EX-99.77Q1 OTHR EXHB 7 item77q1e.htm EXHIBIT to ITEM 77Q 77Q(e) FUND MANAGEMENT AGREEMENT
EXHIBIT to ITEM 77Q
77Q(e)
This Fund Management Agreement (this "Agreement") is made effective this April 3, 2002 by and among Pacific Life Insurance Company ("Investment Adviser"), a California corporation, Janus Capital Management LLC ("Fund Manager"), a Delaware limited liability company, and Pacific Funds ("Pacific Funds"), a Delaware Business Trust.
WHEREAS, Pacific Funds is registered with the Securities and Exchange Commission ("SEC") as an open-end, management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, Pacific Funds is authorized to issue shares of beneficial interest ("Shares") in separate funds, with each such fund representing interests in a separate fund; and
WHEREAS, 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 Fund Manager 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 Investment Adviser hereby appoint Janus Capital Management LLC to act as Fund Manager to the Funds listed on Exhibit A (the "Funds") for the periods and on the terms set forth in this Agreement. Fund Manager accepts such appointment and agrees to furnish services herein set forth for the compensation herein provided. In the event Investment Adviser wishes to retain Fund Manager to render investment advisory services to one or more Funds, other than the Funds listed on Exhibit A, Investment Adviser shall notify Fund Manager in writing. If Fund Manager is willing to render such services, it shall notify Pacific Funds and Investment Adviser in writing, whereupon such funds shall become a Fund hereunder, and be subject to this Agreement.
2. FUND MANAGER DUTIES.
(a) Fund Manager shall, subject to the supervision of Pacific Funds' Board of Trustees and the Investment Adviser, 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 responsible for and authorized to and shall 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:
(b) Shall conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto (including any no- action letters and exemptive orders which have been granted by the SEC to Pacific Funds, the Investment Adviser or the Fund Manager and received by the Fund Manager), (2) all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3) any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund Manager, (4) each Fund's objectives, investment policies and investment restrictions as stated in the
Pacific Funds' Prospectus and Statement of Additional Information as supplemented or amended from time to time, as furnished to the Fund Manager, (5) 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 Pacific Funds' Registration Statement, procedures, policies and guidelines previously furnished to the Fund Manager by the Investment Adviser, and (6) Section 851(b)(2) and (3) Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
(c) Is responsible, in connection with its responsibilities under this Section 2, for decisions to buy and sell securities and other investments for each Fund, for broker-dealer and futures commission merchant ("FCM") selection, and for negotiation of commission rates. The Fund Manager's primary consideration in effecting a security or other transaction will be to obtain the best execution for each Fund, taking into account the factors specified in the Prospectus and Statement of Additional Information for Pacific Funds, as they may be amended or supplemented from time to time 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 each Fund and to its other clients as to which it exercises investment discretion and not all such services or products may be used by the Fund Manager in managing the Funds. 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 Adviser and Board of Trustees of Pacific Funds, indicating the brokers, dealers or FCMs to which such allocations have been made.
(d) Fund Manager shall furnish Investment Adviser monthly, quarterly, and annual reports concerning transactions and performance of each Fund in such form as may be mutually agreed upon, and agrees to review and discuss the management of each Fund. Fund Manager shall permit the financial statements, books and records with respect to the Funds to be inspected and audited by the Investment Adviser at all reasonable times during normal business hours. Fund Manager shall also provide Investment Adviser and Pacific Funds with such other information and reports as may reasonably be requested by Investment Adviser and Pacific Funds from time to time, other than proprietary information and provided that Fund Manager shall not be responsible for Pacific Funds accounting.
(e) 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 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 Funds.
(f) Fund Manager will, in connection with the purchase and sale of securities for each Fund, together with Investment Adviser, arrange for the transmission to the custodian, and the recordkeeping agent for Pacific Funds on a daily basis, such confirmation(s), trade tickets, and other documents and information, including, but not limited to Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of each Fund, as may be reasonably necessary to enable the custodian and recordkeeping agent to perform its administrative and recordkeeping responsibilities with respect to Pacific Funds, and, with respect to each Fund's 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, recordkeeping agent, and, if required, to the Investment Adviser.
(g) Fund Manager will assist the custodian and recordkeeping agent for Pacific Funds in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for Pacific Funds, the value of any Funds' securities or other assets of the Funds for which the custodian and recordkeeping agent seeks assistance from Fund Manager or identifies for review by Fund Manager.
(h) Fund Manager will report regularly to the Board of Trustees of Pacific Funds on the investment program for each Fund and the issuers and securities represented in each Fund and will furnish the Board of Trustees of Pacific Funds, with respect to the Funds, such periodic and special reports as the Trustees and Investment Adviser may reasonably request, including, but not limited to, the monthly compliance checklist, reports regarding compliance with Pacific Funds' procedures pursuant to Rules 17e-1. 17a-7, 10f-3 and 12d3-1 under the 1940 Act, fundamental investment restrictions, liquidity determination of securities purchased pursuant to Rule 144A and 4(2) commercial paper, and compliance with Pacific Funds' or, if adopted by the Board of Trustees, the Fund Manager's Code of Ethics, and such other procedures or requirements that Pacific Funds or Investment Adviser may request from time to time.
(i) Fund Manager shall be responsible for the preparation and filing of Schedule 13G and Form 13F for each Fund on behalf of Pacific Funds. Fund Manager shall not be responsible for the preparation or filing of any other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed to in writing. Fund Manager shall vote proxies received in connection with securities held by the Funds.
(j) Fund Manager will not knowingly 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, and will keep confidential any information obtained pursuant to this Agreement, and disclose such information only if the Board of Trustees of Pacific Funds has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having requisite authority. Pacific Funds and Investment Adviser will not knowingly disclose or use any records or information respecting 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 by this Agreement, if Fund Manager 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.
3. OBLIGATIONS OF INVESTMENT ADVISER AND THE FUND.
(a) Investment Adviser or its agent shall provide timely information to Fund Manager regarding such matters as the composition of assets in each Fund, cash requirements and cash available for investment in each Fund, and all other information as may be reasonably necessary for Fund Manager to perform its responsibilities hereunder.
(b) Investment Adviser has herewith furnished Fund Manager a copy of the Fund's registration statement currently in effect and agrees during the continuance of this Agreement to furnish Fund Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. Investment Adviser agrees to furnish Fund Manager with minutes of meetings of the Trustees of Pacific Funds applicable to the Fund to the extent they may affect the duties of Investment Adviser, a copy of any financial statements or reports prepared for Pacific Funds, including the Funds, by certified or independent public accountants, and with copies of any financial statements or reports made by Pacific Funds to its shareholders or to any governmental body or securities exchange, and any further materials or information which Fund Manager may reasonably request to enable it to perform its functions under this Agreement.
4. CUSTODIAN. Investment Adviser shall provide Fund Manager with a copy of Pacific Funds' agreement with the Custodian designated to hold the assets in the Fund and any modification thereto (excepting any information concerning the calculation of fees, in particular, the "Fee Schedule") (the "Custody Agreement") in advance. The Funds' assets shall be maintained in the custody of the Custodian identified in, and in accordance with the terms and conditions of, the Custody Agreement. Fund Manager shall have no liability for the acts or omissions of the Custodian. Any assets added to the Funds shall be delivered directly to the Custodian.
5. EXPENSES. The Fund Manager shall bear all expenses incurred by its staff and for their activities in connection with the performance of its services under this Agreement. 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 relating to local administration of securities; fees for any pricing services; costs of regulatory compliance; and pro rata costs associated with maintaining legal existence and shareholder relations of Pacific Funds. All other expenses not specifically assumed by the Fund Manager hereunder or by the Adviser under the Advisory Agreement are borne by the applicable Fund. Pacific Funds, Investment Adviser, and Fund Manager shall not be considered as partners or participants in a joint venture.
6. PURCHASE AND SALE OF ASSETS. Absent instructions from Investment Adviser to the contrary, Fund Manager shall place all orders for the purchase and sale of securities for the Funds with brokers or dealers selected by Fund Manager which may include brokers or dealers affiliated with Fund Manager. Purchase or sell orders for the Funds may be aggregated with contemporaneous purchase or sell orders of other clients of Fund Manager. Fund Manager shall use its best efforts to obtain execution of the Funds' transactions at prices which are advantageous to the Funds and at commission rates that are reasonable in relation to the benefits received. However, Fund Manager may select brokers or dealers on the basis that they provide brokerage, research, or other services or products to the Funds and/or other accounts serviced by Fund Manager.
7. COMPENSATION OF FUND MANAGER. Investment Adviser shall pay to Fund Manager a monthly fee in accordance with the fee schedule as outlined on Exhibit A as attached to this Agreement. Monthly fees shall be calculated by Investment Adviser based upon the average daily net assets of the Funds (including cash or cash equivalents) for the preceding month for investment advisory services rendered during that preceding month, and shall be payable to Fund Manager by the fifteenth day of the succeeding month. The fee for the first month during which Fund Manager shall render investment advisory services under this Agreement shall be based upon the number of days the account was open in that month. If this Agreement is terminated, the fee shall be based upon the number of days the account was open during the month in which the Agreement is terminated.
8. COMPLIANCE.
(a) The Fund Manager agrees that it shall promptly notify the Investment Adviser and Pacific Funds (i) in the event that the SEC or any banking or other regulatory body has censured the Fund Manager; placed limitations upon its activities, functions, or operations related to its responsibilities under this Agreement; suspended or revoked its registration, if any, or its ability to serve as an investment adviser; or has commenced proceedings or an investigation that can be reasonably 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 promptly 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 promptly 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 Adviser's registration as an investment adviser; or has commenced proceedings 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.
9. COOPERATION. Each party to this Agreement agrees to cooperate with 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.
10. NON-EXCLUSIVITY. Investment Adviser and Pacific Funds agree that the services of Fund Manager are not to be deemed exclusive and that Fund Manager and its affiliates are free to act as investment adviser and provide other services to various investment companies and other managed accounts. Subject to Section 17j-1 of the 1940 Act, this Agreement shall not in any way limit or restrict Fund Manager or any of its directors, officers, employees, or agents from buying, selling, or trading any securities or other investment instruments for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by Fund Manager of its duties and obligations under this Agreement. Investment Adviser and Pacific Funds recognize and agree that Fund Manager may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Fund. Fund Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent Pacific Funds or Investment Adviser in any way or otherwise by deemed an agent of Pacific Funds or Investment Adviser other than in furtherance of its duties and responsibilities as set forth in this Agreement.
11. LIABILITY. Except as may otherwise be required by the 1940 Act or the 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.
12. INDEMNIFICATION.
(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 ("affiliated person") of the Fund Manager and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls ("controlling person") the Fund Manager (collectively, "Fund Manager Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Fund Manager or Fund Manager Indemnified Persons may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Investment Adviser's responsibilities as Investment Adviser of Pacific Funds which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Investment Adviser's obligations and/or duties under this Agreement by the Investment Adviser or by any of its directors, officers, or employees, or any affiliate acting on behalf of the Investment Adviser (other than Fund Manager Indemnified Persons); provided however, that in no case is the indemnity of the Investment Adviser in favor of the Fund Manager or Fund Manager Indemnified Persons deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties, or by reason of his reckless disregard of obligations and duties under this Agreement.
(b) 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 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 Advisers Act, under any other statute, at common law or otherwise, arising out of the Fund Manager's responsibilities to Pacific Funds which may be based upon any willful misfeasance, bad faith, gross 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 PL Indemnified Persons); provided, however, that in no case is the indemnity of the Fund Manager 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 obligation and duties under this Agreement.
13. DURATION AND TERMINATION. This Agreement shall remain in full force and effect until December 31, 2002 and is renewable annually thereafter by agreement of the parties to this Agreement and by specific approval of the Board of Trustees of Pacific Funds or by vote of a majority of the outstanding voting securities of the Funds. Any such renewal shall be approved by a vote of a majority of the Trustees who are not interested persons under the 1940 Act, cast in person at a meeting called for the purpose of voting on such renewal. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a 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 the Funds, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated without penalty, forfeiture, compulsory buyout amount, or performance of any obligation that could deter termination at any time by either party upon (60) sixty days prior written notice to the other party, and will automatically terminate in the event of its assignment, as defined in the 1940 Act, or upon termination of the Investment Adviser's Agreement with Pacific Funds.
14. AMENDMENT. This Agreement may be amended only if such amendment is specifically approved by (a) the vote of a majority of the outstanding voting securities of the Funds, if required by applicable law, and (b) the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.
15. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Fund Manager hereby agrees that all records which it maintains for the Fund are the property of Pacific Funds and further agrees to surrender promptly to Pacific Funds any of such records upon Pacific Funds' or Investment Adviser's request, although Fund Manager may, at its own expense, make and retain a copy of such records. Fund Manager further agrees to preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.
16. USE OF NAME.
(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. Fund Manager shall not use such names (or derivatives or logos) without the prior written approval of the Investment Adviser and only for 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 "Janus Capital Management LLC" or any derivative thereof or logo associated with those names are 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 one or more Funds of Pacific 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 written approval by the Fund Manager. 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 name (or logo).
17. LIMITATION AND LIABILITY. A copy of the Agreement and Declaration of Trust for Pacific Funds is on file with the Secretary of the State of Delaware. 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. DISCLOSURE ABOUT FUND MANAGER. Fund Manager has reviewed the 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 Fund Manager such Registration Statement contains, as of the date thereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading. Fund Manager further agrees to notify Investment Adviser and Pacific Funds immediately of any material fact known to Fund Manager respecting or relating to 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.
19. NOTICES. 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: Janus Capital Management LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
B. if to the Adviser, to: Pacific Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
C. if to Pacific Funds, to: Pacific Funds
c/o Pacific Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
20. GENERAL
(a) Fund Manager may perform its services through any employee, officer, or agent of Fund Manager, and Investment Adviser shall not be entitled to the advice, recommendation, or judgment of any specific person.
(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) 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.
(d) Each party to this Agreement agrees to cooperate with 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.
(e) If any term or provision or this Agreement or the application thereof to any person or circumstances is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
(f) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado exclusive of conflicts of laws, 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 1940 Act.
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ ▇▇▇▇▇▇ ▇. Milfs By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. Milfs Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Secretary Title: President
JANUS CAPITAL MANAGEMENT LLC
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Associate Counsel Title: Vice President of Janus
Capital Management LLC
PACIFIC FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
EXHIBIT A
PACIFIC FUNDS
FEE SCHEDULE
JANUS CAPITAL MANAGEMENT LLC
EFFECTIVE: April 3, 2002
Fund: ▇▇ ▇▇▇▇▇ Strategic 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 ▇▇ ▇▇▇▇▇ Strategic Value Fund and the Strategic Value Portfolio of the Pacific Select Fund, according to the following schedule:
Rate (%) Break Point (assets)
.55% On first $100 million
.50% On next $400 million
.45% On excess
Fund: ▇▇ ▇▇▇▇▇ Growth LT 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 ▇▇ ▇▇▇▇▇ Growth LT Fund and the Growth LT Portfolio of the Pacific Select Fund, according to the following schedule:
Rate (%) Break Point (assets)
.55% On first $100 million
.50% On next $400 million
.45% On excess
These fees for services shall be prorated for any portion of a year in which the Agreement is not effective.