Amendment No. 3 to Servicing Agreement between Pacific Life & Annuity Company and Lazard Asset Management Securities LLC

Amendment No. 3 to Servicing Agreement

between

Pacific Life & Annuity Company

and

Lazard Asset Management Securities LLC

Pacific Life & Annuity Company, Lazard Asset Management Securities LLC and Lazard Asset Management LLC have previously entered into a Servicing Agreement dated April 5, 2007, as amended (the “Agreement”).  The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.  Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

A M E N D M E N T

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Schedule A of the Agreement is deleted and replaced in its entirety with the Schedule A attached hereto.

2. The changes set forth herein shall be effective as of November 1, 2019.

Counterparts. This Amendment may be executed in any number of 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 undersigned has caused this Amendment to be executed as of November 1, 2019.

	PACIFIC LIFE & ANNUITY COMPANY
	for itself and on behalf of the Separate Accounts
	By:	/s/ Xxxx X. Xxxxxxxx
	Name: Xxxx X. Xxxxxxxx
	Title: Assistant Vice President
	Accepted:
	LAZARD ASSET MANAGEMENT SECURITIES LLC
	By:	/s/ Xxxxxx X. Xxxx
	Name: Xxxxxx X. Xxxx
	Title: President
	LAZARD ASSET MANAGEMENT LLC
	By:	/s/ Xxxxxx X. Xxxx
	Name: Xxxxxx X. Xxxx
	Title: Chief Business Officer

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SCHEDULE A

Service Shares

Name of Portfolio		Annual Percentage Rate*
LAZARD RETIREMENT MULTI-ASSET TARGET VOLATILITY PORTFOLIO		0.35% on assets up to $150 MM 0.40% thereafter
LAZARD RETIREMENT INTERNATIONAL EQUITY PORTFOLIO

*         This Agreement is in connection with the 12b-1 Plan.  We understand that the Board will review, at least quarterly, a written report of the amounts expended pursuant to this Agreement and the purposes for which such expenditures were made.  In connection with such reviews, we will furnish you or your designees with such information or reports as you or they may reasonably request, which reports shall be accurate and complete.

Investor Shares

Name of Portfolio		Annual Percentage Rate
LAZARD RETIREMENT GLOBAL DYNAMIC MULTI-ASSET PORTFOLIO		0.10% on assets up to $150 MM 0.15% thereafter

Separate Accounts

All Insurance Company Separate Accounts using any of the Fund’s Portfolios.

Contracts

All Contracts funded by the Separate Accounts that utilize any of the Fund’s Portfolios.

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