EXHIBIT (g)(6)
ASSIGNMENT, AMENDMENT AND CONSENT
THIS ASSIGNMENT, AMENDMENT AND CONSENT AGREEMENT (the "Amendment") is made
and entered into effective as of June 1, 2000 by and among PACIFIC SELECT FUND,
a Massachusetts business trust having its principal office and place of business
at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Fund"), INVESTORS
FIDUCIARY TRUST COMPANY, a trust company chartered under Missouri law having its
principal office and place of business at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000-0000 ("IFTC"), STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,
N.A., a national banking association chartered by the Comptroller of the
Currency having its principal office and place of business at 000 Xxxx 0xx
Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 ("State Street" or
"Custodian") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation having its principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 ("State Street Boston").
WHEREAS, Fund appointed IFTC as custodian of the securities and monies at
any time owned by the Series of the Fund and as agent to perform certain
accounting and recordkeeping functions required of a duly registered investment
company pursuant to the terms and conditions of the Custody Agreement dated
December 1, 1987, as amended by Addenda dated January 17, 1989, January 4, 1994,
August 15, 1994, November 20, 1995, May 15, 1997, December 18, 1998 and December
15, 1999 (the "Custody Agreement");
WHEREAS, State Street Boston and IFTC, a wholly owned subsidiary of State
Street Boston, have commenced a reorganization that will ultimately result in
the liquidation of IFTC, and, therefore, IFTC desires to assign, and State
Street desires to assume, the Custody Agreement; and
WHEREAS, Fund and State Street desire to amend and supplement the Custody
Agreement upon the following terms and conditions;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Fund, IFTC and State Street hereby agree that the
Custody Agreement is assigned, amended and supplemented as set forth below. All
terms in the Amendment shall have the same meaning as in the Custody Agreement
unless otherwise specifically defined in this Amendment, and the Custody
Agreement as amended by this Amendment shall be referred to collectively as the
"Agreement".
1. IFTC hereby assigns all of its rights, duties and obligations under the
Custody Agreement to State Street and State Street hereby assumes all of
such rights, duties and obligations. Fund hereby consents to such assignment
and assumption.
2. Section I. introductory language and Section I.A. is hereby replaced in its
entirety by the following:
"I. APPOINTMENT OF CUSTODIAN. The Fund hereby appoints State Street
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as its Custodian with respect to each Series of the Fund currently
existing or which may be added from time to time by notice from the
Fund to Custodian, and State Street accepts such appointment, which
includes:
A. Appointment as Custodian for the safekeeping of securities,
other investments, monies and other property ("Assets").
Custodian agrees that it shall hold all Assets received from each
Series in an account (hereinafter called the "Account") at
Custodian or at State Street Boston as sub-custodian, or as
otherwise provided in this
Amendment; provided, however, that Custodian shall be the legal
situs of the Account."
3. Section III.H. is hereby amended by the addition of the following paragraph
(which shall apply to all subsections of Section III.H.):
"In accordance with such instructions, Custodian will pay for out of
monies held for the Account of the applicable Series, but only insofar
as monies are available therein for such purpose, and receive the
portfolio Assets so purchased by or for the Account of the applicable
Series. Such payment will be made only upon receipt by Custodian of
the Assets so purchased in form for transfer satisfactory to
Custodian."
4. Section III.N. is hereby amended by the addition of the following paragraphs
prior to the existing paragraph:
"Dividends from equity securities, interest payments and final
principal redemptions (collectively, "Income") shall generally be
credited to applicable Series on their payable dates; provided,
however, that Custodian may provide Fund with a list of exceptions, if
any, for foreign securities or securities denominated in foreign
currencies (the "Exceptions"). Any credit of Income shall be
conditional until Custodian is actually paid the amount it has so
credited the Fund, and Custodian may reverse or adjust any conditional
Income credited; provided however, that Custodian will use its
reasonable best efforts to actively pursue collection of such Income
as promptly as possible.
With respect to any other Income or payments to the Fund, including
but not limited to the Exceptions, Custodian will use its reasonable
best efforts to actively pursue collection of such Income and other
payments as promptly as possible."
5. Section III.T. is hereby amended by the addition of the following paragraph:
"Custodian acknowledges and understands that the Fund engages in
securities lending and overnight investing (often through repurchase
transactions). In connection therewith, Custodian agrees to provide
to the Fund, to any portfolio manager of the Fund, to the Adviser of
the Fund, or to any third party authorized by the Fund, securities
holdings, the cash amount available for investing, and sale
transaction information, on a real time basis or at such times as may
be required in order for such parties to conduct securities lending
and overnight investment programs. Custodian agrees to cooperate with
the Fund, its Adviser, its portfolio managers, and authorized third
party lending agents and overnight investment agents to facilitate
communications, and to permit on-line access and appropriate
interfaces to facilitate computer and personal access to such
information as is necessary to effect securities lending and overnight
investment programs."
6. Section III.X. is hereby replaced in its entirety by the following:
"X. Adoption of Procedures. Custodian and Fund agree to adopt Funds
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Transfer Operating Guidelines ("FTOG"). The current FTOG is attached
hereto as Exhibit A. Custodian and Fund may from time to time amend
FTOG and/or adopt such additional procedures as they agree upon.
Custodian may conclusively assume that no procedure approved by Fund,
or directed by Fund, conflicts with or violates any requirements of
its prospectus, Declaration of Trust, Bylaws, or any rule or
regulation, or any regulatory body or governmental agency. Fund will
be responsible to notify Custodian of any changes in state statutes,
regulations, rules or policies which might necessitate changes in
Custodian's responsibilities or procedures with respect to such FTOG."
7. Section III.Y. is hereby amended by inserting the following sentence at the
end of the paragraph:
"Custodian will value the Assets utilizing the outside pricing
services designated by Fund. The current list of authorized pricing
services is attached on Exhibit B-1. The parties may agree to follow
alternative pricing methods and verification/confirmation procedures
from time to time. When Fund and Custodian agree to such procedures,
they shall be attached hereto as Exhibit B-2."
8. The following Section is hereby added as Paragraph III.Z:
"Z. Advances. If Custodian advances its own funds at Fund's request
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to pay for Assets purchased by Fund and Custodian promptly notifies
Fund of the amount and nature of the debit to the Account, a banker's
lien will be permitted in the amount of the funds advanced. In the
case of such a permitted lien, and after adequate written notice to
the Fund, Custodian may sell or exchange such Assets as may be
necessary to pay for the outstanding debt covered by the lien.
Custodian may settle such transactions in the normal course of
business."
9. The following Section is hereby added following Section III.Z. as Section
III.AA.:
"AA. Tax Reclaims.
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1. Subject to the provisions hereof, Custodian shall apply for a
reduction of withholding tax and any refund of any tax paid or
tax credits which apply in each applicable market in respect of
income payments on the Assets for Fund's benefit which Custodian
is aware may be available to Fund.
2. The provision of tax reclaim services by Custodian is conditional
upon Custodian's receiving from Fund or, to the extent the Assets
are beneficially owned by others, from each beneficial owner, (a)
a declaration of the beneficial owner's identity and place of
residence and (b) certain other documentation (pro forma copies
--- -----
of which are available from Custodian). Fund acknowledges that,
if Custodian does not receive such declarations, documentation
and information Custodian shall be unable to provide tax reclaim
services.
3. Custodian shall not be liable to Fund or any third party for any
taxes, fines or penalties payable by Custodian on behalf of Fund
or by Fund, and shall be indemnified accordingly, whether these
result from the inaccurate completion of documents by Fund or any
third party, or as a result of the provision to Custodian or any
third party of inaccurate or misleading information or the
withholding of material information by Fund or any other third
party, or as a result of any delay of any revenue authority or
any other matter beyond Custodian's control. Custodian shall,
however be liable for any fines or penalties resulting from its
own mistakes of negligence or delays in filing with respect to
tax reclaim filings.
4. Custodian shall perform tax reclaim services with respect to
taxation levied by the revenue authorities in each country in
which the Fund invests, provided such country has a tax reclaim
procedure. Other than as expressly provided in this Amendment,
Custodian shall have no responsibility with regard to Fund's tax
position or tax status in any jurisdiction.
5. Fund confirms that Custodian is authorized to disclose any
information requested by any revenue authority or any
governmental body in relation to Fund or the securities and/or
cash held for Fund.
6. Tax reclaim services may be provided by Custodian or, in whole or
in part, by one or more third parties appointed by Custodian
(which may be Custodian's affiliates); provided that Custodian
shall be liable for the performance of any such third party to
the same extent as Custodian would have been if Custodian
performed such services."
10. The following section is hereby added following Section III.AA. as Section
XXX.XX.:
"BB. Monitoring Tax Laws. With respect to Assets held by Custodian,
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its agents, sub-custodians, foreign sub-custodians, Eligible Foreign
Custodians, nominees, depositories or correspondents (hereinafter,
collectively, "Sub-Agents"), Custodian will monitor the tax laws in
those countries in which the Fund invests. Custodian will advise the
Fund of any required tax reports, tax filings, exemption forms or
other required filings and will provide such information to the Fund
as it may require in order to prepare or support such reports or
filings."
11. The following Section is hereby added to the Custody Agreement as Section
IV.K.:
"K. Foreign Custody Manager.
------------------------
1. Delegation to State Street Boston as FCM. The Fund, pursuant to
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resolution adopted by its Board of Trustees (the "Board"), hereby
delegates to State Street Boston, subject to Section (b) of Rule
17f-5, the responsibilities set forth in this Section IV.K. with
respect to Foreign Assets held outside the United States, and
State Street Boston hereby accepts such delegation, as FCM of
each Series.
2. Definitions. Capitalized terms in this Section IV.K. have the
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following meanings:
"Country Risk" means all factors reasonably related to the
systemic risk of holding Foreign Assets in a particular country
including, but not limited to, such country's political
environment; economic and financial infrastructure (including
financial institutions such as any Mandatory Securities
Depositories operating in the country); prevailing or developing
custody and settlement practices; and laws and regulations
applicable to the safekeeping and recovery of Foreign Assets held
in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section
(a)(1) of Rule 17f-5, except that the term does not include
Mandatory Securities Depositories.
"Foreign Assets" means any of the Series' investments (including
foreign currencies) for which the primary market is outside the
United States and such cash and cash equivalents in amounts
deemed by Fund to be reasonably necessary to effect the Series'
transactions in such investments.
"Foreign Custody Manager" or "FCM" has the meaning set forth in
section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign securities
depository or clearing agency that, either as a legal or
practical matter, must be used if the Fund determines to place
Foreign Assets in a country outside the United States (i) because
required by law or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or clearing
agency; or (iii) because maintaining or effecting trades in
securities outside the foreign securities depository or clearing
agency is not consistent with prevailing or developing custodial
or market practices.
3. Countries Covered. The FCM is responsible for performing the
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delegated responsibilities defined below only with respect to the
countries and custody arrangements for each such country provided
on a list from FCM, which may be amended from time to time. The
current list is attached as Exhibit C hereto. The FCM will list
on Exhibit C the Eligible Foreign Custodians selected by the FCM
to maintain the assets of each Series. FCM shall provide a list
of Mandatory Securities Depositories which may be amended from
time to time by the FCM. The current list is attached hereto as
Exhibit D hereto. The FCM will provide amended versions of
Exhibits C and D in accordance with subsection 7 of this Section
IV.K.
Upon the receipt by the FCM of Instructions to open an account,
or to place or maintain Foreign Assets, in a country listed on
Exhibit D, and the fulfillment by the Fund of the applicable
account opening requirements for such country, the FCM is deemed
to have been delegated by the Board responsibility as FCM with
respect to that country and to have accepted such delegation.
Following the receipt of Instructions directing the FCM to close
the account of a Series with the Eligible Foreign Custodian
selected by the FCM in a designated country, the delegation by
the Board to State Street
Boston as FCM for that country is deemed to have been withdrawn
and State Street Boston will immediately cease to be the FCM of
the Series with respect to that country.
The FCM may withdraw its acceptance of delegated responsibilities
with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period as to which the parties
agree in writing) after receipt of any such notice by the Fund,
State Street Boston will have no further responsibility as FCM to
a Series with respect to the country as to which State Street
Boston's acceptance of delegation is withdrawn.
4. Scope of Delegated Responsibilities.
-----------------------------------
a. Selection of Eligible Foreign Custodians. Subject to the
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provisions of this Section IV.K., the FCM may place and
maintain the Foreign Assets in the care of the Eligible
Foreign Custodian selected by the FCM in each country listed
on Exhibit D, as amended from time to time.
In performing its delegated responsibilities as FCM to place
or maintain Foreign Assets with an Eligible Foreign
Custodian, the FCM will determine that the Foreign Assets
will be subject to reasonable care, based on the standards
applicable to custodians in the country in which the Foreign
Assets will be held by that Eligible Foreign Custodian,
after considering all factors relevant to the safekeeping of
such assets, including, without limitation, those set forth
in Rule 17f-5(c)(1)(i) through (iv).
b. Contracts With Eligible Foreign Custodians. The FCM will
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determine that the contract (or the rules or established
practices or procedures in the case of an Eligible Foreign
Custodian that is a foreign securities depository or
clearing agency) governing the foreign custody arrangements
with each Eligible Foreign Custodian selected by the FCM
will provide reasonable care for the Foreign Assets held by
that Eligible Foreign Custodian based on the standards
applicable to custodians in the particular country. Each
such contract will include the provisions set forth in Rule
17f-5(c)(2)(I)(A) through (F), or, in lieu of any or all of
the provisions set forth in said (A) through (F), such other
provisions that the FCM determines will provide, in their
entirety, the same or greater level of care and protection
for the Foreign Assets as the provisions set forth in said
(A) through (F) in their entirety.
c. Monitoring. In each case in which the FCM maintains Foreign
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Assets with an Eligible Foreign Custodian selected by the
FCM, the FCM will establish a system to monitor (i) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing
the custody arrangements established by the FCM with the
Eligible Foreign Custodian. In the event the FCM determines
that the custody arrangements with an Eligible Foreign
Custodian it has selected are no longer appropriate, the FCM
will notify the Board in accordance with subsection 7 of
this Section IV.K.
5. Guidelines for the Exercise of Delegated Authority. For purposes
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of this Section IV.K., the Board will be solely responsible for
considering and determining to accept such Country Risk as is
incurred by placing and maintaining the Foreign Assets in each
country for which State Street Boston is serving as FCM of a
Series, and the Board will be solely responsible for monitoring on
a continuing basis such Country Risk to the extent that the Board
considers necessary or appropriate. The Fund, on behalf of the
Series, and Custodian each expressly acknowledge that the FCM will
not be delegated any responsibilities under this Section IV.K.
with respect to Mandatory Securities Depositories.
6. Reporting Requirements. The FCM will report the withdrawal of the
----------------------
Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign
Custodian by providing to the Board amended Exhibits C and D at
the end of the calendar quarter in which an amendment to either
Schedule has occurred. The FCM will make written reports notifying
the Board of any other material change in the foreign custody
arrangements of a Series described in this Section IV.K. after the
occurrence of the material change. The FCM shall provide to the
Board at least annually and at the reasonable request of the Board
information with respect to Mandatory Securities Depositories
listed on Exhibit D and information respecting custody and
settlement practices in countries listed on Exhibit C.
7. Representations with Respect to Rule 17f-5. The FCM represents to
------------------------------------------
the Fund that it is a U.S. Bank as defined in section (a)(7) of
Rule 17f-5.
The Fund represents to FCM that the Board has determined that it
is reasonable for the Board to rely on FCM to perform the
responsibilities delegated pursuant to this Contract to State
Street Boston as the FCM of each Series.
8. Effective Date and Termination of State Street Boston as FCM.
------------------------------------------------------------
The Board's delegation to State Street Boston as FCM of a Series
will be effective as of the date hereof and will remain in effect
until terminated at any time, without penalty, by written notice
from the terminating party to the non-terminating party.
Termination will become effective thirty days after receipt by
the non-terminating party of such notice. The provisions of
subsection 3 of this Section IVA govern the delegation to and
termination of State Street Boston as FCM of the Fund with
respect to designated countries."
12. Sections IV.H. and I. and VI.A.(1) and (2) are deleted and VI.A.(3) shall
be renumbered as VI.A.(8). The following section is hereby added as Section
VI.A. and Section VI. is hereby renamed "Standard of Care and Liability of
Custodian".
"VI. STANDARDS OF CARE AND LIABILITY OF CUSTODIAN:
--------------------------------------------
A. The Custodian shall be liable to the Fund for any failure to
meet any standard of care described below and as otherwise
described below.
(1) Custodian's Standard of Care for Services. In connection with all
-----------------------------------------
the duties and responsibilities of the Custodian under this
Agreement, the Custodian shall exercise the standard of
reasonable care, prudence and diligence that a professional
custodian engaged in the banking or trust company industry and
having professional expertise in financial and securities
processing transactions and custody for mutual funds would
observe.
(2) Custodian's Liability for Safekeeping of Assets. Custodian
-----------------------------------------------
shall have strict liability for and assume the entire
responsibility for physical loss, damage or injury to custodied
Assets occasioned by robbery, burglary, fire, theft or mysterious
disappearance irrespective of whether such losses occur while the
Assets are in possession of Custodian or any Sub-Agents,
including any officers, directors and employees thereof
(hereinafter, "Affiliates").
In addition, in the event of any loss to the Assets due to other
cause, unless the Custodian can prove that it and its Sub-Agents,
or Affiliates were not negligent and did not act with willful
misconduct, the Custodian will be liable for such loss. In the
event of loss, damage or injury to the Assets while on deposit in
Custodian's account, whether held by Custodian or its Sub-Agents,
(including Federal Reserve Book Entry System), upon Fund's
demand, Custodian will promptly cause said Assets to be replaced
with Assets of like kind and quality, together with all rights
and privileges pertaining thereto, or, if acceptable to Fund,
remit cash equal to the fair market value of the Assets as of the
date when the loss was discovered, which acceptance will not
unreasonably be denied.
(3) Liability of Custodian respecting Safekeeping of Assets by
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Foreign Sub-Custodian. In connection with Assets held under
---------------------
agreements with Sub-Agents, including foreign securities
depositories as provided in Section IV of this Agreement, the
Custodian shall be liable to the Fund for any loss which shall
occur as the result of the failure of Sub-Agents or their
Affiliates to exercise reasonable care with respect to the
safekeeping of such securities and other assets to the same
extent that Sub-Agents would be liable to the Fund if the
Custodian were holding such securities and other assets in
California. In the event of any loss to the Fund by reason of the
failure of the Custodian, Sub-Agents or their Affiliates to
utilize reasonable care, the Custodian shall be liable to the
Fund to the extent of the Fund's damages, to be determined based
on the market value of the assets which are the subject of the
loss at the date of discovery of such loss and without reference
to any special conditions or circumstances.
(4) Liability of Custodian respecting Foreign Sub-Custodians. In
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connection with the duties and responsibilities of the Custodian,
other than those duties and responsibilities provided in Section
IV.K. of this Agreement, each agreement pursuant to which the
Custodian or sub-custodian employs a foreign banking institution
as a foreign sub-custodian shall require the institution to
exercise reasonable care (which may be defined in such agreement
according to the standards of the country of such foreign sub-
custodian) in the performance of its duties, and to indemnify,
and hold harmless, the Custodian or sub-custodian and the Fund
from and against any loss or liability arising out of or in
connection with the institution's performance of such
obligations.
(5) FCM's Standard of Reasonable Care for Selection of Eligible
-----------------------------------------------------------
Foreign Custodians. In connection with the duties and
------------------
responsibilities of the FCM as provided in Section IV.K. of this
Agreement to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the FCM will determine that the Foreign Assets
will be subject to reasonable care, based on the standards
applicable to custodians in the country in which the Foreign
Assets will be held by that Eligible Foreign Custodian, after
considering all factors relevant to the safekeeping of such
assets, including, without limitation, those set forth in Rule
17f-5(c)(1)(i) through (iv). The FCM will determine that the
contract (or the rules or established practices or procedures in
the case of an Eligible Foreign Custodian that is a foreign
securities depository or clearing agency) governing the foreign
custody arrangements with each Eligible Foreign Custodian
selected by the FCM will provide reasonable care for the Foreign
Assets held by that Eligible Foreign Custodian based on the
standards applicable to custodians in the particular country.
Each such contract will include the provisions set forth in Rule
17f-5(c)(2)(i)(A) through (F), or, in lieu of any or all of the
provisions set forth in said (A) through (F), such other
provisions that the FCM determines will provide, in their
entirety, the same or greater level of care and protection for
the Foreign Assets as the provisions set forth in said (A)
through (F) in their entirety.
(6) FCM Standard of Reasonable Care, Prudence and Diligence. In
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connection with the duties and responsibilities of the FCM as
provided in Section IV.K. of this Agreement, other than those
duties and responsibilities addressed by Subsection (5) of this
Section VI.A. of this Agreement, the FCM agrees to exercise
reasonable care, prudence and diligence that a professional
custodian engaged in the banking or trust company industry and
having professional expertise in financial and securities
processing transactions and custody for mutual funds would
observe.
(7) Indemnification of Custodian. The Custodian shall be held to the
----------------------------
standards provided in this Section VI.A. in carrying out this
Agreement, and provided such standards are met, shall be
indemnified by, and shall be without liability to, Fund for any
action taken or omitted by the Custodian in good faith without
negligence or willful misconduct."
13. The first sentence of Section VII. to the Custody Agreement shall be
deleted and replaced with following sentence:
"Fund will pay to Custodian such compensation as may be set forth in a
fee schedule agreed to in writing by the parties from time to time.
The current Fee Schedule is attached hereto as Exhibit E. The Fee
Schedule will apply to any new Series which may be added from time to
time, unless the parties agree otherwise in writing."
14. The address for notice to the Custodian in Section IX of the Custody
Agreement shall be replaced with the following address:
State Street Bank and Trust Company
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Custody Department
15. The following language is hereby added to the Custody Agreement as new
Section XIII and the current Section XIII is renumbered Section XV:
"XIII. DATA ACCESS; THE SYSTEMS; CONFIDENTIALITY.
------------------------------------------
A. If Custodian or FCM provides Fund, or its designated
investment advisors, consultants, auditors, or other third
parties authorized by Custodian who agree to abide by the
terms of this Section XIII ("Authorized Designees") with
access to the computerized investment portfolio
recordkeeping and accounting systems used by Custodian or
FCM (the "System") on a remote basis for the purpose of
obtaining and analyzing reports and information (the "Remote
Access Services"), Fund agrees to comply, and to cause its
Authorized Designees to comply, with remote access operating
standards and procedures and with user identification or
other password control requirements and other security
procedures as may be issued from time to time by Custodian
or FCM for use of the System and access to the Remote Access
Services. Fund agrees to advise Custodian or FCM immediately
in the event that it learns or has reason to believe that
any person to whom Fund has given access to the System or
the Remote Access Services has violated or intends to
violate the terms of this Section XIII and will cooperate
with Custodian or FCM in seeking injunctive or other
equitable relief.
B. The term "System" shall include, and this Amendment shall
govern, the Fund's access to and use of any computerized
system made available by Custodian or FCM and accessed by
the Fund.
C. Fund agrees to discontinue use of the System and Remote
Access Services, if requested, for any security reasons
cited by Custodian or FCM.
D. The System and Remote Access Services described herein and
the databases, computer programs, screen formats, report
formats, interactive design techniques, formulae, processes,
systems, software, know how, algorithms, programs, training
aids, printed materials, methods, books, records, files,
documentation and other information made available to Fund
by Custodian or FCM as part of the Remote Access Services
and through the use of the System and all copyrights,
patents, trade secrets and other proprietary rights of
Custodian or FCM related thereto are the exclusive, valuable
and confidential property of Custodian or FCM and its
relevant licensors (the "Proprietary Information"). Fund
agrees on its behalf and on behalf of its Authorized
Designees to keep the Proprietary Information confidential
and to limit access to its employees and Authorized
Designees (under a similar duty of confidentiality) who
require access to the System for the purposes intended. In
the event of termination of this Agreement, Fund will return
to Custodian or FCM all copies of documentation and other
Proprietary Information in its possession or in the
possession of its Authorized Designees. The foregoing shall
not apply to Proprietary Information in the public domain or
required by law to be made public.
E. Fund agrees to use the Remote Access Services only in connection
with the proper purposes of this Amendment. Fund will not, and
will cause its employees and Authorized Designees not to, (i)
permit any third party to use the System or the Remote Access
Services, (ii) sell, rent, license or otherwise use the System or
the Remote Access Services in the operation of a service bureau or
for any purpose other than as expressly authorized under this
Agreement, (iii) use the System or the Remote Access Services for
any fund, trust or other investment vehicle without the prior
written consent of Custodian or FCM, as appropriate, or (iv) allow
or cause any information transmitted from Custodian's or FCM's
databases, including data from third party sources, available
through use of the System or the Remote Access Services, to be
redistributed or retransmitted for other than use for or on behalf
of Fund, as Custodian's or FCM's customer. The foregoing shall not
restrict the Fund from providing access to the System to its
auditors or to applicable regulatory authorities.
F. Fund will not, and will cause its employees and Authorized
Designees not to, modify the System in any way, enhance or
otherwise create derivative works based upon the System, nor will
Fund or its Authorized Designees reverse engineer, decompile or
otherwise attempt to secure the source code for all or any part of
the System.
G. Fund acknowledges that the disclosure of any Proprietary
Information, or of any information which at law or equity ought to
remain confidential, will immediately give rise to continuing
irreparable injury to Custodian or FCM inadequately compensable in
damages at law and that Custodian or FCM shall be entitled to
obtain immediate injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in
addition to any other legal remedies which may be available.
H. Custodian and FCM represent and warrant that one or both is the
owner of and has the right to grant access to the System and to
provide the Remote Access Services contemplated herein. Because of
the nature of computer information technology and the necessity of
relying upon third party sources, and data and pricing information
obtained from third parties, the System and Remote Access Services
are provided "AS IS", and Fund and its Authorized Designees shall
be solely responsible for the investment decisions, regulatory
reports and statements produced using the Remote Access Services.
Custodian or FCM and its relevant licensors will not be liable to
Fund or its Authorized Designees for any direct or indirect,
special, incidental, punitive or consequential damages arising out
of or in any way connected with the System or the Remote Access
Services, nor shall either party be responsible for delays or
nonperformance under this Agreement arising out of any cause or
event beyond such party's control.
I. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CUSTODIAN AND
FCM, EACH FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE
SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
J. Custodian and/or FCM will defend or, at its option, settle any
claim or action brought against Fund to the extent that it is
based upon an assertion that access to the System or use of the
Remote Access Services by Fund under this Agreement constitutes
direct infringement of any United States patent or copyright or
misappropriation of a trade secret, provided that Fund notifies
Custodian or FCM promptly in writing of any such claim or
proceeding and cooperates with Custodian or FCM in the defense of
such claim or proceeding. Should the System or the Remote Access
Services or any part thereof become, or in Custodian's or FCM's
opinion be likely to become, the subject of a claim of
infringement or the like under the patent or copyright or trade
secret laws of the United States, Custodian or FCM shall have the
right, at Custodian's or FCM's sole option, to (i) procure for
Fund the right to continue using the System or the Remote Access
Services, (ii) replace or modify the System or the Remote Access
Services so that the System or the Remote Access Services becomes
noninfringing, or (iii) terminate access to the System."
16. The following language is hereby added to the Custody Agreement as new
Section XIV:
"XIV. CALIFORNIA DEPARTMENT OF INSURANCE. The parties acknowledge
---------------------------------
that the Fund is subject to laws, rules and regulations of the
California Department of Insurance. During the term of this
Agreement, Custodian represents that:
A. It is domiciled and has its principal place of business in
the State of California and is a member of the Federal
Reserve System;
B. It will comply with section 1104.9 of the Insurance Code, as
amended from time to time;
C. It is a wholly owned subsidiary of Xxxxx Xxxxxx Xxxxxx, xxx
Xxxxx Xxxxxx Xxxxxx has a net worth of at least one hundred
million dollars ($100,000,000);
D. State Street Boston is a member of and the Depositories
shall be limited to, the Federal Reserve System, The
Depository Trust Company, Participants Trust Company,
Euroclear and Cedel;
E. No assets shall be held in a Depository that is not a
qualified depository within the meaning of section
1104.9(2);
F. Securities shall be held by Custodian for the benefit of the
Fund, and the books and records of Custodian shall so
designate;
G. Beneficial title to the securities shall remain in the Fund,
and
State Street Boston, any Sub-Agent, including the Federal
Reserve bank maintaining book-entry securities, shall be the
agents of Custodian;
H. Securities held by Custodian (other than bearer securities)
shall be registered in the name of Custodian or in the name
of any nominee of Custodian or in the name of any nominee of
a qualified depository. The nominees of Custodian shall
consist of a partnership composed only of its employees,
officers, and/or corporate affiliates;
I. Securities held by Custodian in bearer form shall be
maintained in that form and not re-registered in any nominee
name, except on specific instructions of the Fund;
J. Insurance and banking regulatory authorities will be allowed
to inspect the securities held by Custodian for the Fund
promptly on demand; and
K. A sweep account may be used for automatic investment of
cash. The sweep account shall be part of the custody Account
and subject to the terms and provisions of this Agreement.
Investments in sweep accounts shall be made only upon the
instructions of the Fund."
17. General Provisions. Each of the Exhibits attached hereto, in their current
form or as they may be amended in writing by agreement by the Fund and
Custodian or FCM from time to time, shall be deemed incorporated by
reference into this Agreement and are made a part hereof. This Amendment
may be executed in any number of counterparts, each constituting an
original and all considered one and the same agreement. Capitalized terms
not defined herein shall have the definitions set forth in the Custody
Agreement. This Amendment is intended to modify and amend the Custody
Agreement and the terms of this Amendment and the Custody Agreement are to
be construed to be cumulative and not exclusive of each other. Except as
provided herein, the Custody Agreement is hereby ratified and confirmed and
remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers to be effective as of the date first above
written.
Investors Fiduciary Trust Company State Street Bank and Trust
Company of California, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- -----------------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
------------------------------ ---------------------------------
Title: Executive Vice President Title: Senior Vice President
----------------------------- --------------------------------
State Street Bank and Trust Company Pacific Select Fund
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------ -----------------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx
---------------------------- ---------------------------------
Title: Senior Vice President Title: Vice President & Assistant
--------------------------- --------------------------------
Secretary
--------------------------------
EXHIBIT A
FUNDS TRANSFER
OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER
State Street Bank and Trust Company of California, N.A. ("State Street") is
authorized to promptly debit Client's account(s) upon the receipt of a payment
order in compliance with the Security Procedures on the attached Addendum, as
that may be updated from time to time by Client, for funds transfers and in the
amount of money that State Street has been instructed to transfer. State Street
is hereby instructed to accept funds transfer instructions only via delivery
methods and Security Procedures indicated on the attached Addendum (and any
update executed by the Client). The Client agrees that the Security Procedures
are reasonable and adequate for its wire transfer transactions and agrees to be
bound by any payment orders, amendments and cancellations, whether or not
authorized, issued in its name and accepted by State Street after being
confirmed by any of the selected Security Procedures. State Street shall
execute payment orders in compliance with the attached Security Procedures.
State Street will use reasonable efforts to execute on the execution date
payment order received after the customary deadline (2:30 p.m. Pacific Time),
but if it is unable to execute any such payment order on the execution date,
such payment order will be deemed to have been received on the next business
day.
2. SECURITY PROCEDURES
The Client must notify State Street immediately of any change in the
Client's authorized personnel. State Street shall verify the authenticity of
all instructions according to the Security Procedures attached hereto. Client
acknowledges that State Street offered it a variety of Security Procedures.
3. ACCOUNT NUMBERS
State Street shall process all payment orders on the basis of the attached
Security Procedures.
4. REJECTION
State Street reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of State Street's receipt of such payment
order; (b) if State Street, in good faith, is unable to satisfy itself that the
transaction has been properly authorized.
5. RECALL OR CANCELLATION
STATE STREET shall act on all authorized requests to recall or cancel
payment orders received in compliance with the attached Security Procedures,
provided that such requests are received on the same business day (prior to 2:30
p.m., Pacific Time).
6. ERRORS
State Street shall assume no responsibility for failure to detect any
erroneous payment order provided that State Street complies with the payment
order instructions as received and State Street complies with the attached
Security Procedures. The Security Procedures are established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7. INTEREST AND LIABILITY PAYMENTS
State Street shall assume no responsibility for lost interest with respect
to the refundable
amount of any unauthorized payment order, unless State Street is notified of the
unauthorized payment order within thirty (30) days of notification by State
Street of the acceptance of such payment order. In no event (including but not
limited to failure to execute a payment order) shall State Street be liable for
special, indirect or consequential damages, even if advised of the possibility
of such damages.
8. CONFIRMATIONS
Confirmation of State Street's execution of payment order shall ordinarily
be provided within 24 hours. Notice may be delivered through State Street's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
90 days.
9. MISCELLANEOUS
State Street may use the Federal Reserve System Fedwire to execute payment
orders, and any payment order carried in whole or in part through Fedwire will
be subject to applicable Federal Reserve Board rules and regulations. State
Street and the Client agree to cooperate to attempt to recover any funds
erroneously paid to wrong parties, regardless of any fault of State Street or
the Client, but the party responsible for the erroneous payment shall bear all
costs and expenses incurred in trying to effect such recovery. These Guidelines
shall not be amended except by a written agreement signed by the parties.
Each party signing below represents that he or she is fully authorized to sign
this Agreement.
Effective Date: June 1, 2000
------------
Agreed to and Accepted by:
PACIFIC SELECT FUND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
------------------------------- ------------------------------
Title: Vice President & Assistant Title: Senior Vice President
------------------------------ -----------------------------
Secretary
------------------------------
Addendum to Exhibit A
Fund Transfer Operating Guidelines
SECURITY PROCEDURES
1. State Street is authorized to transfer funds, upon appropriate instructions
as set forth in paragraph 3 below, from the Fund to the one or more of the
3 accounts listed below. Transfer of funds to any other party is strictly
prohibited.
(a) Pacific Life Insurance Company
Account No. 9102599504
ABA No.: 000000000
Chase Manhattan Bank
(b) Pacific Life & Annuity Company
Account No. 9102691756
ABA No. 000-000-000
Chase Manhattan Bank
(c) Pacific Select Distributors, Inc.
Account No. 14172-06783
ABA No. 000-000-000
Bank of America
2. The bank, account numbers and routing instructions (ABA Numbers) set forth
in paragraph 1 above may only be changed in writing, executed by then
current authorized parties as designated in resolutions adopted by the
Board of the entity seeking the change. A current Secretary's Certificate
and a Certificate of Encumbency for each of Pacific Life Insurance Company
(Pacific Life), Pacific Life & Annuity Company (PL&A) and Pacific Select
Distributors, Inc. (PSD) is attached. Note that current Board resolutions
of Pacific Life and PL&A require two authorized signatories:
(1) Chairman of the Board
or
President
or
Senior Vice President & Chief Financial Officer
and
(2) Vice President & Treasurer
or
Assistant Treasurer
PSD Board resolutions currently require 2 authorized signatories as
follows:
(1) Chairman of the Board
or
President
and
(2) Chief Financial Officer or Secretary
An updated Secretary's Certificate and Certificate of Encumbency must
accompany any request to change banks, bank account numbers or routing
instructions to confirm authorized signatories. Only an originally signed
document executed by the authorized signatories is acceptable to affect
such change (no copies or facsimiles). Signatures must be matched against
specimen signatures, which are on file with State Street.
3. The Chairman, President and any Vice President of the Pacific Select Fund
are authorized to give wire instructions for wires from Pacific Select Fund
to Pacific Life Insurance Company, Pacific Life & Annuity Company and
Pacific Select Distributors, Inc. as described in paragraph 1 above.
Currently, those persons are:
Xxxxxx Xxxxxx, Chairman
Xxxxx Xxxxxxx, President
Xxxxx Xxxxxxx, Vice President & Treasurer
Xxxxxx Xxxxxxx, Vice President & Counsel
Xxxxx Xxxxxx, Vice President &Assistant Secretary
Xxxxxx Milfs, Vice President & Secretary
The Fund will advise State Street if there is any change to this
list of authorized signatories.
Such instructions may only be given in writing, including via facsimile.
Signatures must be matched against specimen signatures, which are on file
with State Street.
Effective Date: June 1, 2000
------------
Agreed to and Accepted by:
PACIFIC SELECT FUND STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
------------------------------- ------------------------------
Title: Vice President & Assistant Title: Senior Vice President
------------------------------ -----------------------------
Secretary
------------------------------
EXHIBIT B-1
-----------
OUTSIDE PRICING SERVICES
PRICING SERVICE PRIMARY SECURITIES PRICED
--------------- -------------------------
INTERACTIVE DATA CORPORATION INTERNATIONAL AND MORTGAGE
REUTERS DOMESTIC EQUITIES AND INTERNATIONAL
MULER DATA BONDS OTHER THAN MORTGAGE
XXXXXXX XXXXX XXXXX OTHER THAN MORTGAGE
BLOOMBERG VERFICATION SOURCE ONLY
EFFECTIVE DATE: June 1, 2000
------------
AGREED TO AND ACCEPTED BY:
PACIFIC SELECT FUND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
------------------------------- ------------------------------
Title: Vice President & Assistant Title: Senior Vice President
------------------------------ -----------------------------
Secretary
------------------------------
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der sterreichischen
Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N.A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile Citibank, N.A.
People's Republic of China The Hongkong and Shanghai Banking
Corporation Limited, Shanghai and
Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad
Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d.
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Ceskoslovenska Obchodni Banka, A.S.
Denmark Den Danske Bank
Ecuador Citibank, N.A.
8/16/00 Page 1 of 5
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Egypt Egyptian British Bank S.A.E.
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Hong Kong Standard Chartered Bank
Hungary Citibank Rt.
Iceland Icebank Ltd.
India Deutsche Bank AG
The Hongkong and Shanghai Banking
Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques en Cote
d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant
Bank Ltd.
Japan The Fuji Bank, Limited
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
8/16/00 Page 2 of 5
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Kenya Barclays Bank of Kenya Limited
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia
Berhad
Mauritius The Hongkong and Shanghai Banking
Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Fortis Bank (Nederland) N.V.
New Zealand ANZ Banking Group (New Zealand)
Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
8/16/00 Page 3 of 5
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugus
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse First Boston - Zurich)
Singapore The Development Bank of Singapore Limited
Slovak Republic Ceskoslovenska Obchodni Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company, London Branch
8/16/00 Page 4 of 5
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
EFFECTIVE DATE: September 1, 2000
AGREED TO AND ACCEPTED BY:
PACIFIC SELECT FUND STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------------- -----------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Vice President & Assistant Title: Senior Vice President
Secretary
8/16/00 Page 5 of 5
EXHIBIT D
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Depositories
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and
Transfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots et
de Virements de Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de Liquidacao e
Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing &
of China Registration Corporation
Shenzhen Securities Central Clearing Co.,
Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (Danish Securities
Center)
Egypt Misr for Clearing, Settlement,
and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities
Depository
France Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Central Securities Depository
(Apothetirion Titlon AE)
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Ireland Central Bank of Ireland Securities
Settlement Office
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center (JASDEC)
Bank of Japan Net System
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle
East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and Safekeeping
System
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Norway Verdipapirsentralen (Norwegian Central
Securities Depository)
Oman Muscat Depository & Securities
Registration Company, SAOC
Pakistan Central Depository Company of Pakistan
Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a
department of the Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones, Institucion
de Compensacion y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities
(XXXX) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow Wartos'ciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania National Securities Clearing, Settlement and
Depository Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana,
Central de Anotaciones en Cuenta
Sri Lanka Central Depository System
(Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central
Depository Co., Ltd.
Thailand Thailand Securities Depository
Company Limited
Tunisia Societe Tunisienne Interprofessionelle pour
la Compensation et de Depots des
Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A. .
(TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom Central Gilts Office and
Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
-------------
Euroclear
Clearstream Banking AG
EFFECTIVE DATE: September 1, 2000
AGREED TO AND ACCEPTED BY:
PACIFIC SELECT FUND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------------- -----------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
-------------------------------- ---------------------------------
Title: Vice President & Assistant Title: Senior Vice President
------------------------------- --------------------------------
Secretary
-------------------------------
EXHIBIT E
INVESTORS FIDUCIARY TRUST COMPANY
A State Street Company
PACIFIC SELECT SERIES FUND
FEE SCHEDULE
Effective July 1, 2000 through June 30, 2001
I. INVESTMENT ACCOUNTING
A. Minimum Monthly Fee
-------------------
There is a monthly minimum fee of $2,625 per fund / portfolio. The
monthly minimum fee per portfolio does not apply to any portfolio if
the asset based fee discussed in I.B. below produces greater revenue
than the aggregate minimum.
B. Asset Based Fee on a Total Relationship Basis
---------------------------------------------
1.70/100 of 1% (1.70 basis points) on the first $10.0 billion in assets
1.25/100 of 1% (1.25 basis points) on the next $6.0 billion in assets
1.0/100 of 1% (1.0 basis points) on all assets in excess of $16.0
billion in assets
C. Multi-class charges $350.00 per additional class
II. SECURITY CUSTODY
A. Domestic Custody
----------------
Asset-Based Fee on a total relationship basis:
.25/100 of 1% (.25 basis point) on the first $16.0 billion in assets
No asset charge on all assets in excess of $16.0 billion
Transaction Fee, per transaction:
Basket Trades (Manual) - $10.00 per input security transaction
Basket Trades (Automated) - $9.00 per input security transaction
Physical Delivery - $18.00
Book Entry - $10.00 DTC, PTC, FBE, BEMUNI, TIME DEP, FBE REPO, TRI
PARTY REPO
Mortgage Backed Securities Principal & Income Paydown - $9.00
Repo - $50.00 per Fund, Per Month
Federal Funds Wire Received or Delivered - $6.00 per wire
B. Foreign Securities
------------------
See Appendix I for Global Fee Agreement.
C. Balance Credits
---------------
IFTC will offset fees with balance credits calculated at 75% of the
bank credit rate (see below) applied to average custody collected cash
balances for the month. Balance credits can be used to offset fees. Any
credits in excess of fees will be carried forward from month to month
through the end of the calendar year. For calculation purposes, IFTC
uses an actual/actual basis.
Note: The bank credit rate is the equivalent to the lesser of:
. The average 91-day Treasury Xxxx discount rate for the month
or
. The average Federal Funds rate for the month less 50 basis
points.
III. NOTES TO THE ABOVE FEE SCHEDULE
A. Asset based fees will be billed monthly at 1/12th of the annual stated rate
based on monthly average net assets. Annual maintenance fees are payable
monthly at 1/12th of the annual stated rate.
B. The above schedule does not include out-of-pocket expenses that would be
incurred by IFTC on the client's behalf. Examples of out-of-pocket expenses
include but are not limited to record retentions, microfiche, disaster
recovery, pricing and research services, overnight mailing services, foreign
registration and script fees, etc. IFTC bills out-of-pocket expenses
separately from service fees.
C. The fees stated above are exclusive of terminal equipment required in the
client's location(s) and communication line costs.
D. Any fees or out-of-pocket expenses not paid within 30 days of the date of
the original invoice will be charged a late payment fee of 1% per month
until payment of fees are received by IFTC.
E. The above fee schedule is applicable for selections made and communicated
within 90 days of the date of this proposal. The fees are guaranteed for a
one-year period commencing on the effective date of the service agreement
between IFTC and the client. All changes to the fee schedule will be
communicated in writing at least 60 days prior to their effective date.
F. Overdrafts will be calculated at the monthly average Prime rate (as
published in the Wall Street Journal) and charged on the monthly average
overdraft balance.
G. Any fees, charges, costs, expenses, (including but not limited to brokerage
charges, transfer fees, registration and re-registration fees) incurred as a
result of terminating Chase Manhattan Bank as the foreign sub-custodian and
State Street assuming responsibility for foreign custody shall be borne by
State Street.
EFFECTIVE DATE: July 1, 2000
AGREED TO AND ACCEPTED BY:
PACIFIC SELECT FUND STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------- -----------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
------------------------------- ---------------------------------
Title: Vice President & Assistant Title: Senior Vice President
------------------------------ --------------------------------
Secretary
------------------------------
Appendix 1
Pacific Select Series Fund - Global Custody Fees
-----------------------------------------------------------------------------
ASSET TRANSACTION ASSET TRANSACTION
MARKET CHARGE CHARGE MARKET CHARGE CHARGE
-----------------------------------------------------------------------------
Argentina 20 $ 85 Lithuania 30 $ 50
Australia 3 $ 18 Luxembourg 7 $ 75
Austria 7.5 $ 20 Malaysia 7.5 $ 50
Bahrein 45 $150 Mauritius 35 $125
Bangladesh 35 $135 Mexico 9 $ 00
Xxxxxxx 7.5 $ 20 Morocco 35 $135
Belize 50 $125 Namibia 35 $100
Bermuda 15 $ 75 Netherlands 4 $ 20
Bolivia 35 $100 New Zealand 4 $ 20
Botswana 35 $135 Norway 5 $ 20
Brazil 15 $ 75 Oman 50 $150
Bulgaria 45 $100 Pakistan 35 $135
Canada 2 $ 20 Peru 35 $125
Chile 30 $125 Philippines 15 $ 90
China 30 $135 Poland 35 $ 95
Colombia 40 $135 Portugal 10 $100
Croatia 40 $100 Romania 40 $100
Cyprus 45 $125 Russia 35 $150
Czech Republic 25 $135 Singapore 9 $ 20
Denmark 4 $ 00 Xxxxxxxx 00 x000
Xxxxxxx 30 $ 00 Xxxxxx Xxxxxxxx 40 $ 75
Eqypt 35 $100 Slovania 45 $100
Estonia 45 $ 00 Xxxxx Xxxxxx 4 $ 20
Euroclear/Cedel 2 $ 00 Xxxxx Xxxxx 10 $ 55
Finland 10 $ 20 Spain 7.5 $ 00
Xxxxxx 0 x 00 Xxx Xxxxx 25 $125
Germany 4 $ 20 Swaziland 40 $100
Ghana 35 $100 Sweden 7.5 $ 20
Greece 25 $135 Switzerland 4 $ 18
Hong Kong 7.5 $ 20 Taiwan 22 $135
Hungary 35 $135 Thailand 10 $ 65
Iceland 30 $ 00 Xxxxxxxx & Xxxxxx 35 $100
India 40 $135 Tunisia 40 $100
Indonesia 7.5 $ 85 Turkey 15 $ 75
Ireland 4 $ 20 Ukraine 50 $275
Israel 30 $ 00 Xxxxxx Xxxxxxx 3 $ 20
Italy 4 $ 20 Uruguay 45 $125
Ivory Coast 75 $150 Venezuela 35 $135
Jamaica 40 $125 Zambia 35 $100
Japan 3 $ 18 Zimbabwe 30 $100
Jordan 35 $135
Kenya 30 $100
Latvia 50 $ 50
----------------------------------------------------------------------------
NOTE: Any country not listed above will be negotiated at time of investment.
Out of Pocket Expenses: As incurred (e.g. stamp taxes, registration costs,
script fees, special transportation costs, etc.).
EFFECTIVE DATE: July 1, 2000
AGREED TO AND ACCEPTED BY:
PACIFIC SELECT FUND STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------- -----------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
------------------------------- ---------------------------------
Title: Vice President & Assistant Title: Senior Vice President
------------------------------ --------------------------------
Secretary
------------------------------
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