ADMINISTRATION AND SUPPORT SERVICES AGREEMENT
Exhibit
(h)(e)
This Agreement is made effective May 1, 2007, by and among Pacific Life Insurance Company, an
insurance company domiciled under the laws of Nebraska, (“Pacific Life”), Pacific Select Fund (the
“Fund”), a Massachusetts Business Trust and an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the “1940 Act”) and Pacific Life Fund
Advisors LLC, a Delware limited liability company (“PLFA”).
WHEREAS, Pacific Life and the Fund, entered into an investment advisory agreement dated
November 9, 1987, as amended and restated on January 1, 2005 (the “Advisory Agreement”);
WHEREAS, Pacific Life and the Fund entered into an Agreement for Administrative and Support
Services effective October 1, 1995 which Agreement was amended and restated in the Amended and
Restated Agreement For Administration And Support Services effective January 1, 2005, as amended
effective November 30, 2006;
WHEREAS, PLFA assumed all duties and responsibilities of Pacific Life under the Advisory
Agreement pursuant to a Transfer Agreement effective May 1, 2007 and certain Pacific Life employees
became affiliated with PLFA at that time;
WHEREAS, the Advisory Agreement provides that the Fund shall bear the expenses incurred in
connection with providing administrative and support services for the Fund other than those
investment management services for which the Adviser is responsible under the Advisory Agreement
(hereinafter, “Administration & Support Services”);
WHEREAS, such Administration & Support Services under this Agreement, (which are not part of
the management services provided under the Advisory Agreement), include, but are not limited to,
the following:
| (i) | Expenses of registering and qualifying the Fund with the Securities and Exchange Commission (“SEC”) and with any necessary state governmental entities; | ||
| (ii) | Expenses of providing accounting, tax, and legal services to the Fund; | ||
| (iii) | Expenses of maintaining the Fund’s legal existence; | ||
| (iv) | Expenses of holding shareholders’ meetings; | ||
| (v) | Expenses of preparing, printing, filing, and distributing to existing shareholders, proxies, prospectuses, and shareholder reports; | ||
| (vi) | Expenses of preparing, printing and filing reports and other documents including, but not limited, to Forms N-SAR, N-PX, N-CSR, 24F-2 and N-Q; | ||
| (vii) | Expenses of establishing, overseeing, and administering the Fund’s regulatory compliance program in accordance with Rule 38a-1 under the 1940 Act (the “38a-1 Program”) |
| including, but not limited to, the expense of the Fund’s Chief Compliance Officer (“CCO”) and the CCO’s staff, and the expense of other compliance personnel in assisting in the development and implementation of the 38a-1 Program; and | |||
| (viii) | providing support and coordination in connection with the provision of services to the Fund by outside counsel and accountants. |
WHEREAS, the Fund desires that Pacific Life and PLFA provide Administration and Support
Services;
WHEREAS, Pacific Life and PLFA are each willing to provide certain Administration and Support
Services; and
WHEREAS, the Administration & Support Services to be provided to the Fund by Pacific Life and
PLFA for which the Fund has agreed to compensate Pacific Life and PLFA are set forth in Addenda to
this Agreement, as such Addenda may be amended or as may be further specified in additional addenda
to this Agreement, as may be agreed to from time to time by Pacific Life, PLFA and the Fund;
NOW THEREFORE, in consideration of these premises and mutual promises and covenants herein
contained, it is hereby agreed as follows:
1. Pacific Life and PLFA will provide such Administration and Support Services as Pacific Life
and PLFA each reasonably believes it and its personnel may render in a cost effective manner.
Administration and Support Services shall not include any services for which PLFA is responsible
pursuant to the Advisory Agreement. Administration & Support Services may include services
provided by directors, officers or employees of Pacific Life and PLFA with respect to any matter
which is an Administration & Support Service irrespective of whether such person is also a trustee
or officer of the Fund provided that this provision shall not permit compensation to a trustee of
the Fund who is also a director, officer or employee of Pacific Life, in connection with such
trustee’s performance of his or her duties as a Fund trustee.
2. As compensation for Administrative and Support Services provided pursuant to this
Agreement, the Fund agrees to pay Pacific Life and PLFA for the respective work that each performs
under this Agreement on an “approximate cost basis.” Pacific Life and PLFA agree (i) to employ
reasonable methods to determine the cost for services provided, and (ii) maintain adequate records
and internal controls to support payments requested under this Agreement. The Fund acknowledges
that average or established internal billing rates or other reasonable methods may be used to
determine costs. Pacific Life and PLFA do not intend to profit from the provision of Administration
and Support Services.
3. The Fund has the right, through its trustees, officers or agents, to inspect, audit and
copy all records pertaining to the performance of services under this Agreement.
4. Any party to this Agreement may terminate this Agreement at any time without penalty upon
thirty days’ written notice to the other party. This Agreement shall be submitted to
the Fund’s Board of Trustees (the “Board”) on an annual basis for review and approval.
5. This Agreement shall be governed by the laws of the State of California.
6. The parties shall construe this Agreement consistent with the terms of the Advisory
Agreement and each party’s obligations, if any, thereunder.
7. 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 hereby and, to
this extent, the provisions of this Agreement shall be deemed to be severable.
8. The obligations of this Agreement shall be binding upon the assets and property of the Fund
and shall not be binding upon any trustee, officer, or shareholder of the Fund individually.
BY:
|
/s/ MA Xxxxx | ATTEST BY: | /s/ Xxxxxx X. Milfs | |||
| Xxxx Xxx Xxxxx | Xxxxxx Milfs | |||||
| President | Secretary | |||||
| PACIFIC LIFE INSURANCE COMPANY | ||||||
BY:
|
/s/ MA Xxxxx | ATTEST BY: | /s/ Xxxxxx X. Milfs | |||
| Xxxx Xxx Xxxxx | Xxxxxx Milfs | |||||
| President | Secretary | |||||
| PACIFIC LIFE FUND ADVISORS LLC | ||||||
BY:
|
/s/ Xxxxxx X. Xxxxxxxx | ATTEST BY: | /s/ Xxxxxx X. Milfs | |||
| Xxxxxx Xxxxxxxx | Xxxxxx Milfs | |||||
| Vice President | Secretary | |||||
ADDENDUM A
ACCOUNTING AND TAX SERVICES
The following shall constitute a schedule of accounting and tax services that may be provided
by Pacific Life and/ or PLFA personnel under this Agreement:
| • | Regulatory filing support, which includes preparation, review, approval, filing and web posting (as needed) of all quarterly (Form N-Q), and semi-annual and annual reports (Forms N-SAR and N-CSR, and annual 24f-2 notices) filings, financial reports, and such other reports and/or as may be required under the law | ||
| • | Board and Audit Committee support | ||
| • | Fund performance preparation and support | ||
| • | Monthly securities library updates and monthly web postings | ||
| • | Independent and Internal Auditors (as needed) support | ||
| • | Fund expenses processing and review | ||
| • | Registration statement support (includes Prospectus and SAI – Forms N-1A and N-14) | ||
| • | Written procedures and control support required by the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s rules thereunder, and the 38a-1 Program | ||
| • | Surveys | ||
| • | Tax-related support for the Fund, which includes preparation and/or review, and approval of tax returns prepared by Corporate Tax and/or another tax preparer approved by the Fund for the Fund and preparation and/or review, and approval of monthly distribution, annual spillback and excise tax distributions, etc. | ||
| • | Accounting and tax support for adding, merging, or liquidating portfolios to the Fund | ||
| • | Miscellaneous accounting control support (e.g. risk reports review, tax and accounting research relating to the Fund, reconciliations, etc.) | ||
| • | Maintenance of books and records required by the 1940 Act in connection with accounting and tax services provided to the Fund |
ADDENDUM B
LEGAL AND COMPLIANCE SERVICES
The following shall constitute a schedule of legal and compliance services that may be
provided by Pacific Life and/or PLFA personnel under this Agreement:
Draft, prepare, review, edit, and file, as applicable:
| • | Fund’s registration statement | ||
| • | Proxy/information statements | ||
| • | Combined proxy/registration statements on Form N-14 | ||
| • | N-SAR, N-CSR, N-PX, and N-Q, and other SEC, or other federal or state filings as may be required | ||
| • | Amendments or supplements to any of the foregoing | ||
| • | Recommendations and reports to Fund Board on matters not involving investment advice | ||
| • | New or revised Fund procedures | ||
| • | Documents, filings and correspondence relating to maintenance of the Fund’s legal existence | ||
| • | Shareholder correspondence | ||
| • | Securities law changes that may affect the Fund | ||
| • | Insurance laws and regulations that may affect the Fund | ||
| • | Providing counsel with respect to legal/compliance issues relating to the Fund raised by the Fund’s trustees and/or officers or by Pacific Life’s or PLFA’s regulatory compliance support staff | ||
| • | Implementation and on-going compliance and oversight of the Fund’s securities lending program, recapture program and such other programs or services as the Fund may adopt/implement from time to time | ||
| • | Verification of information provided by, coordination with, and review, oversight, evaluation, and analysis of all Fund service providers |
ADDENDUM C
CHIEF COMPLIANCE OFFICER SERVICES
The following shall constitute a schedule of services that may be provided by the Fund’s Chief
Compliance Officer (the “CCO”) and by other Pacific Life and/or PLFA personnel under this
Agreement:
All work performed by the CCO and by other Pacific Life and/or PLFA personnel in connection with
the 38a-1 Program and other compliance oversight and reporting, including, but not limited to:
| • | Creating, editing, reviewing, auditing, examining, and/or inspecting Fund compliance and control procedures. | ||
| • | Establishing and carrying out the 38a-1 Program’s due diligence/review process relating to Fund service providers. | ||
| • | Preparation of reports to the Fund Board and/or the Audit Committee. | ||
| • | Providing information/support to the Fund Board including attendance at various meetings. |
