EXHIBIT (g)(4)
FORM OF
FINANCIAL REPORTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into effective as of May 21, 2002 by
and among State Street Bank & Trust Company, a Massachusetts banking corporation
("SSKC"), Pacific Life Insurance Company, a life insurance company domiciled in
California (the "Adviser"), and Pacific Select Fund, a Massachusetts business
trust (the "Fund").
WITNESSETH:
WHEREAS, the Adviser and the Fund entered into an Advisory Agreement
dated November 9, 1987, as amended; and
WHEREAS, the Advisory Agreement specifically provides that the Fund
shall bear the expenses incurred in connection with the preparation of reports;
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended the ("1940 Act");
WHEREAS, the Adviser and the Fund entered into an agreement for support
services dated October 1, 1995, as amended (the "Support Agreement");
WHEREAS, the Support Agreement provides that the Adviser may to provide
certain support services for the Fund and each of its investment portfolios;
WHEREAS, Pacific Life has, under the Support Agreement, provided the
service of preparing the Fund's Semi-Annual and Annual Reports;
WHEREAS, the Adviser now wishes the Fund to retain SSKC to provide the
service of preparing the Fund's Semi-Annual and Annual Reports; and
WHEREAS, SSKC wishes to furnish such services;
NOW THEREFORE, in consideration of the premises, the promises, and the
mutual covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
I. DEFINITIONS.
(a) "Accounting Records" mean the accounting records of the Fund.
(b) "Annual" means the year ending December 31/st/ of each year.
(c) "Financial Statements" means the Semi-Annual and Annual financial
reports of the Fund.
(d) "Portfolio" means each individual portfolio (series) that
constitutes the Fund.
(e) "SEC" means the Securities and Exchange Commission.
(f) "Semi-Annual" means the six-month period ending June 30/th/ of each
year.
(g) "SOI" means Schedule of Investments.
II. APPOINTMENT
The Fund hereby appoints SSKC and SSKC agrees to provide the necessary
services relating to the preparation of the Fund's Semi-Annual and
Annual Financial Statements.
III. DUTIES AND RESPONSIBILTIES OF THE PARTIES
A. SSKC agrees to the duties and responsibilities as set forth in
Exhibit A attached hereto, which may be amended from time to time.
B. The Adviser agrees to the duties and responsibilities as set forth
in Exhibit B attached hereto, which may be amended from time to
time.
IV. COMPENSATION
The Fund will pay to SSKC such compensation as is set forth in Exhibit
C attached hereto. The fee schedule will apply to any new portfolio
that may be added from time to time, unless the parties agree otherwise
in writing. The Fund will compensate the Adviser pursuant to the
Support Agreement.
V. DURATION AND TERMINATION
This Agreement shall remain in full force and effect until August 31,
2004 and is renewable annually thereafter by agreement of the parties
to this Agreement and by approval of the board of trustees of the Fund.
Any party to this Agreement may terminate the same by notice in
writing, without the payment of any penalty, forfeiture, compulsory
buyout amount, or performance of any obligation which could deter
termination, upon sixty (60) days written notice to the other parties,
prior to the date upon which such termination will take effect.
VI. COOPERATION
Each party to this Agreement agrees to cooperate with each other party
and with all appropriate governmental authorities having the requisite
jurisdiction (including, but not limited to, the SEC and state
insurance authorities) in connection with any investigation or inquiry
relating to this Agreement or the Fund.
VII. LIABILITY
Except as may be provided in Section VIII and as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable
law, The Fund and Adviser agree that SSKC, any affiliated person of
SSKC, and each person, if any, who, within the meaning of Section 15 of
the 1933 Act, controls SSKC shall not be liable for, or subject to any
damages, expenses, or losses in connection with, any act or omission
connected with or arising out of any services rendered under this
Agreement, except by reason of misfeasance, nonfeasance, or negligence
in the performance of SSKC's obligations and duties under this
Agreement.
VIII. INDEMNIFICATION
The Adviser agrees to indemnify and hold harmless SSKC, any affiliated
person within the meaning of Section 2(a)(3) of the 1940 Act
("affiliated person") of SSKC and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls
("controlling person") the SSKC (collectively, "SSKC Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which SSKC or SSKC Indemnified
Persons may become subject under the 1933 Act, the 1940 Act, the Advisers
Act, under any other statute, at common law or otherwise, arising out of
the Adviser's responsibilities as Adviser of the Fund, which may be based
upon any misfeasance, nonfeasance, or bad faith negligence, or reckless
disregard of, the Adviser's obligations and/or duties under this Agreement
by the Adviser or by any of its directors, officers, or employees, or any
affiliate acting on behalf of the Adviser (other than SSKC Indemnified
Persons); provided however, that in no case is the indemnity of the Adviser
in favor of SSKC or SSKC Indemnified Persons deemed to protect such person
against any liability to which any such person would otherwise be subject
by reason of his or her misfeasance, nonfeasance, bad faithor negligence in
the performance of his or her duties, or by reason of his reckless
disregard of obligations and duties under this Agreement.
SSKC agrees to indemnify and hold harmless, the Adviser, any affiliated
person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated
person") of the Adviser, and each person, if any, who, within the meaning
of Section 15 of the 1933 Act, controls ("controlling person") the Adviser
(collectively, "PL Indemnified Persons") against any and all losses,
claims, damages, liabilities or litigation (including legal and other
expenses), to which the Adviser or such affiliated person or controlling
person, may become subject under the 1933 Act, 1940 Act, the Advisers Act,
under any other statute, at common law or otherwise, arising out of SSKC's
responsibilities to the Fund which may be based upon any misfeasance,
nonfeasance, bad faith, negligence or reckless disregard of, SSKC's
obligations and/or duties under this Agreement by SSKC or by any of its
directors, officers, or employees, or any affiliate acting on behalf of
SSKC (other than PL Indemnified Persons); provided, however, that in no
case is the indemnity of SSKC in favor of the Adviser or PL Indemnified
Persons deemed to protect such person against any liability to which any
such person would otherwise be subject by reason of his or her misfeasance,
bad faith, or negligence in the performance of his or her duties, or by
reason of his reckless disregard of obligations and duties under this
Agreement.
IX. NOTICES
All notices and other communications hereunder shall be in writing sent to
all parties by facsimile first, if practicable, but shall only be deemed
given if delivered in person or by messenger, by certified mail with return
receipt, or by a reputable overnight delivery service that provides
evidence of receipt to the parties at the following addresses (or at such
other address or number for a party as shall be specified by like notice):
The Adviser: The Fund: SSKC:
----------- -------- ----
Pacific Life Insurance Co. Pacific Select Fund State Street Bank and Trust Co.
000 Xxxxxxx Xxxxxx Xxxxx X.X. Xxx 0000 000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000 000 Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxx, XX 00000-0000
Attn: Corporate Secretary Xxxxxxx Xxxxx, XX 00000 Attn:
Attn: Fund Secretary
X. CONFIDENTIALITY
SSKC or any agent thereof shall not disclose or use any records or
information obtained pursuant to this Agreement in any manner whatsoever
except as expressly authorized in this Agreement, and will keep
confidential any information obtained pursuant to the arrangements under
this Agreement and will disclose such information only if the Adviser or
the Fund has authorized such
disclosure, or if such disclosure is expressly required by applicable
federal or state regulatory authorities.
XI. RESERVATION OF AUTHORITY
Notwithstanding any other provision of this Agreement, it is understood and
agreed that the Fund shall at all times retain the ultimate responsibility
for direction and control of all services provided pursuant to this
Agreement, and retain the right to direct, approve, or disapprove any
action hereunder, which responsibility and right shall be reasonably
exercised.
XII. MISCELLANEOUS
A. Governing Law
1. This Agreement shall be deemed to be a contract made in the state of
Massachusetts and shall be governed by the law of Massachusetts,
without regard to principles of conflicts of law.
2. If any part, term or provision of this Agreement is held by the courts
to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not
affected, and the rights and obligations of the parties shall be
construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.
3. If any provisions of this Agreement, either in its present form or as
amended from time to time, limits, qualifies or conflicts with the 1940
Act, such statutes, rules and regulations shall be deemed to control
and supersede such provision without nullifying or terminating the
remainder of the provisions of this Agreement.
B. Amendments
No provision of this Agreement, including Exhibits attached hereto, may
be amended or modified, in any manner except by a written agreement
properly authorized and executed by all parties hereto.
C. Captions
The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction of effect.
D. Counterparts
This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument.
E. Assignment
This Agreement may not be assigned without prior written consent of all
of the parties.
F. Fund Obligation
A copy of the Fund's Declaration of Trust is on file with the Secretary
of the Commonwealth of Massachusetts. The Declaration of Trust has been
executed on behalf of the Fund by a trustee of the Fund in his or her
capacity as trustee of the Fund and not individually. The obligations
of this Agreement shall be binding upon the assets of the Fund and
shall not be binding upon any trustee, officer, or shareholder of the
Fund individually.
G. Entire Agreement
This Agreement, including the Exhibits attached hereto, constitutes the
entire agreement of the parties with respect to the subject matter
hereof, and supersedes all prior agreements and understandings, oral or
written, between the parties hereto.
H. Force Majeure
No party shall be liable for any delay or failure to perform under this
Agreement that results from any occurrence or event which could not
have been reasonably avoided including acts of nature, acts of a public
enemy, industrial or civil disturbances, strikes, riots, acts of any
governmental or military entity having authority to act or any other
similar causes beyond the control of the party responsible for the
delay or failure to perform. If a party believes that any one or more
of the above occurrences or events shall cause delay or prevent its
performance hereunder, it shall promptly notify the others in writing
of such fact.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers to be effective as of the date first above
written.
PACIFIC LIFE INSURANCE COMPANY
By: By:
Name: Name:
Title: Title:
PACIFIC SELECT FUND
By: Attest:
Name: Name:
Title: Title:
STATE STREET BANK & TRUST COMPANY
By: By:
Name: Name:
Title: Title:
Exhibit A
SSKC agrees to:
.. Provide the Adviser and sub-advisers with the initial draft of the SOI and
notes in PDF file and Excel file formats.
.. Provide the Adviser with the final version of the SOI and notes in PDF file
and Excel file formats.
.. Prepare the initial draft and final version of the Financial Statements and
footnotes in an Excel file format (including each statement of assets and
liabilities, statement of operations, and statement of changes in net
assets).
.. Prepare initial draft and final version of the financial highlights,
including footnotes and calculating the total return number to be included
in the financial highlights.
.. Maintain the legal description database. Bloomberg will be the primary
source of legal descriptions. If a valid legal description is not
available, the following sources will be utilized: SEC's XXXXX filings and
company websites.
.. Update the legal descriptions for new security positions and review the
existing legal descriptions file for any changes resulting from corporate
actions (e.g., name changes, mergers, etc.).
.. Cross check legal descriptions across all portfolios to ensure there are no
discrepancies for the same security.
.. Cross check market value per share across all portfolios.
.. Denote securities purchased in a private placement transaction using
Bloomberg as the primary source.
.. Classify securities held by sector using Xxxxxxx 3000 as the primary source
and Bloomberg and company home webpage as a secondary source.
.. Generate a list of securities valued using procedures pre-established by
the Fund's Board and denote those securities on the SOI. Accounting Records
will be the source of disclosure.
.. Identify and denote non-income producing securities for the past twelve
(12) month period using Bloomberg as the primary source and ex-date as the
trigger.
.. Identify and denote securities that have been fully or partially segregated
with the custodian to cover margin requirements, securities that are
pass-throughs, securities with their principal amounts adjusted for
inflation, and securities that are variable rate using Accounting Records
as the source of disclosure.
.. Identify and denote securities in default using Bloomberg as the source.
.. Provide the Adviser with any new footnotes to the SOI as required by the
SEC, AICPA, Auditors, etc.
.. Provide the Adviser a final security master listing along with the SOI's in
January and July of each year, sorted by security name and including the
following information for each security:
. Portfolio name
. Major category (e.g. common stocks, corporate bonds, etc.)
. Sub-category (e.g. financial services, technology, etc.)
. Number of shares
. Market value
. Price per share
. Country disclosure for foreign securities/portfolios
.. Provide the following schedules to the Adviser by the 5/th/ business day of
each month:
. Listing of all new securities added to SSKC's security library
for review
. SOI (informal listings without notes) and for all portfolios for
use in the monthly and quarterly surveys.
.. Update final drafts of the Financial Statements, including the SOI and
financial highlights, as directed by Adviser. The final version of the
Financial Statements and financial highlights will be provided to the
Adviser in Excel file format.
.. Send the final version of the SOI in PDF file format to the printing
company as designated by the Adviser.
.. Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, the
records related to this Agreement.
.. Surrender promptly to the Adviser or the Fund any such Fund records that
SSKC maintains for the Fund related to this Agreement, upon the Adviser or
the Fund's request or upon termination of this Agreement. SSKC may, at its
own expense, make and retain a copy of such records.
Exhibit B
The Adviser agrees to:
.. Coordinate the Semi-Annual and Annual Financial Statement preparation
process with internal entities, auditors, and the printing company.
.. Provide a timeline calendar to SSKC at least fifteen (15) business days
prior to the first of July and January of each year.
.. Prepare initial draft and final version of the notes to the Financial
Statements.
.. Obtain and provide independent auditor's report.
.. Prepare the initial draft and the final version of the chairman's letter,
as required.
.. Prepare the initial draft and final version of the manager's discussion and
analysis, as required.
Exhibit C
Fee Schedule
Fees will be due and payable after the completion of each Semi-Annual and Annual
Financial Statement reporting cycle (each a "Reporting Cycle").
Implementation Fee $33,000.00 one-time fee paid in two
$16,500.00 installments, one after each
of the first two reporting cycles.
II. Annual Base Fee $50,000.00 paid annually in two $25,000.00
installments, one after each reporting
cycle.
III. Portfolio Fees $1,250.00 per Portfolio paid after each
reporting cycle.
IV. Custom Portfolio Report Change $500.00 per report
Fees for any Special Arrangements, (i.e., product, workflow, typesetting,
consulting, custom Portfolio reports, and customized typesetting interface) will
be negotiated as they arise.
VI. Term of Fee Schedule:
The parties agree that this Fee Schedule shall remain in effect for the
reporting periods: June 30, 2002, December 31, 2002, June 30, 2003, and December
31, 2003. Thereafter the parties will consider whether fees will be adjusted. In
the event that SSKC's service is canceled, fees paid to SSKC will not be
refunded.
