FORM OF DISTRIBUTION AGREEMENT
Exhibit (e)(12)
FORM OF DISTRIBUTION AGREEMENT
This Agreement (“Agreement”) is made on the 15th day of December, 2001, by and
between Pacific Select Fund (the “Fund”) and Pacific Select Distributors, Inc. (“PSD”), and amended
and restated on November 14, 2005.
WHEREAS, the Fund is an open-end, diversified management investment company registered under
the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest (“Shares”) in separate
series (each a “Portfolio” and collectively the “Portfolios”) with each such Portfolio representing
interests in a separate portfolio of securities and other assets; and
WHEREAS, the Fund intends, on behalf of each existing Portfolio together with all other
Portfolios subsequently established by the Fund, as set forth in Exhibit A (attached hereto) which
may from time to time be amended, to retain Pacific Select Distributors, Inc. (“PSD”); and
WHEREAS, PSD wishes to render the services hereunder;
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth,
the parties hereto agree as follows:
1. Appointment and Acceptance. The Fund hereby appoints PSD as distributor of the
Shares of the Portfolios on the terms and for the period set forth in this Agreement, and PSD
hereby accepts such appointment and agrees to render the services and undertake the duties set
forth herein.
2. General Provisions.
(a) In performing its duties as distributor, PSD will act in conformity with the registration
statement of the Fund on Form N-1A (“the Prospectus”), as amended from time to time and with any
instructions received from the Board of Trustees of the Fund (the “Board”), the requirements of the
Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the 1940 Act, and all other applicable federal and state laws and
regulations.
(b) PSD holds itself available to receive orders for the purchase or redemption of
Shares and will accept or reject orders to purchase such Shares on behalf of the Fund in
accordance with the provisions of the Prospectus, and will transmit such orders as are so
accepted to the Fund’s transfer agent promptly for processing.
(c) PSD shall not be obligated to sell any certain number of Shares. Except as
provided in this Agreement, no commission or other fee will be paid to PSD in connection
with the sale of Shares.
3. PSD Expenses. During the term of this Agreement, PSD will bear all its expenses in
complying with this Agreement including the following expenses:
(a) costs of sales presentations, preparation and delivery of advertising and sales
literature, and any other marketing efforts by PSD in connection with the distribution or
sale of Shares; and
(b) any compensation paid to employees of PSD in connection with the distribution or
sale of the Shares.
4. Fund Expenses. The Fund shall bear all of its other expenses including, but not
limited to:
(a) preparation and setting in type, printing and distributing reports and other
communications, proxies, prospectuses and statements of additional of information to
existing shareholders;
(b) registration of the Fund’s Shares with the Securities and Exchange Commission, and
registration or notification of the sale of the Shares with any applicable state securities
commissioners; and
(c) qualification of the Fund’s Shares for sale in jurisdictions designated by PSD.
5. Sale of Shares to Distributor and Sales by Distributor.
(a) All orders through PSD shall be subject to acceptance and confirmation by the
Fund.
(b) Prior to the time of transfer of any Shares by the Fund to, or on the order of,
PSD or any introducing broker, participating broker or other financial intermediary, PSD
shall pay or cause to be paid to the Fund or to its order an amount in federal funds equal
to the applicable net asset value of the Shares. Upon receipt of registration instructions
in proper form, PSD will transmit or cause to be transmitted such instructions to the Fund
or its agent for registration of the Shares purchased.
6. Fees. PSD shall receive no fee from the Fund for services as distributor of the
Shares.
7. Reservation of Right Not to Sell. The Fund reserves the right to refuse at any time
or times to sell any of its Shares for any reason deemed adequate by it.
8. Liability and Indemnification.
(a) PSD shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which this Agreement relates,
except a loss resulting from its willful misfeasance, bad faith or negligence in the
performance of its duties under this Agreement. Any person, even though also an officer,
employee or agent of PSD, who may be or become an
officer, director, employee or agent of the Fund shall be deemed, when rendering
services to the Fund or acting in any business of the Fund, to be rendering such services
to or acting solely for the Fund and not as an officer, partner, employee or agent or one
under the control or direction of PSD even though paid by PSD.
(b). PSD hereby agrees to indemnify and hold harmless the Fund and its officers and
Trustees against any and all losses, liabilities, damages and claims arising out of or
based upon any untrue or alleged untrue statement or representation made (except for such
statements made in reliance on any prospectus, registration statement or sales material
supplied by the Fund), any failure to deliver a currently effective prospectus, or the use
of any unauthorized sales literature by any officer, employee or agent of PSD in connection
with the offer or sale of Fund shares. PSD shall reimburse each such person for any legal
or other expenses reasonably incurred in connection with investigating or defending any
such loss, liability, damage or claim.
(c) Promptly after receipt by a party entitled to indemnification under this section
(“indemnified party”) of notice of the commencement of any action, if a claim for
indemnification in respect thereof is to be made against PSD, such indemnified party will
notify PSD in writing of the commencement thereof, and the omission to so notify PSD will
not relieve it from any liability under this section, except to the extent that the
omission results in a failure of actual notice to PSD and it is damaged solely as a result
of the failure to give such notice.
9. Effective Date and Termination of this Agreement. This Agreement shall take effect
on the on the date first written above, and shall continue in effect, unless sooner terminated as
provided herein, for two years from such date and shall continue from year to year thereafter so
long as such continuance is specifically approved at least annually (a) by the vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to this Agreement or
interested persons (as defined in the 0000 Xxx) of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) either by a majority of the entire Board
of Trustees of the Fund or by a majority vote (as defined in the Prospectus) of the shareholders of
the Fund; provided, however, that this Agreement may be terminated without penalty by the
Board of Trustees of the Fund; by a majority vote (as defined in the Prospectus) of the
shareholders of the Fund on 60 days’ written notice to PSD, or by PSD at any time, without payment
of any penalty, on 90 days’ written notice to the Fund. This Agreement will automatically and
immediately terminate in the event of its assignment (as defined in the 1940 Act).
10. Notices. Notices of any kind to be given to PSD by the Fund shall be in writing
and shall be duly given if mailed, first class postage prepaid, or delivered to 000 Xxxxxxx Xxxxxx
Drive, P.O. Box 9000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or at such other address or to such
individual as shall be specified by PSD to the Fund. Notices of any kind to be given to the Fund
shall be in writing and shall be duly given if mailed, first class postage prepaid, or delivered to
000 Xxxxxxx Xxxxxx Drive, X.X. Xxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 or at such other address
or to such individual as shall be specified by the Fund.
11. Non-Exclusivity. The services of PSD to the Fund under this Agreement are not to
be deemed exclusive, and PSD shall be free to render similar services or other services to others
so long as its services hereunder are not impaired thereby.
12. Reports. PSD shall prepare reports for the Board of Trustees of the Fund on a
quarterly basis showing such information as shall be reasonably requested by the Board from time to
time.
13. Independent Contractor. PSD shall for all purposes herein provided be deemed to
be an independent contractor and, unless otherwise expressly provided or authorized, shall have no
authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
It is understood and agreed that PSD, by separate agreement with the Fund, may also serve the Fund
in other capacities.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
15. Governing Law. This Agreement shall be governed by the laws of California,
provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the
Exchange Act, the Securities Act, or any rule or order of the Securities and Exchange Commission to
any national or regional self-regulating organization, such as the National Association of
Securities Dealers or the New York Stock Exchange.
16. Severability. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected
thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
| PACIFIC SELECT DISTRIBUTORS, INC. | ||||||
| By: | ||||||
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| PACIFIC SELECT FUND | ||||||
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| Portfolio | ||||
Aggressive Growth Portfolio Financial Services Portfolio Diversified Research Portfolio Equity Portfolio Technology Portfolio Short Duration Bond Portfolio Concentrated Growth Portfolio Growth LT Portfolio Focused 30 Portfolio Health Sciences Portfolio Mid-Cap Value Portfolio International Value Portfolio Large-Cap Growth Portfolio (formerly called Blue Chip Portfolio) Capital Opportunities Portfolio International Large-Cap Portfolio |
Xxxxxxxx Small Equity Portfolio (formerly called Aggressive Equity Portfolio) Small-Cap Value Portfolio Multi-Strategy Portfolio Main Street Core Portfolio Emerging Markets Portfolio Managed Bond Portfolio Inflation Managed Portfolio Money Market Portfolio High Yield Bond Portfolio Equity Income Portfolio Large-Cap Value Portfolio Xxxxxxxx Portfolio Mid-Cap Growth Portfolio Real Estate Portfolio American Funds Growth Portfolio |
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Equity Index Portfolio |
American Funds Growth-Income Portfolio | |||
Small-Cap Index Portfolio |
VN Small-Cap Value Portfolio |
Effective
January 1, 2006, agreed to and accepted by:
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| PACIFIC SELECT DISTRIBUTORS, INC. | ||||
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