SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement | |
x | Definitive Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12 |
PACIFIC FUNDS
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(2) | Form, Schedule or Registration Statement No.: | ||||
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(4) | Date Filed: |
(1) | To elect four nominees to the Trust’s Board of Trustees (the “Board”); and | |
(2) | To change the investment goal of the PF Janus Growth LT Fund. |
Sincerely, | |
Thomas C. Sutton |
(1) | To elect four nominees to the Trust’s Board of Trustees (the “Board”).(This proposal applies to all shareholders). | |
(2) | To change the investment goal of the PF Janus Growth LT Fund to seek long-term growth of capital.(This proposal applies only to shareholders of the PF Janus Growth LT Fund). | |
(3) | To transact such other business as may properly come before the shareholder meeting or any adjournment thereof. |
By Order of the Board of Trustees | |
Audrey L. Milfs, Secretary | |
(1) | To elect four nominees to the Trust’s Board.(This proposal applies to all shareholders). | |
(2) | To change the investment goal of the PF Janus Growth LT Fund to seek long-term growth of capital.(This proposal applies only to shareholders of the PF Janus Growth LT Fund). | |
(3) | To transact such other business as may properly come before the Meeting or any adjournment thereof. |
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Proposal 1 | Shareholders of all funds | |
Proposal 2 | Shareholders of the PF Janus Growth LT Fund |
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G. | Thomas Willis |
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Audit Committee |
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Policy Committee |
Nominating Committee |
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Pension or | ||||||||||||||||
Retirement | Total | |||||||||||||||
Benefits | Estimated | Compensation | ||||||||||||||
Aggregate | Accrued as | Annual | From the | |||||||||||||
Compensation | Part of | Benefits | Fund | |||||||||||||
From the | the Trust’s | Upon | Complex Paid | |||||||||||||
Name of Trustee1 | Trust | Expenses | Retirement | to Trustees2 | ||||||||||||
Lucie H. Moore | $ | 23,000 | $ | 0 | $ | 0 | $ | 118,000 | ||||||||
Richard L. Nelson | $ | 24,500 | $ | 0 | $ | 0 | $ | 123,500 | ||||||||
Lyman W. Porter | $ | 24,000 | $ | 0 | $ | 0 | $ | 24,000 | ||||||||
Alan Richards | $ | 25,000 | 3 | $ | 0 | $ | 0 | $ | 57,500 | |||||||
G. Thomas Willis | $ | 23,500 | $ | 0 | $ | 0 | $ | 118,500 |
1 | The information in this chart for Pacific Select Fund and Pacific Funds is as of December 31, 2004 and March 31, 2005, respectively, and thus excludes Frederick L. Blackmon and Nooruddin “Rudy” S. Veerjee, who became Independent Trustees of Pacific Select Fund effective January 1, 2005 and Pacific Funds effective September 13, 2005. |
2 | Compensation paid by the Trust and Pacific Select Fund (together the “Fund Complex”) is for the fiscal years ended March 31, 2005 and December 31, 2004, respectively. These amounts exclude deferred compensation, if any, because such amounts were not paid during the relevant periods. |
3 | Mr. Richards elected to defer $17,500 of this amount. |
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Aggregate Dollar Range | ||||
of Equity Securities in | ||||
All Registered Investment | ||||
Companies Overseen by | ||||
Dollar Range of Equity | Trustee in the Family of | |||
Name of Trustee | Securities in Pacific Funds1 | Investment Companies1,2 | ||
Thomas C. Sutton3 | None | Over $100,000 | ||
Frederick L. Blackmon | None | None | ||
Gale K. Caruso | None | None | ||
Lucie H. Moore | None | None | ||
Richard L. Nelson | $1-$10,000 PF Lazard International Value Fund PF MFS International Large-Cap Fund PF Salmon Brothers Large-Cap Value Fund | $10,001-$50,000 | ||
Lyman W. Porter | None | $10,001-$50,000 | ||
Alan Richards | $1-$10,000 PF AIM Aggressive Growth Fund PF MFS International Large-Cap Fund PF Salmon Brothers Large-Cap Value Fund PF Van Kampen Comstock Fund Over $100,000 PF PIMCO Inflation Managed Fund | Over $100,000 | ||
Nooruddin (“Rudy”) S. Veerjee | None | None | ||
G. Thomas Willis | None | None |
1 | Deferred compensation is not included. A Trustee who defers compensation from Pacific Select Fund and/or from Pacific Funds has the option to select credit rate options that track the performance of the Class A shares of the corresponding series of the Pacific Funds without a sales load. The following shows the dollar range of each Independent Trustee’s deferred compensation allocations with respect to both funds as of October 14, 2005: Lucie H. Moore — over $100,000; Richard L. Nelson — over $100,000; Lyman W. Porter — over $100,000; Alan Richards — over $100,000; and Nooruddin (“Rudy”) S. Veerjee $10,001 — $50,000. |
2 | The family of investment companies includes Pacific Funds and Pacific Select Fund. |
3 | Thomas C. Sutton is an Interested Person of the Trust because of his positions with Pacific Life. |
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Audit-Related | All Other | |||||||||||||||||
Fiscal Year | Audit Fees | Fees | Tax Fees | Fees | ||||||||||||||
2005 | $ | 163,000 | $ | 0 | $ | 66,700 | $ | 0 | ||||||||||
2004 | $ | 157,500 | $ | 0 | $ | 0 | $ | 0 |
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Existing Investment Goal of the | Proposed Investment Goal of the | |
PF Janus Growth LT Fund | PF Janus Growth LT Fund | |
This fund seeks long-term growth of capital in a manner consistent with the preservation of capital. | This fund seeks long-term growth of capital. |
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By Order of the Board | |
Audrey L. Milfs, Secretary |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
Thomas C. Sutton Year of birth 1942 | Chairman of the Board and Trustee | Since 2001 | Chairman of the Board, Director and Chief Executive Officer of Pacific Life, Pacific Mutual Holding Company and Pacific LifeCorp; and similar positions with other subsidiaries and affiliates of Pacific Life. (1965 to present) | 55 | Chairman of the Board and Trustee, Pacific Select Fund; Director of The Irvine Company (Real Estate) Director; Edison International (Utilities) | |||||||||
Frederick L. Blackmon Year of birth 1952 | Trustee | Since 2005 | Former Executive Vice President (EVP) and Chief Financial Officer (CFO) of Zurich Life (1995 to 2003) and has been retired since that time, EVP and CFO of Alexander Hamilton Life Insurance Company (Subsidiary of Household International) (1989 to 1995); Former member, Board of Regents, Eastern Michigan University; and Former member, Board of Governors, of Cranbrook Schools. | 55 | Trustee Pacific Select Fund; Director, Trustmark Insurance Company |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
Gale K. Caruso Year of birth 1957 | None | None | Former President and CEO of Zurich Life (1999 to 2003) and has been retired since that time; Former Chairman, President and CEO of Scudder Canada Investor Services, Ltd.; Member of the Board of Directors of LandAmerica Financial Group, Inc.; Member of the Advisory council the Trust For Public Land — Maine; Member of Advisory Board forThe Journal of Risk Management. | 0 | ** | Trustee Pacific Select Fund; Member of the Board of Directors of LandAmerica Financial Group, Inc. | ||||||||
Lucie H. Moore Year of birth 1956 | Trustee | Since 2001 | Chairman of the Development Committee of the Board of Trustees, The Pegasus School; Chairman of the Development Committee of the Board of Directors, Homeword; Advisory Board, Court Appointed Special Advocates (CASA) of Orange County; Former Partner (1994) with Gibson, Dunn & Crutcher (Law). | 55 | Trustee Pacific Select Fund |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
Richard L. Nelson Year of birth 1930 | Trustee | Since 2001 | Former Trustee (2001) PIMCO Funds, Multi-Manager Series; Former Director (2000) of Wynn’s International, Inc. (Industrial); Retired Partner (1983) with Ernst & Young LLP (Accounting and Auditing). | 55 | Trustee Pacific Select Fund | |||||||||
Lyman W. Porter Year of birth 1930 | Trustee | Since 2001 | Professor Emeritus of Management in the Merage School of Business at the University of California, Irvine; Member of the Board of Trustees of the American University of Armenia; Former Trustee (2001) PIMCO Funds, Multi-Manager Series; Former Member (1995) of the Academic Advisory Board of the Czechoslovak Management Center; Former Dean (1983) of the Graduate School of Management, University of California, Irvine. | 55 | Trustee Pacific Select Fund |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
Alan Richards Year of birth 1930 | Trustee | Since 2001 | Chairman and Co-owner of NETirement.com, Inc. (Retirement Planning Software); Chairman and Co- owner of IBIS Capital, LLC (Financial); Member of the Advisory Board of Lease & Financial International Inc. (Insurance); Former Trustee (2001) PIMCO Funds, Multi-Manager Series; Former Director (1998) of Western National Corporation (Insurance Holding Company); Retired Chairman (1986) of E.F. Hutton Insurance Group; Former Director (1986) of E.F. Hutton and Company, Inc. (Financial); and Former Chairman and CEO (1986) of E.F. Hutton Life Insurance Company. | 55 | Trustee Pacific Select Fund | |||||||||
Nooruddin (Rudy) S. Veerjee Year of birth 1958 | Trustee | Since 2005 | Former President of Transamerica Insurance & Investment Group (1998-2000) and has been retired since that time; Former President of Transamerica Asset Management (1994-1997); Former Chairman and Chief Executive Officer (1995-2000) of Transamerica Premier Funds (Mutual Fund); Former Director of various Transamerica Life companies (1994-2000). | 55 | Trustee Pacific Select Fund |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
G. Thomas Willis Year of birth 1942 | Trustee | Since 2004 | Certified Public Accountant; Retired Audit Partner (1976-2002) of PricewaterhouseCoopers LLP, (Accounting and Auditing) and has been retired since 2002. | 55 | Trustee Pacific Select Fund | |||||||||
James T. Morris Year of birth 1960 | Executive Vice President | Since 2005 | Chief Insurance Officer (2005 to present) and Executive Vice President (2002 to present), Senior Vice President (1996 to 2002), Vice President (1990 to 1996) of Pacific Life Insurance Company; Chief Insurance Officer (2005 to present) and Executive Vice President (2002 to present), Senior Vice President (1999 to 2002) of Pacific Life & Annuity Company; Executive Vice President and Chief Insurance Officer (2005 to present) of Pacific Mutual Holding Company and Pacific LifeCorp; and Executive Vice President (2005 to present) of Pacific Select Fund. | 55 |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
Robin S. Yonis Year of birth 1954 | Vice President and General Counsel | Since 2001 | Vice President and Investment Counsel of Pacific Life and Pacific Life and Annuity (4/04 to present); Assistant Vice President and Investment Counsel (11/93 to 4/04) of Pacific Life and (8/99 to 4/04) of Pacific Life and Annuity; and Vice President and General Counsel (4/05 to present) of Pacific Select Fund. | 55 | . | |||||||||
Brian D. Klemens Year of birth 1956 | Vice President and Treasurer | Since 2001 | Vice President and Treasurer (12/98 to present); and Vice President and Treasurer of Pacific Select Fund, Pacific Life, Pacific Mutual Holding Company, Pacific LifeCorp and similar positions with other subsidiaries and affiliates of Pacific Life. | 55 |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
Sharon E. Pacheco Year of birth 1957 | Vice President and Chief Compliance Officer | Since 2004 | Vice President (2/00 to present) and Assistant Vice President (11/97 to 2/00) of Pacific Life; Vice President (4/00 to present) and Assistant Vice President (8/99 to 4/00) of Pacific Life & Annuity Company; Chief Compliance Officer (1/03 to present) of Pacific Life and Pacific Life & Annuity Company; Vice President and Chief Compliance Officer (11/03 to present) of Pacific Mutual Holding Company, Pacific LifeCorp, and (6/04 to present) of Pacific Select Fund. | 55 | ||||||||||
Laurene E. MacElwee Year of birth 1966 | Vice President and Assistant Secretary | Since 2005 | Assistant Vice President (4/02 to present) of Pacific Life; Assistant Vice President and Assistant Secretary of Pacific Select Fund (4/05 to present). | 55 |
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Number of Funds | ||||||||||||||
in Fund Complex | ||||||||||||||
Term of | Overseen by | |||||||||||||
Position(s) | Office and | Director or | Other Directorships | |||||||||||
Name, Address*, and | Held | Length of | Principal Occupation(s) | Nominee for | Held by Director or | |||||||||
Year of Birth | with Fund | Time Served | During Past 5 Years | Director | Nominee for Director | |||||||||
Katayoun Mobedshahi Year of birth 1972 | Vice President and Assistant Secretary | Since 2005 | Assistant Vice President and Investment Counsel of Pacific Life (2/05 to present); Associate, Stradley Ronon Stevens & Young, LLP (5/03 to 2/05); Senior Counsel, Securities & Exchange Commission (4/01 to 5/03); Associate General Counsel, North American Securities Administrators Association (NASAA) (10/98 to 4/01). Assistant Vice President and Assistant Secretary of Pacific Select Fund (4/05 to present); | 55 | ||||||||||
Audrey L. Milfs Year of birth 1945 | Secretary | Since 2001 | Director, Vice President and Secretary of Pacific Life, Pacific Mutual Holding Company, Pacific LifeCorp, and similar positions with other subsidiaries of Pacific Life; and Secretary of Pacific Select Fund. | 55 |
* | Address for each of the above persons is: |
** | Appointed to serve as Trustee of Pacific Select Fund overseeing 34 Portfolios effective 1/1/06. |
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I. | Statement of Purpose and Function |
• | assist the Board in its oversight of the Trust’s accounting and financial reporting policies and practices by reviewing disclosures made to the Audit Committee by the Trust’s certifying officers and Auditor about any significant deficiency in, or material change in the operation of, the Trust’s internal controls or material weaknesses therein, and any fraud involving the Adviser or any employees or other persons who have a significant role in the Trust’s internal controls; | |
• | assist the Board in its oversight of the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and |
1 | All references to the Trust are deemed to apply to the Pacific Select Funds and the Pacific Funds. All references to the Board are deemed to apply to the Board of Trustees of each Trust. All references to the Fund or Funds are deemed to apply to all of the Funds of the Trusts. All references to the Audit Committee are deemed to apply to the Audit Committee of each of the Boards. All references to the Adviser are limited to Pacific Life Insurance Company and those of its affiliates that provide services to the Trusts. |
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• | select, oversee and approve the compensation of the Trust’s independent auditor (the “Auditor”) and to act as liaison between the Auditor and the full Board of Trustees; and | |
• | assist the Board in its oversight of compliance with legal and regulatory requirements by the Trust. |
II. | Committee Composition |
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III. | Meetings, Duties and Responsibilities |
2 | Notwithstanding any such identification, each member of the Audit Committee is expected to contribute significantly to the work of the Committee. Moreover, identification as an “audit committee financial expert” will not increase the duties, obligations or liability of the identified person as compared to the duties, obligations and liability imposed on that person as a member of the Audit Committee and of the Board. |
3 | For purposes of this finding of independence only, in order to be considered “independent,” any such expert must not only be independent for purposes of the Investment Company Act but also must satisfy the additional requirement that he or she may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from the Trust. |
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(a) the arrangements for and scope of the annual audit and any special audits; | |
(b) all critical accounting policies and practices to be followed; | |
(c) any matters of concern relating to the Trust’s financial statements, including: (i) any adjustments to such statements recommended by the Auditor, or other results of said audit(s), and (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Auditor; |
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(d) any material written communication between the Auditor and management such as any management letter or schedule of unadjusted differences; | |
(e) all non-audit services provided to any entity in the “Investment Company Complex“(4) that were not pre-approved by the Audit Committee; | |
(f) the amount of all fees received by the Auditor for providing services of any type to the Adviser and any affiliate controlled by the Adviser, and confirmation that the Auditor has not provided any prohibited non-audit services; | |
(g) the Auditor’s comments with respect to the Trust’s financial policies, procedures and internal accounting controls and responses thereto by the Trust’s officers, the Adviser and administrator, as well as other personnel; | |
(h) confirmation of the form of written opinion the Auditor proposes to render to the Board and shareholders of the Trust; and discussion or reporting on the general nature of the disclosures to be made in Form N-CSR; | |
(i) the adequacy and effectiveness of relevant accounting internal controls and procedures and the quality of the staff implementing those controls and procedures; | |
(j) periodic reports concerning relevant regulatory changes and new accounting pronouncements that significantly affect the value of the Funds’ assets and their financial reporting; | |
(k) disclosures to the Auditor and the Audit Committee by the Trust’s chief executive or chief financial officer of (i) any material weaknesses in internal controls, (ii) any significant deficiencies in the design or operation of internal controls that could adversely affect the Funds’ ability to record, process, summarize, and report financial data, (iii) any fraud, whether or not material, that involves management or other employees who have a significant role in the |
4 | “Investment Company Complex” means the Pacific Select Fund Portfolios, the Pacific Funds, the Adviser and any entity controlled by, controlling or under common control with the Adviser if such entity is an investment adviser or is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to the Trusts or the Adviser. |
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(l) confirmation that the Auditor is in compliance with the audit partner rotation requirements applicable to the engagement with the Trust; and | |
(m) the opportunity to report on any other matter that the Auditor deems necessary or appropriate to discuss with the Audit Committee. |
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(i) The Audit Committee shall pre-approve such engagement; or | |
(ii) Such engagement shall be entered into pursuant to pre-approval policies and procedures established by the Audit committee. Any such policies and procedures must (1) be detailed as to the particular service and (2) not involve any delegation of the Audit Committee’s responsibilities to the Adviser. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals. The pre-approval policies and procedures shall include the requirement that the decisions of any member to whom authority is delegated under this Section shall be presented to the full Audit Committee at its next scheduled meeting. | |
(iii) De Minimis Exceptions to Pre-Approval Requirements. Pre-approval for a service provided to the Trust other than audit, review or attest services is not required if: (1) the aggregate amount of all such non-audit services provided to the Trust constitutes not more than 5 percent of the total amount of revenues paid by the Trust to the Auditor during the fiscal year in which the non-audit services are provided; (2) such services were not recognized by the Trust at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and are approved by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee. |
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IV. | Amendment. |
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1. | COMMITTEE ORGANIZATION |
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2. | DUTIES AND RESPONSIBILITIES |
3. | AUTHORITY AND RESOURCES |
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4. | POLICIES AND PROCEDURES |
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(i) the candidate’s knowledge in matters relating to the mutual fund industry; | |
(ii) any experience possessed by the candidate as a director or senior officer of public companies; | |
(iii) the candidate’s educational background; | |
(iv) the candidate’s reputation for high ethical standards and personal and professional integrity; | |
(v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; | |
(vi) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; | |
(vii) the candidate’s ability to qualify as an independent trustee for purposes of the Investment Company Act of 1940, as amended, the candidate’s independence from Trust service providers and the existence of any other relationships that might give rise to conflict of interest or the appearance of a conflict of interest; and |
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(viii) such other factors as the Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other transitions (e.g., whether or not a candidate is an “audit committee financial expert” under the federal securities laws). |
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Outstanding Shares as of | ||||
Fund | Record Date (10/14/05)* | |||
PF Portfolio Optimization Model A | 2,176,739.26 | |||
PF Portfolio Optimization Model B | 5,342,107.77 | |||
PF Portfolio Optimization Model C | 15,490,452.88 | |||
PF Portfolio Optimization Model D | 14,312,464.27 | |||
PF Portfolio Optimization Model E | 5,148,751.32 | |||
PF AIM Blue Chip | 4,609,792.10 | |||
PF Goldman Sachs Short Duration Bond | 4,330,586.50 | |||
PF Janus Growth LT | 2,334,659.25 | |||
PF Lazard Mid-Cap Value | 2,843,137.80 | |||
PF Lazard International Value | 4,673,893.87 | |||
PF MFS International Large-Cap | 3,468,604.12 | |||
PF NB Fasciano Small Equity | 873,412.79 | |||
PF Oppenheimer Emerging Markets | 901,444.76 | |||
PF Oppenheimer Main Street® Core | 1,082,410.13 | |||
PF PIMCO Inflation Managed | 5,306,982.45 | |||
PF PIMCO Managed Bond | 5,635,738.93 | |||
PF Pacific Life Money Market | 22,419,146.56 | |||
PF Salomon Brothers Large-Cap Value | 5,239,486.94 | |||
PF Van Kampen Comstock | 2,443,888.14 | |||
PF Van Kampen Mid-Cap Growth | 4,056,429.63 | |||
PF Van Kampen Real Estate | 1,702,459.07 |
* | Outstanding shares listed reflects all applicable classes of shares including classes A, B, C and R shares. |
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Total | ||||||||||||
Outstanding | ||||||||||||
Total Pacific | Shares as of | Pacific Life | ||||||||||
Fund | Life Shares | 10/14/05 | % | |||||||||
PF NB Fasciano Small Equity Fund | 606,559 | 873,413 | 69.4 | % | ||||||||
PF Oppenheimer Main Street® Core Fund | 750,001 | 1,082,410 | 69.3 | % | ||||||||
PF Oppenheimer Emerging Markets Fund | 750,001 | 901,445 | 83.2 | % |
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VOTING INSTRUCTION | PACIFIC FUNDS | VOTING INSTRUCTION | ||
SPECIAL MEETING OF SHAREHOLDERS — DECEMBER 9, 2005 |
The undersigned owner (or beneficial owner of Pacific Funds 529 Plan — Montana) of shares of the Pacific Funds (the “Trust”), hereby instructs Pacific Life, on its behalf, to vote his or her shares of the Trust at the special meeting of shareholders (the “Meeting”) of the Trust to be held at 9:00 a.m., Pacific time, on December 9, 2005, at 700 Newport Center Drive, Newport Beach, California, 92660, and at any adjournment thereof, as indicated below with respect to the matters referred to in the proxy statement for the Meeting, and in the discretion of Pacific Life upon such other matters as may properly come before the Meeting or any adjournment thereof. If no specification is made, the shares represented by this proxy will be voted for each proposal.THIS VOTING INSTRUCTION IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST. The Board of Trustees recommends a vote FOR all proposals.
VOTE VIA THE TELEPHONE: 1-XXX-XXX-XXXX
, 2005 | ||||
Dated |
FUNDS: | ||
PF Portfolio Optimization Model A | PF Lazard International Value Fund | |
PF Portfolio Optimization Model B | PF MFS International Large-Cap Fund | |
PF Portfolio Optimization Model C | PF PIMCO Managed Bond Fund | |
PF Portfolio Optimization Model D | PF PIMCO Inflation Managed Fund | |
PF Portfolio Optimization Model E | PF Pacific Life Money Market Fund | |
PF AIM Blue Chip Fund | PF Salomon Brothers Large-Cap Value Fund | |
PF NB Fasciano Small Equity | PF Van Kampen Comstock Fund | |
PF Goldman Sachs Short Duration Bond Fund | PF Van Kampen Mid-Cap Growth Fund | |
PF Janus Growth LT Fund | PF Van Kampen Real Estate Fund | |
PF Lazard Mid-Cap Value Fund |
Read your proxy statement and have it at hand when voting
VOTE ON THE INTERNET Log on to: https://XXXXXXXXX.com Follow the on-screen instructions available 24 hours | | VOTE BY PHONE Call 1-XXX-XXX-XXXX Follow the recorded instructions available 24 hours | | VOTE BY MAIL Vote, sign and date this Voting Instruction and return in the postage-paid envelope | VOTE IN PERSON Attend Shareholder Meeting at 700 Newport Center Drive Newport Beach, CA on December 9, 2005 | |||||||||||||||
If you vote in person, bring this voting instruction with you.
If votes are not marked, this Voting Instruction will be voted FOR the Proposals.
To voteFOR all Proposals mark this box. (No other vote is necessary.)c
1. To elect [four] nominees to the Trust’s Board of Trustees: | FOR ALL | WITHHOLD | FOR ALL EXCEPT: | |
01 G. Thomas Willis | 03 Nooruddin S. Veerjee | o | o | o |
02 Frederick L. Blackmon | 04 Gale K. Caruso | |||
FOR | AGAINST | ABSTAIN | |||||
PF Janus Growth LT Fund | o | o | o | ||||