ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Exhibit
(h) (2) (a)
ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT, originally made the 13th day of June, 2001
between Pacific Life Funds (the “Fund” and formerly, “Pacific Funds”), a Delaware business trust,
and Pacific Life Insurance Company (the “Administrator”), an insurance company now domiciled in the
state of Nebraska, is hereby amended and restated as of December 13, 2011.
WHEREAS, the Fund is registered with the Securities and Exchange Commission (“SEC”) as an
open-end management investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest in separate series with
each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Fund and the Administrator wish to amend and restate the original Administration
and Shareholder Services Agreement for purposes of making non-material, clerical and clarifying
changes;
WHEREAS, as of the date of this amended and restated Agreement, the Fund consists of 28
operational series, which are listed in Schedule A hereto, such operational series together with
any other series subsequently established by the Fund, with respect to which the Fund desires to
retain the Administrator to provide or procure administrative and shareholder services hereunder in
the manner and on the terms set forth below, and with respect to which the Administrator is willing
to serve, being herein collectively referred to also as the “Portfolios”; and
WHEREAS, the Administrator is willing to render such services in the manner and on the terms
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties agree as follows:
A. Appointment. The Fund hereby appoints the Administrator to provide or procure
administrative and shareholder services with respect to the Portfolios for the period and on the
terms set forth in this Agreement. The Administrator accepts such appointment and agrees during
such period to perform the services herein set forth for the compensation herein provided.
In the event the Fund establishes and designates additional series with respect to which it
desires to retain the Administrator to provide or procure administrative and other services
hereunder, it shall notify the Administrator in writing. If the Administrator is willing to render
such services it shall notify the Fund in writing, whereupon such additional series shall become a
Portfolio hereunder by amendment to Schedule A hereto.
B. Duties. The Administrator shall be responsible for:
(1) Administrative Services:
(a) provision of an adequate number of personnel competent to perform such
administrative and clerical functions as are necessary to provide effective administration
of the Fund, office space, communications facilities, and other facilities necessary for
the Fund’s operations as contemplated in this Agreement;
(b) maintaining Fund governance documents;
(c) performance of general compliance monitoring with respect to all applicable
federal, state or foreign law or regulation (except that legal work related to these
services shall be rendered under Section B(4) of this Agreement);
(d) preparation and filing of proxy materials and periodic reports to shareholders of
the Fund as required by applicable law and arrangement of shareholder meetings (except that
legal and accounting work related to these services shall be rendered under Section B(4) of
this Agreement);
(e) preparation and filing of such registration statements and other documents with
the SEC and other federal and state regulatory authorities as may be required to register
the shares of the Fund and qualify the Fund to do business or as otherwise required by
applicable law (except that legal and accounting work related to these services shall be
rendered under Section B(4) of this Agreement);
(f) arrangement of meetings of the Fund’s Board of Trustees and, in connection
therewith, provision of necessary or appropriate information or materials for its meetings;
and
(g) provision of statistical or research data maintained by the Administrator, (and,
at the expense of the Fund, such other reports, evaluations and information as the Fund may
reasonably request from time to time).
(2) Shareholder Services. The Administrator shall provide or procure shareholder
services with respect to the Fund, including receiving and responding to inquiries and instructions
from shareholders or their agents or representatives relating to the Fund, concerning, among other
things, share transactions or account information, or referring any such inquiries to the Fund’s
officers or appropriate agents. The Administrator shall bear the expense of any such services
except to the extent that any agreement for such services that has been approved by the Board of
the Fund provides that the Fund will be responsible for all or a portion of the costs and expenses
related to the services provided thereunder.
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(3) Transfer Agency Services. The Administrator shall procure, on behalf of the Fund,
transfer agency, dividend disbursement, registrar and certain shareholder agency services from an
entity qualified to provide such services to the Fund. The Fund may be a party to any agreement
related to such services. The Administrator shall bear the expense of any such services except to
the extent that any agreement for such services that has been approved by the Board of the Fund
provides that the Fund will be responsible for all or a portion of the costs and expenses related
to the services provided thereunder.
(4) Support Services. The Administrator shall perform such other administrative
services with respect to the Fund as may be required by applicable law or regulation including,
without limitation, the rules and regulations of the SEC and of state securities commissions and
other regulatory agencies and shall make its officers and employees available to the Fund, its
Board of Trustees and officers for assistance, consultation and discussion regarding the services
provided to the Fund under this Section (4). The Fund shall compensate the Administrator on an
approximate cost basis in accordance with Section D(2) of this Agreement for personnel of the
Administrator (including, but not limited to lawyers, accounting staff, CCO staff, administrative
and operations staff) (“Personnel”), including individuals who may be officers or Trustees of the
Fund, for:
| (a) | their time spent on all legal work for the Fund and its Portfolios; | ||
| (b) | their time spent associated with the Fund’s compliance program pursuant to Rule 38a-1 under the 1940 Act; and | ||
| (c) | their time spent providing: |
(i) assistance, coordination and supervision in connection with the oversight of the
provision of services of the Fund’s accounting agent and calculation of the net asset value
of the Portfolios in accordance with applicable law and regulation and the Registration
Statement and preparation of the Fund’s annual and semi-annual reports, Forms N-Q or such
other financial or regulatory reports or filings as may be required;
(ii) coordination, review and oversight of matters relating to the operation of the
Portfolios, including coordination among the custodian, transfer agent, sub-transfer agent,
dividend disbursing agent, and recordkeeping agent (including pricing and valuation of the
Portfolios), accountants, attorneys, sub-administrators and other parties performing
services or operational functions for the Portfolios;
(iii) oversight of the Fund’s sub-advisors, including operational and compliance
matters;
(iv) oversight of all other non-advisory matters associated with the operation of the
Fund (including, but not limited to, review and oversight of information provided to the
Fund’s Board and/or included in Fund documents);
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(v) oversight of the maintenance of such books and records of the Fund (other than
those related to Fund governance, which is subject to Section B(1)(b) of this Agreement) as
may be required by applicable federal law or regulation;
(vi) review and oversight of all federal, state, local and foreign tax returns and
reports of the Fund required by applicable federal and state tax law and securities
regulation; and
(vii) time spent by such Administrator personnel in attendance at meetings of the Board
of Trustees and its committees.
(5) In performing these services, the Administrator shall:
(a) conform with the 1940 Act and all rules and regulations thereunder, all other
applicable federal and state laws and regulations, with any applicable procedures adopted by
the Fund’s Board of Trustees, and with the provisions of the Fund’s Registration Statement.
(b) seek to maintain standards of service that are consistent with those prevailing in
the mutual fund industry.
(c) make available to the Fund, promptly upon request, any of the Fund’s books and
records as are maintained by the Administrator under this Agreement, and will furnish to
regulatory authorities having the requisite authority any such books and records and any
information or reports in connection with the Administrator’s services under this Agreement
that may be requested in order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
(d) report to the Fund’s Board of Trustees on the services under this Agreement as
reasonably requested by the Board, and will furnish the Fund’s Board of Trustees with
respect to such services such periodic and special reports as the Trustees may reasonably
request.
C. Documentation. The Administrator acknowledges receipt of each of the following
documents:
(a) the Fund’s Registration Statement; and
(b) exhibits, powers of attorneys, certificates and any and all other documents
relating to or filed in connection with the Registration Statement.
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D. Compensation.
(1) As compensation for the services as set forth in Sections B(1), (2) and (3) of this
Agreement, the Fund shall pay to the Administrator a fee at annual rates provided in Schedule A to
this Agreement. The fees payable to the Administrator for all of the Portfolios shall be computed
and accrued daily and paid monthly. If the Administrator shall serve for less than any whole
month, the monthly compensation shall be prorated.
(2) As compensation for providing the support services as set forth in Section B(4) of this
Agreement, the Administrator shall xxxx the Fund at approximate cost based on an internal billing
rate determined by the Administrator and calculated pursuant to a reasonable methodology for the
time spent by Personnel in providing the support services, and the Fund shall compensate the
Administrator for the amounts so billed.
(3) Compensation for additional services from new laws, rules or regulations (collectively
resulting, “Law”) or material changes to existing Law will be determined on a case by case basis.
E. Non-Exclusivity. It is understood that the services of the Administrator hereunder
are not exclusive, and the Administrator shall be free to render similar services to other
investment companies and other clients.
F. Expenses. During the term of this Agreement, the Administrator will pay all
expenses incurred by it in connection with its obligations under this Agreement, except such
expenses as are those of the Fund under this Agreement and any expenses that are paid by the Fund
under the terms of any other agreement between the Administrator and the Fund. The Administrator
shall pay for maintaining its staff and personnel and shall, at its own expense provide the
equipment, office space, and facilities necessary to perform its obligations under this Agreement;
provided, however, that the Fund shall compensate the Administrator as set forth in Section D(2) of
this Agreement, for the services of Personnel as set forth in Section B(4) of this Agreement.
The Fund will bear all expenses that are incurred in its operation and not specifically assumed by
the Administrator. Expenses to be borne by the Fund, include, but are not limited to:
organizational expenses and expenses of maintaining the Fund’s legal existence; costs of services
of independent accountants (including the performance of audits and the preparation of financial
statements and reports and tax returns or other regulatory filings) and legal and tax counsel
(including but not limited to such counsel’s assistance with the preparation or review of the
Fund’s Registration Statement, financial statements or other filings and/or proxy materials except
to the extent the Administrator or a third party bears a portion or all of such expenses, or any
other fund documents or materials); preparation and review of the Fund’s tax returns (domestic and
foreign) and other regulatory filings; federal and state tax qualification as a regulated
investment company and other reports and materials prepared by the Administrator under this
Agreement; expenses of the Fund’s regulatory compliance program; costs of any services contracted
for by the Fund directly from parties other than the Administrator; costs of trading operations and
brokerage fees, commissions and transfer taxes in connection with the purchase
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and sale of
securities for the Fund; investment advisory fees; taxes, distribution and/or service fees,
insurance premiums, interest on borrowed funds, and other fees and expenses applicable to its
operation; costs related to the custody of the Fund’s assets (including custody of assets outside
of the United States); maintenance of the books and records of the Fund and its Portfolios
(other than the books and records for Fund governance noted in B(1)); costs incidental to any
meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing
fees and the costs of preparation, printing and mailing and tabulating of any proxy materials
(except to the extent it is agreed that the Administrator or a third party shall bear a portion or
all of such expenses); costs incidental to Board meetings, including fees and expenses of Board
members; costs incidental to the preparation, printing and distribution of the Fund’s Registration
Statements and any amendments thereto and shareholder reports; cost that may properly be borne by
the Fund of typesetting and printing of prospectuses; cost of preparation and filing of the Fund’s
tax returns, Form N-1A and Form N-SAR, and all filings, notices, registrations and amendments
associated with applicable federal, state and foreign tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities laws; fidelity bond
and directors’ and officers’ liability insurance; and costs of independent pricing services used in
computing each Portfolio’s net asset value.
G. Liability. The Administrator shall give the Fund the benefit of the Administrator’s
reasonable best efforts and diligence in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate and reliable. As an
inducement for the Administrator’s undertaking to render services under this Agreement, the Fund
agrees that neither the Administrator nor its stockholders, officers, directors, or employees shall
be subject to any liability for, or any damages, expenses or losses (a “Loss”) incurred in
connection with, any act or omission or mistake in judgment connected with or arising out of (i)
any services rendered by the Administrator under this Agreement, or (ii) any services rendered by a
third party whose services were procured by the Administrator under this Agreement, except by
reason of willful misfeasance, bad faith, or negligence by the Administrator in performance of the
Administrator’s duties, or by reason of reckless disregard by the Administrator of the
Administrator’s obligations and duties under this Agreement; provided, however, that in the event
any Loss occurs in connection with any act or omission or mistake in judgment arising out of any
services rendered by a third party as described in item (ii) of this paragraph and such third party
is subject to a lesser standard of care than that set forth above, then the Administrator shall be
held to the same standard of care as such third party with respect to any claim against the
Administrator hereunder in connection with such Loss. This provision shall govern only the
liability to the Fund of the Administrator and that of its stockholders, officers, directors, and
employees, and shall in no way govern the liability to the Fund or the Administrator by, or provide
a defense for, any other person, including persons that provide sub-administration, transfer
agency, or other services to the Fund as described in Section B of this Agreement.
H. Term and Continuation.
(1) This Agreement shall remain in effect, unless sooner terminated as provided herein,
through December 31, 2012, and shall continue thereafter on an annual basis with respect
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to each
Portfolio provided that such continuance is specifically approved at least annually by the vote of
a majority of the Board of Trustees of the Fund, and provided continuance is also approved by the
vote of a majority 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 the Fund, or the Administrator.
(2) This Agreement may be terminated:
(a) by the Fund at any time, without the payment of any penalty, with respect to the
services procured or provided by the Administrator, by vote of a majority of the entire
Board of Trustees of the Fund on 60 days’ written notice to the Administrator;
(b) by the Administrator at any time, without the payment of any penalty, upon 60 days’
written notice to the Fund.
I. Use of Name. It is understood that the name “Pacific Life Insurance Company,” “Pacific
Life,” “Pacific Life Fund Advisors,” and “Pacific Life Funds” or any derivative thereof or logo
associated with those names are the valuable property of the Administrator and its affiliates, and
that the Fund and/or the Portfolios shall use such names (or derivatives or logos) only so long as
this Agreement or an agreement between the Fund and the Administrator related to the investment
management of the Portfolios (“Investment Advisory Agreement”) is in effect. Upon termination of
this Agreement and any Investment Advisory Agreement with respect to a Portfolio, the Fund (or
Portfolio) shall forthwith cease to use such name (or derivative or logo) and, in case of the Fund,
shall promptly amend its Certificate of Trust to change its name.
J. Notices. Notices of any kind to be given to the Administrator by the Fund shall be in
writing and shall be duly given if delivered to the Administrator at 000 Xxxxxxx Xxxxxx Xxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx X. Xxxxx and also emailed to:
XxxxxxxxXxxxxxxxxxxxx@XxxxxxxXxxx.xxx.
K. Fund Obligation. A Copy of the Fund’s Certificate of Trust is on file with the State of
Delaware and notice is hereby given that this Agreement has been executed on behalf of the Fund by
a Trustee or officer of the Fund in his or her capacity as such and not individually. The
obligations of this Agreement shall only be binding upon the assets and property of the Fund and
shall not be binding upon any Trustee, officer, or shareholder of the Fund individually. Further,
the debts, liabilities, obligations and expenses incurred or contracted for hereunder with respect
to a Portfolio shall be enforceable against the assets of that Portfolio only and not against the
assets of the Fund generally or any other Portfolio.
L. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.
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M. Miscellaneous.
(1) This Agreement shall be governed by the laws of Delaware, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, the Investment Advisers Act of 1940,
or any rule or order of the SEC thereunder.
(2) 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. To the extent that
any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise with regard to any party hereunder, such provisions with respect to other parties hereto
shall not be affected thereby.
(4) The captions in this Agreement are included for convenience only and in no way define any
of the provisions hereof or otherwise affect their construction or effect.
(5) This Agreement may not be assigned by the Fund or the Administrator without the consent of
the other party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below on the day and year first above written.
| PACIFIC LIFE FUNDS |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx X. XxxXxxxx | |||
| Name: | Xxxxxxx X. XxxXxxxx | |||
| Title: | VP & Assistant Secretary | |||
| PACIFIC LIFE INSURANCE COMPANY |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx X. XxxXxxxx | |||
| Name: | Xxxxxxx X. XxxXxxxx | |||
| Title: | VP | |||
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Schedule A
Portfolios of the Pacific Life Funds subject to this Administration and Shareholder Servicing
Agreement.
| Fund Name | Share Class(es) | Fee | ||
PL Portfolio Optimization Conservative Fund |
A, B, C, R | 0.15% | ||
PL Portfolio Optimization Moderate-Conservative Fund |
A, B, C, R | 0.15% | ||
PL Portfolio Optimization Moderate Fund |
A, B, C, R | 0.15% | ||
PL Portfolio Optimization Moderate-Aggressive Fund |
A, B, C, R | 0.15% | ||
PL Portfolio Optimization Aggressive Fund |
A, B, C, R | 0.15% | ||
PL Money Market Fund |
A | 0.30% | ||
PL Income Fund |
A, C | 0.30% | ||
| I | 0.15% | |||
PL Floating Rate Income Fund |
A,C | 0.30% | ||
| I | 0.15% | |||
PL High Income Fund |
A,C | 0.30% | ||
| I | 0.15% | |||
PL Short Duration Fund |
A,C | 0.30% | ||
| I | 0.15% | |||
PL Strategic Income Fund |
A,C | 0.30% | ||
| I | 0.15% |
| Average Daily | ||||
| Fund Name | Share Class(es) | Net Assets | ||
PL Floating Rate Loan Fund |
P | 0.15% | ||
PL Inflation Managed Fund |
P | 0.15% | ||
PL Managed Bond Fund |
P | 0.15% | ||
PL Short Duration Bond Fund |
P | 0.15% | ||
XX Xxxxxxxx Fund |
P | 0.15% | ||
PL Growth LT Fund |
P | 0.15% | ||
PL Large-Cap Growth Fund |
P | 0.15% | ||
PL Large-Cap Value Fund |
P | 0.15% | ||
PL Main Street® Core Fund |
P | 0.15% | ||
PL Mid-Cap Equity Fund |
P | 0.15% | ||
PL Mid-Cap Growth Fund |
P | 0.15% | ||
PL Small-Cap Growth Fund |
P | 0.15% | ||
PL Small-Cap Value Fund |
P | 0.15% | ||
PL Real Estate Fund |
P | 0.15% | ||
PL Emerging Markets Fund |
P | 0.15% | ||
PL International Large-Cap Fund |
P | 0.15% | ||
PL International Value Fund |
P | 0.15% |
Effective Date: December 19, 2011
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