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.
Appears in 3 contracts
Samples: Fund Management Agreement, Fund Management Agreement (Pacific Funds), Fund Management Agreement (Pacific Funds)
Fund Manager Duties. (a) Fund Manager shall, subject Subject to the supervision of Pacific Funds' -------------------- Board of Trustees and the Investment Adviser, the Fund Manager will provide a continuous investment program for the Funds Fund and determine the composition of the assets of the FundsFund, including determination of the purchase, retention, or sale of the securities, cash, and other investments, including futures contracts and options thereon, for the Fund. The Fund Manager will provide investment research and analysis, which may include consist of computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Funds' Fund's assets by determining the securities, cash securities and other investments, including futures and options contracts, if any, investments that shall be purchased, entered into, retained, sold, closed, or exchanged for the FundsFund, when these transactions should be executed, and what portion of the assets of the Funds Fund 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 FundsFund. To the extent permitted by the written investment policies of the FundsFund, the Fund Manager shall make decisions for the Funds Fund 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 FundsFund. The Fund Manager is responsible for and authorized to and shall exercise tender offers, exchange offers and to vote proxies on behalf of each FundPacific Funds, each as the Fund Manager determines is in the best interest of the FundPacific Funds. In performing these duties, the Fund Manager:
(a) Will manage the Fund so that it will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.
(b) Shall conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto (including any no- action letters and exemptive orders which have been granted by the SEC to Pacific Funds, the Investment Adviser or the Fund Manager and received by the which have been delivered to Fund Manager), (2) with all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund ManagerTrustees, (4) each with the Fund's objectives, investment policies and investment restrictions as stated in the Pacific Funds' Fund's Prospectus and Statement of Additional Information as supplemented or amended from time to timeInformation, as furnished to the Fund Manager, and (5) with the provisions of Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. Until the Investment Adviser delivers any supplements or amendments amendments, to the Fund Manager, the Fund Manager shall be fully protected in relying on Pacific Funds' Registration Statement, procedures, policies and guidelines Statement 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.
Appears in 2 contracts
Samples: Fund Management Agreement (Pacific Funds), Fund Management Agreement (Pacific Funds)
Fund Manager Duties. (a) Fund Manager shall, subject Subject to the supervision of Pacific Funds' -------------------- Board of Trustees and the Investment Adviser, the Fund Manager will provide a continuous investment program for the Funds and determine the composition of the assets of the Funds. The Fund Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Funds' assets by determining the securities, cash and other investments, including futures and options contracts, if any, that shall be purchased, entered into, retained, sold, closed, or exchanged for the Funds, when these transactions should be executed, and what portion of the assets of the Funds should be held in the various securities and other investments in which it may invest, and the Fund Manager is hereby authorized to execute and perform such services on behalf of the Funds. To the extent permitted by the written investment policies of the Funds, the Fund Manager shall make decisions for the Funds as to foreign currency matters and make determinations as to the retention or disposition of foreign currencies or securities or other instruments denominated in foreign currencies, or derivative instruments based upon foreign currencies, including forward foreign currency contracts and options and futures on foreign currencies and shall execute and perform the same on behalf of the Funds. The Fund Manager is responsible for and authorized to and shall exercise tender offers, exchange offers and to vote proxies on behalf of each the Fund, each as the Fund Manager determines is in the best interest of the Fund. In performing these duties, the Fund Manager:
(a) Will manage each of the Funds so that it will meet the requirements of Section 851(b)(2) and (3) and Subchapter M of the Internal Revenue Code.
(b) Shall conform with (1i) 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), (2ii) with all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3iii) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund Manager, (4iv) each Fund's with the Funds' 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, and (5v) with the provisions of Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. The Adviser agrees to provide promptly to the Fund Manager a copy of the documents and other materials mentioned above and all changes made to such documents, together with a list of companies the securities of which are not to be bought or sold for the Funds (such list shall include each security name, cusip number, sedol and/or applicable ticker, if applicable) and a list of affiliated brokers and underwriters for reporting transactions under applicable provisions of the 1940 Act. These documents, other materials and any amendments thereto shall not be deemed effective with respect to the Fund Manager until three business days after the Fund Manager's receipt thereof. 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 Statement 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 Fundthe Funds, for broker-dealer and futures commission merchant ("FCM") selection, and for negotiation of commission rates. The Fund Manager's primary consideration in effecting a security or other transaction will be to obtain the best execution for each Fundthe Funds, taking into account the factors specified in the Prospectus and Statement of Additional Information for Pacific Funds, as they may be amended or supplemented from time to time and furnished to the Fund Manager. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Fund Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Funds Fund to pay a broker or dealer, acting as agent, for effecting a Fund 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 the Funds 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 Fundsdiscretion. 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 mademade and the basis therefor.
(d) May, on occasions when the purchase or sale of a security is deemed to be in the best interest of a Fund Manager shall furnish Investment Adviser monthlyas well as any other investment advisory clients, 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 extent permitted by applicable laws 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 timeregulations, other than proprietary information and provided that Fund Manager but shall not be responsible for obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in Pacific Funds' Registration Statement as furnished to Fund Manager. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Fund Manager in a manner that is fair and equitable and consistent with the Fund Manager's fiduciary obligations to Pacific Funds accountingand to such other clients.
(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 willWill, in connection with the purchase and sale of securities for each Fundthe Funds, together with Investment the Adviser, arrange for the transmission to the custodian, custodian and the recordkeeping agent for Pacific Funds Funds, on a daily basis, such confirmation(s), trade tickets, and other documents and information, including, but not limited to to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of each the Fund, as may be reasonably necessary to enable the custodian and recordkeeping agent to perform its administrative and recordkeeping responsibilities with respect to Pacific the Funds, and, and with respect to each Fund's Fund securities to be purchased or sold through the Depository Trust Company, will arrange for the automatic transmission of the confirmation of such trades to Pacific Funds' custodian, and recordkeeping agent, and, if required, to the Investment Adviser.
(gf) Fund Manager will 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' fund securities or other assets of the Funds for which the custodian and recordkeeping agent seeks assistance from the Fund Manager or identifies for review by the Fund Manager. This includes (but is not limited to) obtaining bids and offers or quotes from broker/dealers or market-makers, verifying pricing and providing recommendations as to fair valuations and providing information to assist Pacific Funds in making fair valuations in accordance with Pacific Funds procedures, as they may be amended from time to time.
(g) Will maintain and preserve such records related to each Fund's transactions as required under the 1940 Act and the Advisers Act "Required Records". The Fund Manager will make available to Pacific Funds and the Adviser promptly upon request, any of the Fund's investment records and ledgers maintained by the Fund Manager (which shall not include the records and ledgers maintained by the custodian and recordkeeping agent for Pacific Funds), as are necessary to assist Pacific Funds and the Adviser to comply with requirements of the 1940 Act and the Advisers Act, as well as other applicable laws, and will furnish to regulatory authorities having the requisite authority Required Records which may be requested in order to ascertain whether the operations of Pacific Funds are being conducted in a manner consistent with applicable laws and regulations.
(h) Fund Manager will Will regularly report regularly to the Pacific Funds' Board of Trustees of Pacific Funds on the investment program for each Fund the Funds and the issuers and securities represented in each Fund the Fundsfunds, and will furnish the Pacific Funds' Board of Trustees of Pacific Funds, with respect to the Funds, Funds such periodic and special reports as the Trustees and Investment the Adviser may reasonably request, including, but not limited to, the monthly compliance checklist, to reports regarding compliance with Pacific Funds' procedures pursuant to Rules 17e-1. , 17a-7, 10f-3 and 12d3-1 under the 1940 ActInvestment Company Act of 1940, fundamental investment restrictions, procedures for opening brokerage accounts and commodity trading accounts, liquidity determination of securities purchased pursuant to Rule 144A and 4(2) commercial paper, and compliance with 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 reasonably 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 Will 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 Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securitiessecurities or obtaining investment licenses in various countries or the opening of custody accounts and dealing with settlement agents in various countries, and will keep confidential any information obtained pursuant to this the 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 the requisite authority. Pacific Funds and Investment the Adviser will not knowingly disclose or use any records or information respecting the Fund Manager obtained pursuant to this Agreement 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 in this Agreement, if Fund Manager the Board of Trustees of Pacific Funds has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority.
(j) Shall not permit any employee of the Fund Manager to have any material connection with the handling of the Funds if such employee has:
(i) been, within the last ten (10) years, convicted of or acknowledged commission of any felony or misdemeanor (a) involving the purchase or sale of any security, (b) involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, (c) involving sections 1341, 1342 or 1343 of Title 18 of the U.S. Code, or (d) arising out of such person's conduct as an underwriter, broker, dealer, investment adviser, municipal securities person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman, or employee or officer or director of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act.
(ii) been permanently or temporarily enjoined by reason of any misconduct, by order, judgment, or decree of any court of competent jurisdiction from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.
(k) Shall provide to Adviser a complete copy of Fund Manager's Form ADV as filed with the Securities and Exchange Commission 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. The Adviser has received a current copy of the Fund Manager's Uniform Application for Investment Adviser Registration on Form ADV, as filed with the SEC. On an annual basis, (or more frequently if requested by the Adviser or Pacific Funds' Board of Trustees) the Fund Manager agrees to provide the Adviser with current copies of the Fund Manager's Form ADV, and any supplements or amendments thereto, as filed with the SEC.
Appears in 2 contracts
Samples: Fund Management Agreement (Pacific Funds), Fund Management Agreement (Pacific Funds)
Fund Manager Duties. (a) Fund Manager shall, subject Subject to the supervision of Pacific Funds' Board of Trustees and Pacific Life, the Investment Adviser, Fund Manager will provide a continuous investment program for the Funds Fund and determine the composition of the assets of the FundsFund, including determination of the purchase, retention, or sale of the securities, cash, and other investments, including futures contracts and options thereon, for the Fund. The Fund Manager will provide investment research and analysis, which may include consist of computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Funds' Fund's assets by determining the securities, cash securities and other investments, including futures and options contracts, if any, investments that shall be purchased, entered into, retained, sold, closed, or exchanged for the FundsFund, when these transactions should be executed, and what portion of the assets of the Funds Fund 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 FundsFund. To the extent permitted by the written investment policies of the FundsFund, the Fund Manager shall make decisions for the Funds Fund 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 FundsFund. The Fund Manager is responsible for and authorized to and shall exercise tender offers, exchange offers and to vote proxies on behalf of each FundPacific Funds, each as the Fund Manager determines is in the best interest of the FundPacific Funds. In performing these duties, the Fund Manager:
(a) Will manage the Fund in a manner that complies with requirements imposed upon regulated investment companies under Subchapter M of the Internal Revenue Code.
(b) Shall conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto (including any no- action letters and exemptive orders which have been granted by the SEC to the Pacific Funds, the Investment Adviser Pacific Life or the Fund Manager and received by the Fund Manager), (2) with all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund ManagerTrustees, (4) each with the 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 timeInformation, as furnished to the Fund Manager, and (5) with the provisions of Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. Until the Investment Adviser Pacific Life 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 Statement 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")Pacific Life.
(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.
Appears in 1 contract
Fund Manager Duties. (a) Fund Manager shall, subject Subject to the supervision of Pacific Funds' -------------------- Board of Trustees and the Investment Adviser, the Fund Manager will provide a continuous investment program for the Funds and determine the composition of the assets of the Funds. The Fund Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Funds' assets by determining the securities, cash and other investments, including futures and options contracts, if any, that shall be purchased, entered into, retained, sold, closed, or exchanged for the Funds, when these transactions should be executed, and what portion of the assets of the Funds should be held in the various securities and other investments in which it may invest, and the Fund Manager is hereby authorized to execute and perform such services on behalf of the Funds. To the extent permitted by the written investment policies of the Funds, the Fund Manager shall make decisions for the Funds as to foreign currency matters and make determinations as to the retention or disposition of foreign currencies or securities or other instruments denominated in foreign currencies, or derivative instruments based upon foreign currencies, including forward foreign currency contracts and options and futures on foreign currencies and shall execute and perform the same on behalf of the Funds. The Fund Manager is 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:
(a) Will manage each of the Funds so that it will meet the requirements of Section 851(b)(2) and (3) Subchapter M of the Internal Revenue Code.
(b) Shall conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto (including any no- action letters and exemptive orders which have been granted by the SEC to Pacific Funds, to the Investment Adviser or (as provided to the Fund Manager and received by the Investment Adviser), or to the Fund Manager), (2) with all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund Manager, (4) each Fund's with the Funds' 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, and (5) with the provisions of Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. Until the Investment Adviser delivers any supplements or amendments to the Fund Manager, the Fund Manager shall be fully protected in relying on the Pacific Funds' Registration Statement, procedures, policies and guidelines Statement 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.
Appears in 1 contract
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- no-action letters and exemptive orders which have been granted by the SEC to Pacific Funds, to the Investment Adviser or (as provided to the Fund Manager and received by the Investment Adviser), or to the Fund Manager), (2) with all other applicable federal and state laws and regulations pertaining to registered open-open- end investment management companies, (3) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund Manager, (4) each Fund's with the Funds' 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) with the provisions of Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. Until the Investment Adviser delivers any supplements or amendments to the Fund Manager, the Fund Manager shall be fully protected in relying on the Pacific Funds' Registration Statement, procedures, policies and guidelines Statement 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.
Appears in 1 contract
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, to the Investment Adviser or (as provided to the Fund Manager and received by the Investment Adviser), or to the Fund Manager), (2) with all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund Manager, (4) each Fund's with the Funds' 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) with the provisions of Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. Until the Investment Adviser delivers any supplements or amendments to the Fund Manager, the Fund Manager shall be fully protected in relying on the Pacific Funds' Registration Statement, procedures, policies and guidelines Statement 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.
Appears in 1 contract
Fund Manager Duties. (a) Fund Manager shall, subject Subject to the supervision of Pacific Funds' -------------------- Board of Trustees and the Investment Adviser, the Fund Manager will provide a continuous investment program for the Funds and determine the composition of the assets of the Funds. The Fund Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Funds' assets by determining the securities, cash securities 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. Fund manager is authorized to act on behalf of the Funds in the purchase and sale of private placement investment securities, to the extent permitted by the written investment policies of the Funds. This authority shall include the power to execute purchase and sale documents on behalf of the Funds, as required by the rules and regulations governing issuers of private placement investment securities and institutional market participants. 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 Fundthe Funds, each as the Fund Manager determines is in the best interest of the FundFunds. In performing these duties, the Fund Manager:
(a) Will manage each of the Funds so that it will meet the requirements of Section 851(b)(2) and (3) Subchapter M of the Internal Revenue Code.
(b) Shall conform with (1i) 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), (2ii) with all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3iii) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund Manager, (4iv) each Fund's with the Funds' 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, and (5) with the provisions of the Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. Until the Investment Adviser delivers any supplements or amendments to the Fund Manager, the Fund Manager shall be fully protected in relying on the Pacific Funds' Registration Statement, procedures, policies and guidelines Statement 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.
Appears in 1 contract
Fund Manager Duties. (a) Fund Manager shall, subject Subject to the supervision of Pacific Funds' -------------------- Board of Trustees and the Investment Adviser, the Fund Manager will provide a continuous investment program for the Funds and determine the composition of the assets of the Funds. The Fund Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Funds' Fund's 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 Fundthe Funds, each as the Fund Manager determines is in the best interest of the FundFunds. In performing these duties, the Fund Manager:
(a) Will manage each of the Funds so that it will meet the requirements of Section 851(b)(2) and (3) Subchapter M of the Internal Revenue Code.
(b) Shall conform with (1) with 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) with all other applicable federal and state laws and regulations pertaining to registered open-end investment management companies, (3) with any applicable written procedures, policies and guidelines adopted by the Pacific Funds' Board of Trustees and furnished to Fund Manager, (4) each with the 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, and (5) with the provisions of Pacific Funds' Registration Statement filed on Form N-1A under the Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or amended from time to time. Until the Investment Adviser delivers any supplements or amendments to the Fund Manager, the Fund Manager shall be fully protected in relying on 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.
Appears in 1 contract
