PACIFIC FUNDS AMENDMENT NO. 3 TO THE FUND MANAGEMENT AGREEMENT
Exhibit (d)(10)(d)
The Fund Management Agreement (the “Agreement”) made the 1st day of May 2003, the first
amendment made December 20, 2004, and the second amendment made October 4, 2005, by and among
Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Xxxxxx Xxxxxxx
Investment Management Inc., a Delaware corporation, doing business as Xxx Xxxxxx (“Fund Manager”),
and Pacific Funds, a Delaware statutory trust (“Fund”), is hereby amended to add the provisions set
forth below (together the “Amendment”), which is made this 2nd day of June, 2006.
In consideration of the renewal of the premises, the promises, and the mutual covenants
contained in the Agreement and the good and fair consideration paid in connection with that
Agreement.
Section 2 of the Agreement, Fund Manager Duties, is amended to add the following:
Fund Manager:
1. | will provide assistance to the Investment Adviser, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or the Registration Statement, the value of any fund securities or other assets held by the Funds for which the Investment Adviser, custodian or recordkeeping agent seeks assistance from the Fund Manager or identifies for review by the Fund Manager. This assistance includes (but is not limited to): (i) designating and providing timely access, independently on an as needed basis and upon the request of the Investment Adviser or custodian, to one or more employees of the Fund Manager who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Board’s Valuation Committee convenes; (ii) notifying the Investment Adviser in the event the Fund Manager determines, with respect to a security that is held by the Fund, that fair valuation of such security is necessary pursuant to the Fund Manager’s procedures for determining fair valuation; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Funds; (iv) providing assistance with the verification of pricing or fair valuation of securities, as may be reasonably requested from time to time, in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the fair valuation of securities provided hereunder, and providing such information to the Investment Adviser or the Fund upon request. Such records shall be deemed Fund records. | |
2. | will assist the Fund and the Fund’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Fund Manager represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Fund Manager’s compliance program, which access shall include on-site visits with the Fund Manager as may be reasonably requested from |
time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Fund Manager agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Fund Manager’s compliance program. |
3. | will comply with the Fund’s policy on selective disclosure of portfolio holdings of the Fund (the “Selective Disclosure Policy”), as provided in writing to the Fund Manager and as may be amended from time to time. The Fund Manager agrees to provide an annual certification with respect to compliance with the Fund’s Selective Disclosure Policy. |
4. | will notify the Investment Adviser promptly in the event that, in the judgment of the Fund Manager, Fund share transaction activity becomes disruptive to the ability of the Fund Manager to effectively manage the assets of a Fund consistent with the Fund’s investment objectives and policies. |
5. | will provide assistance as may be reasonably requested by the Investment Adviser in connection with compliance by the Funds with any current or future legal and regulatory requirements related to the services provided by the Fund Manager hereunder. |
6. | will provide such certifications to the Fund as the Fund or the Investment Adviser may reasonably request related to the services provided by the Fund Manager hereunder. |
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and
year provided above for the Amendment.
PACIFIC LIFE INSURANCE COMPANY
By:
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/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxxx X. Milfs | |||||
Name: Xxxxx X. Xxxxxx | Name: Xxxxxx X. Milfs | |||||||
Title: Chief Operating Officer | Title: Vice President & Secretary |
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. (d/b/a Xxx Xxxxxx)
By:
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/s/ Xxxxxxx X. Xxxxx | |||||||
Name: Xxxxxxx X. Xxxxx | ||||||||
Title: Managing Director |
By:
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/s/ Xxxxx X. Xxxxxx | |||||||
Name: Xxxxx X. Xxxxxx | ||||||||
Title: President |