SERVICE AGREEMENT
Ladies and Gentlemen:
This will confirm the terms of our agreement (the “Service Agreement”) dated as of
, 2010, by and between the Lord Xxxxxx Series Fund, Inc. (the “Fund”), on its behalf
and on behalf of each separate investment series thereof, whether existing as of the date above or
established subsequent thereto, and Pacific Life Insurance & Annuity Company (the “Insurance
Company”), implementing the terms and provisions of a service agreement with respect to shares of
the Fund (the “Shares”).
1. Compensation and Services to be Performed.
(a) The Fund will pay the Insurance Company a fee (the “Service Payment”) for its services in
connection with the servicing of the Shares purchased indirectly by the
Insurance Company’s customers (“Contract Owners”) through their purchases of contracts (“Variable
Contracts”) issued by one or more variable insurance separate accounts of the Insurance Company
(the “Separate Accounts”). The Service Payment will be calculated daily and paid quarterly at the
annual rate of % of the average daily net asset value of the respective Shares held by the
Separate Accounts. For purposes of calculating the fee payable to the Insurance Company the average
daily net asset value of the Shares will be calculated in accordance with the procedure
set forth in the Fund’s current Prospectus and Statement of Additional Information.
(b) The support services to be furnished by the Insurance Company include the following: (i)
providing information periodically to Contract Owners showing their positions in Shares through the
Separate Accounts; (ii) responding to Contract Owners inquiries relating to the services performed
by the Insurance Company; (iii) forwarding shareholder communications from the Fund (for example,
proxies, shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Contract Owners, if required by law; (iv) providing information to
Contract Owners with respect to Shares attributable to Contract
Owners; and (v) such other similar services as the Fund may reasonably request from time to time to
the extent the Insurance Company is permitted to do so under federal and state statutes, rules and
regulations.
(c) In connection with this Service Agreement, the Insurance Company shall be deemed to be an
independent contractor, and shall have no authority to act as agent for the Fund in any matter.
(d) The parties hereto agree that the Service Payment to the Insurance Company under
this Section I is for shareholder services only and does not constitute payment in any manner for
distribution services.
(e) The Insurance Company may hire or make arrangements for subcontractors, agents
or affiliates to perform the services set forth in this Agreement. The Insurance Company shall
provide the Fund with written notice of the names of any subcontractors, agents or affiliates the
Insurance Company hires or arranges to perform such services, and any specific operational
requirements that arise as a result of such arrangement. The Insurance Company agrees that it is
and will be responsible for the acts and omissions of its subcontractors, affiliates, and agents
and
that the indemnification provided by Insurance Company in Section 6 of this Agreement shall be
deemed to cover the acts and omissions of such subcontractors, affiliates, and agents to the same
extent as if they were the acts or omissions of Insurance Company.
2. Term of the Agreement.
The Service Agreement will have an initial term of one year and shall renew automatically for
successive one year terms unless terminated at any time, without penalty, by the Fund or by the
Insurance Company upon no less than ninety (90) days advance written notice to the other party.
3. Amendment and Assignment.
The Service Agreement may be amended from time to time by agreement of the Insurance Company
and the Fund. The Service Agreement is non-assignable.
4. Representations of the Insurance Company.
(a) The Insurance Company represents to the Fund that any compensation payable to the
Insurance Company in connection with the investment of its Separate Accounts’ assets in the Fund,
including the compensation payable hereunder and any additional fees the Insurance Company may
directly assess in connection with a Variable Contract investment, (i) will be disclosed by the
Insurance Company to the Contract Owners in the prospectuses for the Separate Accounts as required
by applicable laws and applicable regulations, and (ii) will not result in an excessive fee to the
Insurance Company under any provision of law, including, without limitation NASD Conduct Rule 2820.
(b) The Insurance Company represents and warrants that the Service Payment paid to
Insurance Company pursuant to Section 1 is solely in exchange for the shareholder services outline
in Section 1 and will not be used or accepted in whole or in part for distribution services.
5. Written Reports.
The Insurance Company will provide the Fund with such information as the Fund may reasonably
request and will cooperate with and assist the Fund in the preparation or reports, if any, to be
furnished to its Board of Directors concerning the Service Agreement and any fees or compensation
paid or payable pursuant hereto, in addition to any other reports or filings that may be required
by law.
6. Indemnification.
(a) The Insurance Company agrees to release, indemnify and hold harmless the Fund
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from and against any and all liabilities or losses directly resulting from any action or inaction
by the Insurance Company, its directors, officers, partners, employees or agents regarding the
Insurance Company’s responsibilities under this Agreement.
(b) The Fund agrees to release, indemnify and hold harmless the Insurance Company
from and against any and all liabilities or losses directly resulting from any action or inaction
by the Fund, its directors, officers, partners, employees or agents or affiliates regarding the
Fund’s responsibilities under this Agreement.
(c) The parties agree that the indemnification provisions of this Agreement shall not limit or
restrict a party’s rights to seek indemnification under a separate agreement between the parties.
7. Governing Law.
The Service Agreement shall be construed in accordance with the laws of the State of New York.
If the terms and conditions set forth above are in accordance with your understanding, kindly
indicate your acceptance of the Service Agreement by signing it in the place provided below and
returning an executed copy of the Service Agreement to the Fund.
| LORD XXXXXX SERIES FUND, INC. | ||||
By: |
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Name:
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Title:
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| PACIFIC LIFE INSURANCE & ANNUITY COMPANY | ||||
By: |
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Name:
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Title:
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| Accepted and Agreed: | ||||
| Date: , 2010 | ||||
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