EXHIBIT 26(h)(22)(vii)
AMENDMENT NO. 1
TO
PIMCO SERVICES AGREEMENT
FOR ADVISOR CLASS SHARES
OF
PIMCO VARIABLE INSURANCE TRUST
EFFECTIVE MAY 1, 2013
THIS AMENDMENT ("Amendment") is made as of May 1, 2013 by and between
Pacific Investment Management Company LLC ("PIMCO") and Minnesota Life
Insurance Company (the "Company").
W I T N E S S E T H
WHEREAS, PIMCO and the Company entered into that certain PIMCO Services
Agreement dated April 9, 2010 (the "Agreement");
WHEREAS, PIMCO and the Company desire to amend the Agreement to delete and
replace in its entirety Section 2; and
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants
herein contained and for other good and valuable consideration, hereby agree as
follows:
1. Unless otherwise defined in this Amendment, the terms used herein shall have
the same meanings they have in the Agreement.
2. Section 2 of the Agreement is deleted in its entirety and replaced with the
following:
Section 2. Compensation. In consideration of the Services, PIMCO agrees to
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pay the Company a fee at an annual rate equal to (i) 10 basis points (0.10%) of
the average daily value of the Shares of the Portfolios, except for the Global
Diversified Allocation Portfolio, held in the Separate Accounts; and (ii) with
respect to Shares of the Global Diversified Allocation Portfolio ("GDA
Portfolio") for the period May 1, 2013 to April 30, 2015 20 basis points
(0.20%) of the average daily value held by the Separate Accounts, and
thereafter the fee with respect to the GDA Portfolio will be calculated based
on the schedule below:
Aggregate Separate Account GDA Portfolio Holdings Applicable Rate
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If greater than or equal to $200 Million 20 basis points
If at least $100 Million but less than $200 Million 15 basis points
If less than $100 Million 10 basis points
Such payments will be made monthly in arrears. For purposes of computing the
payment to the Company under this paragraph 2, the average daily value of
Shares held in the Separate Accounts over a monthly period shall be computed by
totaling such Separate Accounts' aggregate investment (Share net asset value
multiplied by total number of Shares held by such Separate Accounts) on each
day during the calendar month, and dividing by the total number of days during
such month and multiplying by the then Applicable Rate. For such calculation,
the Applicable Rate shall be based on the Aggregate Separate Account GDA
Portfolio Holdings as of the end of month for which the above calculation is
being made. For example, the Applicable Rate for January shall be based on the
Aggregate Separate Account GDA Portfolio Holdings as of January 31. Aggregate
holdings will be calculated by rounding to the nearest xxxxx. The payment to
the Company under this paragraph 2 shall be calculated by PIMCO at the end of
each calendar month and will be paid to the Company within 30 days thereafter.
Payment will be accompanied by a statement showing the calculation of the
monthly amounts payable by PIMCO and such other supporting data as may be
reasonably requested by the Company. For the avoidance of doubt, the Applicable
Rate shall apply on a going forward basis only, and therefore the amounts paid
may be less than the total amount payable had the then Applicable Rate been
applied from the first of the year.
3. The amendments set forth herein shall be effective as of the date first set
forth above.
4. Except as set forth above, the Agreement shall remain in full force and
effect in accordance with its terms.
5. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, and all of which taken together shall
constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth above.
PACIFIC INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxxxxx X. Short
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Name: Xxxxxxxx X. Short
Title: Head of U.S. Global Wealth
Management
MINNESOTA LIFE INSURANE COMPANY
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Second Vice President and
Actuary
