EXHIBIT 99.6(a)
Distribution Agreement
DISTRIBUTION AGREEMENT
Agreement, made this 1st day of Dec., 1987 between Pacific Select Fund ("the
Fund") and Pacific Equities Network ("PEN" or "Distributor").
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 Capital Stock ("Capital
Stock") in separate Series (the "Series") with each such Series representing
interests in a separate portfolio of securities and other assets; and
WHEREAS, the Fund intends initially to offer shares in eight series to be
designated as the Money Market Series, the Growth Series, the Equity Income
Series, the Multi-Strategy Series, the Managed Bond Series, the High Yield Bond
Series, the Government Securities Series, and the International Series (the
"Initial Series"), such Series together with all other Series subsequently
established by the Fund with respect to which the Fund desires to retain the
distributor to render services hereunder and with respect to which the
Distributor is willing so to do, being herein collectively referred to as the
"Series."
Therefore, in consideration of the mutual promises and covenants hereinafter set
forth, the parties hereto agree as follows:
1. The Fund hereby appoints PEN as Distributor of the Capital Stock on the
terms and for the period set forth in this Agreement and PEN hereby accepts such
appointment and agrees to render the services and undertake the duties set forth
herein.
2. (a) In performing its duties as Distributor, PEN will act in conformity with
the Prospectus and with the instructions and directions of the Board of Trustees
of the Fund, the requirements of the 1933 Act, the 1940 Act, and all other
applicable federal and state laws and regulations.
(b) After effectiveness of the Fund's Registration Statement, PEN will hold
itself available to receive by mail, telex and/or telephone orders for the
purchase or redemption of the Capital Stock and will accept or reject such
orders 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 at the share's net asset value next
determined in accordance with the prospectus. Distributor will not use any sales
literature which has not been previously approved by the Fund.
(c) PEN shall not be obligated to sell any certain number of shares of Capital
Stock. Such shares shall be sold without sales charge. No commission or other
fee will be paid to PEN in connection with the sale of shares of Capital Stock.
3. During the term of this Agreement, PEN will bear all its expenses in
complying with this Agreement, including the following expenses:
(a) costs of sales presentations, mailings, advertising, and any other marketing
efforts by PEN in connection with the distribution or sale of Capital Stock; and
(b) any compensation paid to employees of PEN in connection with the
distribution or sale of the Capital Stock.
4. The Fund shall bear all of its other expenses including, but not limited to:
(a) preparation and setting in type of its reports, proxies and prospectuses and
printing and distributing reports, proxies and prospectuses and other
communications to existing shareholders;
(b) registration of the Fund's shares with the Securities and Exchange
Commission;
(c) qualification of the Fund's shares for sale in jurisdictions designated by
the Distributor;
5. PEN shall not be liable for any error of judgement 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 PEN, 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 PEN even
though paid by PEN.
6. PEN hereby agrees to indemnify and hold harmless the Fund and the several
officers and Trustees thereof 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 PEN in
connection with the offer or sale of the Contracts. PEN 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.
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 PEN, such
indemnified party will notify PEN in writing of the commencement thereof, and
the omission so to notify PEN 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 PEN and it is damaged solely as a result of the failure to give such
notice.
7. This Agreement shall take effect on the effective date of the Fund's
Registration Statement under the 1933 Act, 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 PEN, or by PEN 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).
8. Notices of any kind to be given to PEN by the Fund shall be in writing and
shall be duly given if mailed, first class postage prepaid, or delivered to PEN,
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or at such
other address or to such individual as shall be specified by PEN 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 them at 000
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 or at such other address
or to such individual as shall be specified by the Fund.
9. The service of the Distributor to the Fund under this Agreement are not to
be deemed exclusive, and the Distributor shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby.
10. The Distributor shall prepare reports for the Board of Trustees of the Fund
on a quarterly basis showing such information as from time to time shall be
reasonably requested by the Board.
11. The Distributor 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 the
Distributor, by separate agreement with the Fund, may also serve the Fund in
other capacities.
12. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.
13. This Agreement shall be governed by the laws of California, provided that
nothing herein shall be construed in a manner inconsistent with the Investment
Company Act of 1940, the Securities Exchange Act of 1934 or any rule or order of
the Securities and Exchange Commission.
14. 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 EQUITIES NETWORK
By /s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
President
PACIFIC SELECT FUND
By /s/ XX XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: President
ADDENDUM TO DISTRIBUTION AGREEMENT
----------------------------------
The Agreement, made the 1st day of December, 1987 between the PACIFIC SELECT
FUND ("Fund"), a Massachusetts business trust having its principal place of
business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 and PACIFIC
EQUITIES NETWORK ("PEN"), a wholly owned subsidiary of Pacific Financial Holding
Company, located at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX
00000 ("the Agreement"), is hereby amended by the addition of the provisions set
forth in this Addendum to the Agreement.
WITNESSETH:
WHEREAS, the Fund initially established and currently offers eight separate
Series designated as the Money Market Series, Managed Bond Series, High Yield
Bond Series, Government Securities Series, Growth Series, Equity Income Series,
Multi-Strategy Series and International Series; and
WHEREAS, the Fund has appointed PEN as Distributor of the Capital Stock
("Distributor") with respect to the Series and PEN has accepted such
appointment; and
WHEREAS, the Fund intends to establish an additional Series to be designated as
the Equity Index Series; and
WHEREAS, the Fund desires to appoint PEN as Distributor for the Equity Index
Series on the terms set forth in the Agreement and hereinafter;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Addendum, it is agreed between the parties hereto as follows:
1. The Equity Index Series together with all other Series previously
established by the Fund are referred to as "Series" as that term is used in
the Agreement. In addition to its responsibilities as specified in the
Agreement, PEN shall serve as Distributor of the Capital Stock of the Equity
Index Series of the Fund under the terms and conditions specified in the
Agreement. For purposes of the Agreement and this Addendum, the phrase
"Capital Stock" shall mean the shares of beneficial interest issued by the
Fund.
This Addendum shall take effect as of the date of its execution.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
on the date indicated.
PACIFIC SELECT FUND
1-17-89 /s/ XXXXXX X. XXXXXX
Date President
PACIFIC EQUITIES NETWORK
1-17-89 /s/ XXXXXX X. XXXXXXXXXX
Date President
ADDENDUM TO DISTRIBUTION AGREEMENT
----------------------------------
The Distribution Agreement made the 1st day of December, 1987, and subsequently
amended on January 17, 1989, between PACIFIC SELECT FUND, (the "Fund") a
Massachusetts business trust having its principal place of business at 000
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, and PACIFIC EQUITIES NETWORK
("PEN"), a California corporation, having its principal place of business at 000
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 (the "Agreement") is hereby
amended by the addition of the provisions set forth in this Addendum to the
Agreement ("Addendum"), which is made this 4th day of January, 1994,
WITNESSETH:
WHEREAS, the Fund currently consists of nine separate series designated as the
Money Market Series, Managed Bond Series, High Yield Bond Series, Government
Securities Series, Growth Series, Equity Income Series, Multi-Strategy Series,
International Series, and Equity Index Series (each a "Series"); and
WHEREAS, the Fund has appointed PEN as Distributor of the Capital Stock
("Distributor") with respect to the Series and PEN has accepted such
appointment; and
WHEREAS, the Fund intends to establish one additional Series to be designated as
the Growth LT Series; and
WHEREAS, the Fund desires to appoint PEN as Distributor for the Growth LT Series
on the terms set forth in this Agreement and hereinafter; and
WHEREAS, PEN is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Addendum, it is agreed between the parties hereto as follows:
1. The Growth LT Series, together with all other Series previously
established by the Fund, are referred to as "Series" as that term is used in the
Agreement. In addition to its responsibilities as specified in the Agreement,
PEN shall serve as Distributor of the Capital Stock of the Growth LT Series of
the Fund under the terms and conditions specified in the Agreement. For
purposes of the Agreement and this Addendum, the phrase "Capital Stock" shall
mean the shares of beneficial interest issued by the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their officers designated below on the date written above.
PACIFIC SELECT FUND
ATTEST /s/ XXXXXX X. MILFS By: /s/ XX XXXXXX
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxx
Title: Secretary Title: President
PACIFIC EQUITIES NETWORK
ATTEST /s/ XXXXXX X. MILFS By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Milfs Name:
Title: Secretary Title: Director
ATTEST /s/ XXXXXX X. MILFS By: /s/ XXXXX X. XXXXXX
Name: Xxxxxx X. Milfs Name: Xxxxx X. Xxxxxx
Title: Secretary Title: Assistant Vice President
ADDENDUM TO DISTRIBUTION AGREEMENT
----------------------------------
The Distribution Agreement made the 1st day of December, 1987, and subsequently
amended on January 17, 1989, between PACIFIC SELECT FUND, (the "Fund") a
Massachusetts business trust having its principal place of business at 000
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, and PACIFIC EQUITIES NETWORK
("PEN"), a California corporation having its principal place of business at 000
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 (the "Agreement") is hereby
amended by the addition of the provisions set forth in this Addendum to the
Agreement ("Addendum"), which is made this 15th day of August, 1994.
WITNESSETH:
WHEREAS, the Fund currently consists of ten separate series designated as the
Money Market Series, Managed Bond Series, High Yield Bond Series, Government
Securities Series, Growth Series, Equity Income Series, Multi-Strategy Series,
International Series, Equity Index Series and Growth LT Series (each a
"Series"); and
WHEREAS, the Fund has appointed PEN as Distributor of the Capital Stock
("Distributor) with respect to the Series and PEN has accepted such appointment;
and
WHEREAS, the Fund intends to establish two additional Series to be designated as
the Equity Series and Bond and Income Series; and
WHEREAS, the Fund desires to appoint PEN as Distributor for the Equity Series
and Bond and Income Series on the terms set forth in this Agreement and
hereinafter; and
WHEREAS, PEN is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Addendum, it is agreed between the parties hereto as follows:
1. The Equity Series and Bond and Income Series, together with all other
Series previously established by the Fund, are referred to as "Series" as that
term is used in the Agreement. In addition to its responsibilities as specified
in the Agreement, PEN shall serve as Distributor of the Capital Stock of the
Equity Series and Bond and Income Series of the Fund under the terms and
conditions specified in the Agreement. For purposes of the Agreement and this
Addendum, the phrase "Capital Stock" shall mean the shares of beneficial
interest issued by the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ XXXXXX X. MILFS By: /s/XX XXXXXX
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxx
Title: Secretary Title: President
PACIFIC EQUITIES NETWORK
Attest: /s/ XXXXXX X. MILFS By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxxxx
Title: Secretary Title: President and Chief
Executive Officer
Attest: /s/ XXXXXX X. MILFS By: /s/ XXXXX X. XXXXXX
Name: Xxxxxx X. Milfs Name: Xxxxx X. Xxxxxx
Title: Secretary Title: Assistant Vice President
ADDENDUM TO DISTRIBUTION AGREEMENT
----------------------------------
The Distribution Agreement made the 1st day of December, 1987, and
subsequently amended on January 17, 1989, January 4, 1994 and August 15, 1994
between PACIFIC SELECT FUND, (the "Fund") a Massachusetts business trust having
its principal place of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX
00000, and PACIFIC EQUITIES NETWORK ("PEN"), a California corporation, having
its principal place of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX
00000 (the "Agreement") is hereby amended by the addition of the provisions set
forth in this Addendum to the Agreement ("Addendum"), which is made this _____
day of ___________, 1995.
WITNESSETH:
WHEREAS, the Fund currently consists of twelve separate series designated
as the Money Market Portfolio, Managed Bond Portfolio, High Yield Bond
Portfolio, Government Securities Portfolio, Growth Portfolio, Equity Income
Portfolio, Multi-Strategy Portfolio, International Portfolio, Equity Index
Portfolio, Growth LT portfolio, Equity Portfolio and Bond and Income Portfolio
(each referred to as a "Series" in the Agreement, and hereinafter referred to as
a "Portfolio"); and
WHEREAS, the Fund has appointed PEN as Distributor of the Capital Stock
("Distributor") with respect to the Portfolios and PEN has accepted such
appointment; and
WHEREAS, the Fund intends to establish two additional Portfolios to be
designated as the Emerging Markets Portfolio and Aggressive Equity Portfolio;
and
WHEREAS, the Fund desires to appoint PEN as Distributor for the Emerging
Markets Portfolio and Aggressive Equity Portfolio on the terms set forth in this
Agreement and hereinafter; and
WHEREAS, PEN is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. The Emerging Markets Portfolio and Aggressive Equity Portfolio,
together with all other Portfolios previously established by the Fund, are
referred to as "Series" as that term is used in the Agreement, and hereinafter
referred to as "Portfolios". In addition to its responsibilities as specified
in the Agreement, PEN shall serve as Distributor of the Capital Stock of the
Emerging Markets Portfolio and Aggressive Equity Portfolio of the Fund under the
terms and conditions specified in the Agreement. For purposes of the Agreement
and this Addendum, the phrase "Capital Stock" shall mean the shares of
beneficial interest issued by the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: By:
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxx
Title: Secretary Title: President
PACIFIC EQUITIES NETWORK
Attest: By:
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxxxx
Title: Secretary Title: President, Director & CEO
Attest: By:
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxx
Title: Secretary Title: CFO & Treasurer
