, and may issue new certificates in exchange for, and upon
surrender of, mutilated certificates. Such instructions from Fund will be in
such form as will be approved by the board of Trustees of Fund and will be in
accordance with the provisions of law and the Bylaws of Fund governing such
matter.
H. Pacific Mutual will supply a shareholders' list to Fund for its annual
meeting upon receiving a request from an officer of Fund. It will also supply
lists at such other times as may be requested by an officer of Fund.
I. Upon receipt of written instructions of an officer of Fund, Pacific Mutual
will address and mail notices to shareholders.
J. Pacific Mutual will furnish to regulatory authorities any information or
reports regarding the records of the Fund which may be requested in order to
ascertain whether the operations of the Fund are being conducted in a manner
consistent with applicable laws and regulations.
K. In case of any request or demand for the inspection of the shareholder
records of Fund or any other books in the possession of Pacific Mutual, Pacific
Mutual will notify Fund promptly and endeavor to secure instructions as to
permitting or refusing such inspection. Pacific Mutual reserves the right,
however, to exhibit the shareholder records or other books to any person in case
it is advised by its counsel that it may be held responsible for the failure to
exhibit the shareholder records or other books to such person.
L. Notwithstanding any other provision of the Agreement, it is understood and
agreed that Pacific Select Fund shall at all times retain the ultimate
responsibility for and control of all services provided pursuant to this
Agreement and reserves the right to direct, approve or disapprove any action
hereunder taken on their behalf by Pacific Mutual, which control and right will
be reasonably exercised.
21. Provisions Relating to Dividend Disbursing Agent.
A. Pacific Mutual will, at the expense of Fund, provide a special form of check
containing the imprint of any device or other matter desired by Fund. Said
checks must, however, be of a form and size convenient for use by Pacific
Mutual.
B. If Fund desires to include additional printed matter, financial statements,
etc., with the dividend checks the same will be furnished to Pacific Mutual
within a reasonable time prior to the date of mailing of the dividend checks, at
the expense of Fund.
C. If Fund desires its distributions mailed in any special form of envelopes,
sufficient supply of the same will be furnished to Pacific Mutual but the size
and form of said envelopes will be subject to the approval of Pacific Mutual.
If stamps are to be affixed to the envelopes, the stamps or the cash necessary
for such stamps must be furnished by Fund.
D. Pacific Mutual will maintain one or more deposit accounts as Agent for Fund,
into which the
funds for payment of dividends, distributions, redemptions or other
disbursements provided for hereunder will be deposited, and against which checks
will be drawn.
E. Pacific Mutual is authorized and directed to stop payment of checks therefore
issued hereunder, but not presented for payment, when the payees thereof allege
either that they have not received the checks or that such checks have been
mislaid, lost, stolen, destroyed or through no fault of theirs, are otherwise
beyond their control, and cannot be produced by them for presentation and
collection, and, to issue and deliver duplicate checks in replacement thereof.
22. Termination of Agreement.
A. This Agreement may be terminated by either party upon receipt of ninety (90)
days written notice from the other party.
B. Fund, in addition to any other rights and remedies, shall have the right to
terminate this Agreement forthwith upon the occurrence at any time of any of the
following events:
(1) Any interruption or cessation of operation by Pacific Mutual or its assigns
which materially interferes with the business operation of Fund;
(2) The bankruptcy or reorganization of Pacific Mutual or its assigns or the
appointment of a receiver for Pacific Mutual or its assigns;
(3) Any merger, consolidation or sale of substantially all the assets of Pacific
Mutual or its assigns;
(4) the acquisition of a controlling interest in Pacific Mutual or its assigns,
by any broker, dealer, investment adviser or investment company except as may
presently exist; or
(5) Failure by Pacific Mutual or its assigns to perform its duties in a
satisfactory manner in accordance with the Agreement, which failure materially
adversely affects the business operations of Fund and which failure continues
for thirty (30) days after receipt of written notice from Fund.
C. If at any time this Agreement will be terminated by Fund pursuant to clause
(1), (2) or (5) of Section 22.B, Fund will have and is hereby granted the right,
at its option, to use or cause its agents, employees or independent contractors
to use, for as long as Fund deems reasonably necessary to transfer to its own
operations, and no other, with payment of any compensation or reimbursement to
Pacific Mutual, Pacific Mutual's system including all of the programs, manuals
and other materials and information necessary to operate the system.
D. In the event of termination, Fund will promptly pay Pacific Mutual all
amounts due to Pacific Mutual hereunder.
E. In the event of termination Pacific Mutual agrees to cooperate with Fund in
effecting all necessary transfers of Fund's records to Fund, free from any claim
or retention of rights to the records, by Pacific Mutual.
23. Assignment.
A. Neither this Agreement nor any rights or obligations hereunder may be
assigned by Pacific Mutual without the prior written consent of Fund; provided,
however, no assignment will relieve Pacific Mutual of any of its obligations
hereunder.
B. This Agreement will inure to the benefit of and be binding upon the parties
and their respective successors and assigns.
24. Confidentiality.
A. Pacific Mutual agrees that, except as provided in the last sentence of
Section 20.K hereof, or as otherwise required by law, Pacific Mutual will keep
confidential all records of and information in
its possession relating to Fund or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
consent of Fund.
B. Fund agrees that, subject to Section 22.C and except as otherwise required by
law, Fund or its agents, employees or independent contractors will keep
confidential all financial statements and other financial records (other than
statements and records relating solely to Fund's business dealings with Pacific
Mutual) and all manuals, systems and other technical information and data, not
publicly disclosed, relating to Pacific Mutual's operations and programs
furnished to it by Pacific Mutual pursuant to this Agreement and will not
disclose the same to any person except at the request or with the consent of
Pacific Mutual.
25. Survival of representations and Warranties.
A. All representations and warranties by either party herein contained will
survive the execution and delivery of this Agreement.
26. Miscellaneous.
A. This Agreement is executed and delivered in the State of California and shall
be governed by the laws of said state.
B. No provisions of the Agreement may be amended or modified, in any manner
except by a written agreement properly authorized and executed by both parties
hereto.
C. The captions in this agreement are included for convenience of reference
only, and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
D. This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
E. If any part, term or provision of this Agreement is by the courts held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
F. A copy of the Fund's Agreement and Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts and notice is hereby given that
the Agreement has been executed on behalf of Fund by a Trustee of Fund in her
capacity as a Trustee of Fund and not individually. The obligations of this
Agreement shall only be binding upon the assets and property of Fund and shall
not be binding upon any Trustee, officer or shareholder of Fund individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officers.
PACIFIC MUTUAL LIFE INSURANCE COMPANY
By: /s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx, Vice Chairman of the Board
and Chief Investment Officer
ATTEST:
/s/ XXXXXX X. MILFS
Xxxxxx X. Milfs, Secretary
PACIFIC SELECT FUND
By: /s/ XX XXXXXX
Xxxxxx X. Xxxxxx, Chairman of the Board
and President
ATTEST:
/s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx, Vice President
and Assistant Secretary
EXHIBIT A
TRANSFER AGENCY SERVICES AND SYSTEMS FEATURES
FUNCTIONS
A. Issuance of stock certificates
B. Recording of non-certificate shares
C. Purchase, redemptions, exchanges, transfers and legals
D. Changes of address, etc.
E. Daily balancing of fund
F. Dividend calculation and disbursement
G. Mailing of quarterly and annual reports
H. Filing 1099/1042 information to shareholders and government
I. Provide NIR information
J. Reconcilement of dividend and disbursement accounts
K. Provide research and correspondence to shareholder's inquiries
L. Daily communication of reports to funds
M. Provide listings, labels and other special reports
N. Proxy issuance and tabulation
O. Annual statements of shareholders on microfilm
P. Blue-sky reports
Q. Wire order processing
ADDENDUM TO AGENCY AGREEMENT
----------------------------
The Agency Agreement, made the 1st day of July, 1990, by and between PACIFIC
SELECT FUND ("Fund"), a Massachusetts business trust having its principal place
of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, and PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("Pacific Mutual"), a California Corporation
having its principal place of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000 (the "Agreement") is hereby amended by the addition of
the provisions set forth in this Addendum to the Agreement ("Addendum"), which
is made this 4th day of January, 1994.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Fund has appointed Pacific Mutual as
Transfer Agent and Dividend Disbursing Agent and Pacific Mutual has accepted
such appointment; and
WHEREAS, the Fund currently consists of nine separate series designated as the
Money Market Series, Managed Bond Series, High Yield Bond Series, Government
Securities Series, Growth Series, Equity Income Series, Multi-Strategy Series,
International Series and Equity Index Series (each a "Series"); and
WHEREAS, the Fund intends to establish one additional Series to be designated as
the Growth LT Series; and
WHEREAS, the Fund desires to appoint Pacific Mutual as Transfer Agent and
Dividend Disbursing Agent for the Growth LT Series on the terms set forth in the
Agreement and in this Addendum to the Agreement;
WHEREAS, Pacific Mutual is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsiblities as specified in the Agreement, the
Fund hereby employs and appoints Pacific Mutual as Transfer Agent and Dividend
Disbursing Agent with respect to the Growth LT Series which, in addition to all
other Series previously established by the Fund, shall be deemed one of the
Series under the Agreement as provided for in the Agreement, subject to the
terms and conditions as specified in the Agreement and this Addendum, including
the compensation provisions in Section six (6) ("Compensation and Expenses") of
the Agreement and in the Compensation Schedule ("Exhibit C") attached thereto.
Addendum to be executed by their officers designated below on the date written
above.
PACIFIC SELECT FUND
By: /s/ XX XXXXXX
ATTEST /s/ XXXXXX X. MILFS Name: Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Milfs Title: President
Title: Secretary
PACIFIC MUTUAL LIFE INSURANCE COMPANY
By: /s/ XXXXXXX X. XXXXXXXX
ATTEST /s/ XXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxx Title: Chief Investment Officer
Title: Assistant Vice President
By: /s/ XXXXX X. XXXXXXX
ATTEST /s/ XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer
Title: Assistant Vice President
ADDENDUM TO AGENCY AGREEMENT
----------------------------
The Agency Agreement, made the 1st day of July, 1990 by, and between PACIFIC
SELECT FUND ("Fund"), a Massachusetts business trust having its principal place
of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, and PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("Pacific Mutual"), a California Corporation
having its principal place of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000 (the "Agreement"), is hereby amended by the addition of
the provisions set forth in this Addendum to the Agreement ("Addendum"), which
is made this 15th day of August, 1994.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Fund has appointed Pacific Mutual as
Transfer Agent and Dividend Disbursing Agent and Pacific Mutual has accepted
such appointment; and
WHEREAS, the Fund currently consists of ten separate Series designated as the
Money Market Series, Managed Bond Series, High Yield Bond Series, Government
Securities Series, Growth Series, Equity Income Series, Multi-Strategy Series,
International Series, Equity Index Series and Growth LT Series (each a
"Series"); and
WHEREAS, the Fund intends to establish two additional Series to be designated as
the Equity Series and Bond and Income Series; and
WHEREAS, the Fund desires to appoint Pacific Mutual as Transfer Agent and
Dividend Disbursing Agent for the Equity Series and the Bond and Income Series
on the terms set forth in the Agreement and in this Addendum to the Agreement;
WHEREAS, Pacific Mutual is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agreement, the
Fund hereby employs and appoints Pacific Mutual as Transfer Agent and Dividend
Disbursing Agent with respect to the Equity Series and Bond and Income Series
which, in addition to all other Series previously established by the Fund, shall
be deemed to be one of the Series under the Agreement as provided for in the
Agreement, subject to the terms and conditions as specified in the Agreement and
this Addendum, including the compensation provisions in Section six (6)
("Compensation and Expenses") of the Agreement and in the Compensation Schedule
("Exhibit C") attached thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ XXXXXX X. MILFS By: /s/ XX XXXXXX
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxx
Title: Secretary Title: President
PACIFIC MUTUAL LIFE INSURANCE COMPANY
Attest: /s/ XXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXXXX
Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice President Title: Chief Investment Officer
Attest: /s/ XXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President Title: Chief Financial Officer
ADDENDUM TO AGENCY AGREEMENT
----------------------------
The Agency Agreement, made the 1st day of July, 1990 and subsequently
amended on January 4, 1994 and August 15, 1994 by and between PACIFIC SELECT
FUND("Fund"), a Massachusetts business trust having its principal place of
business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, and PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("Pacific Mutual"), a California Corporation,
having its principal place of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000 (the "Agreement") is hereby amended by the addition of
the provisions set forth in this Addendum to the Agreement ("Addendum"), which
is made this _____ day of _____________, 1995.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Fund has appointed Pacific Mutual
as Transfer Agent and Dividend Disbursing Agent and Pacific Mutual has accepted
such appointment; and
WHEREAS, the Fund currently consists of twelve separate series designated
as the Money Market Portfolio, Managed Bond Portfolio, High Yield Bond
Portfolio, Government Securities Portfolio, Growth Portfolio, Equity Income
Portfolio, Multi-Strategy Portfolio, International Portfolio, Equity Index
Portfolio, Growth LT Portfolio, Equity Portfolio and Bond and Income Portfolio
(each referred to as a "Series" in the Agreement, and hereinafter referred to as
a "Portfolio"); and
WHEREAS, the Fund intends to establish two additional Portfolios to be
designated as the Emerging Markets Portfolio and Aggressive Equity Portfolio;
and
WHEREAS, the Fund desires to appoint Pacific Mutual as Transfer Agent and
Dividend Disbursing Agent for the Emerging Markets Portfolio and Aggressive
Equity Portfolio on the terms set forth in the Agreement and in this Addendum to
the Agreement;
WHEREAS, Pacific Mutual is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agreement, the
Fund hereby employs and appoints Pacific Mutual as Transfer Agent and Dividend
Disbursing Agent with respect to the Emerging Markets Portfolio and Aggressive
Equity Portfolio which, in addition to all other Portfolios previously
established by the Fund, shall be deemed one of the Portfolios under the
Agreement as provided for in the Agreement, subject to the terms and conditions
as specified in the Agreement and this Addendum, including the compensation
provisions in Section six (6) ("Compensation and Expenses") of the Agreement and
in the Compensation Schedule ("Exhibit C") attached thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: By:
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxx
Title: Secretary Title: President
PACIFIC MUTUAL LIFE INSURANCE COMPANY
Attest: By:
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President Title: Chairman & CEO
Attest: By:
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President Title: President
