PIMCO VARIABLE INSURANCE TRUST SERVICES AGREEMENT
Exhibit (8)(hhh)
EXECUTION VERSION
PIMCO VARIABLE INSURANCE TRUST
SERVICES AGREEMENT
SERVICES AGREEMENT
This Agreement is made as of December 28, 2007, between PIMCO Variable Insurance Trust (the
“Trust”) and Xxxxxxx Xxxxx Life Insurance Company (“Authorized Firm”), an Arkansas life insurance
company.
RECITALS
WHEREAS, the Trust is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Trust issues shares of beneficial interest (“shares”) in separate series
(“Portfolios”), with each Portfolio representing interests in a separate portfolio of
securities and other assets;
WHEREAS, certain beneficial owners of the Trust’s shares (“investors”) may require
administrative, recordkeeping, and other services, and the provision of such services to investors
requiring these services may benefit such investors and facilitate their ability to invest
indirectly in the Portfolios;
WHEREAS, the Trust has adopted a Services Plan pursuant to which the Trust, on behalf of each
Portfolio, may enter into agreements with registered investment advisers, registered
broker-dealers, banks, trust companies and other persons or that agree to provide administrative,
recordkeeping, and investor services to their clients, members or customers who purchase shares of
a Portfolio, directly or indirectly; and
WHEREAS, the Trust desires that Authorized Firm provide, or arrange for the provision of,
certain administrative, recordkeeping, and/or investor services with respect to shares of the
Portfolios in accordance with the terms and conditions of this Agreement set forth below.
WITNESSETH:
The Trust and Authorized Firm agree as follows:
1. Appointment. The Trust hereby authorizes Authorized Firm to provide certain
administrative, recordkeeping and investor services to indirect investors in the Portfolios that
are the clients, member, or customers of Authorized Firm. The appointment of Authorized Firm
hereunder is non-exclusive, and Authorized Firm recognizes and agrees that, from time to time, the
Trust (or its agent) may enter into other agreements with financial intermediaries with respect to
the provision of administrative, recordkeeping and/or investors services.
2. Services to be Performed. For the duration of this Agreement, Authorized Firm
agrees to use its best efforts, subject to applicable legal and contractual restrictions and in
compliance with the procedures described in the prospectus(es) and statement(s) of additional
information of the Portfolios as from time to time in effect (collectively, the “Prospectus”) to
provide in respect of investors investing in shares of the Portfolios: teleservicing support in
connection with Portfolios; delivery of current Trust prospectuses, reports, notices, proxies and
proxy statements and other informational materials; facilitation of the tabulation of investors’
instructions in the event of a Trust shareholder vote; receiving, tabulating and transmitting
instructions executed by or on behalf of investors; maintenance of investor records reflecting
shares purchased and redeemed and share balances, and the conveyance of that information on a net
basis to the Trust or Pacific Investment Management Company (the administrator of the Portfolios)
as may be reasonably requested; provision of support services, including providing information
about the Trust and its Portfolios and answering questions concerning investors’ interests in one
or more Portfolios;
receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for
investors; processing dividend payments; issuing investor reports; providing subaccounting
services; general account administration activities; and providing such similar services as the
Trust may reasonably request to the extent the Authorized Firm is permitted to do so under
applicable statutes, rules or regulation.
3. Orders and Settlement. Orders submitted by Authorized Firm on behalf of investors
shall be accepted or rejected by the Trust (or its agent) in the manner disclosed in the
Prospectus, or as otherwise agreed to by the parties.
4. Compliance with Laws. In performing its duties under this Agreement, Authorized
Firm agrees to abide by all applicable laws, including, without limitation, federal and state
securities laws and regulations, state insurance laws and regulations, and the Employee Retirement
Income Security Act of 1974.
5. Portfolio Materials. No person is authorized to make any representations concerning
shares of the Portfolios except those contained in the then current Prospectus and printed
information issued by the Trust as explanatory materials and/or information supplemental to each
Prospectus. The Trust shall supply or cause to be supplied Prospectuses, explanatory materials and
additional information as issued. Authorized Firm agrees to indemnify the Portfolios and the Trust
for any loss, injury, damage, expense or liability arising from or based upon any alleged or untrue
statement or representations made by Authorized Firm other than statements authorized by the Trust.
6. Compensation. In consideration of Authorized Firm’s provision of the services as
described in this Agreement, the Trust agrees, subject to the limitations of applicable law and
regulations, including rules of the National Association of Securities Dealers, Inc., to pay
Authorized Firm fees (“Service Fees”) at an annual rate of up to 0.15% of the average of the
aggregate net asset value of outstanding shares serviced by Authorized Firm, measured on each
business day during each month. Authorized Firm may, in turn, pay any or all of these fees to
service providers with whom it has entered into service agreements, with no recourse to or
liability on the part of the Trust or any Portfolio. The applicable portion of the Service Fees
will be paid by the Trust within 20 days following the end of each calendar quarter. The parties
acknowledge and agree that the Service Fees will be paid by the Trust on behalf of each Portfolio
and shall be paid for each Portfolio only so long as this Agreement is in effect.
The fee rate with respect to any Portfolio may be prospectively increased or decreased by the
Trust, in its sole discretion, at any time upon notice to Authorized Firm.
In addition, Authorized Firm will furnish to the Trust or its designees such information as
the Trust or its designees may reasonably request (including, without limitation, periodic
certifications confirming the rendering of services with respect to shares of the Portfolios as
described herein), and will otherwise cooperate with the Trust and its designees (including without
limitation, any auditors designated by the Trust), in the preparation of reports to the Trust’s
Board of Trustees concerning this Agreement and the monies paid or payable by the Trust pursuant
hereto, as well as any other reports or filings that may be required by law.
7. Term and Termination.
a. This Agreement is entered into by the Trust in accordance with the terms of the Services
Plan. Accordingly, unless sooner terminated, this Agreement will continue in effect until one year
from the date hereof and thereafter for successive annual periods, provided that such continuance
is specifically approved at least annually by votes of a majority of both (i) the Board of Trustees
of the Trust and (ii) those Trustees of the Trust who are not “interested persons” (as defined in
the Investment Company Act of 1940) and have no direct or indirect financial interest in the
operation of the Services
Plan or any agreements related to it (“Plan Trustees”), cast in person at a meeting called for the
purpose of voting on the Services Plan and such related agreements.
b. This Agreement may be terminated, with respect to a Portfolio, at any time without
the payment of any penalty, by vote of a majority of the Plan Trustees or by vote of a
majority of a Portfolio’s shares, on 30 days’ written notice. Notice of termination (or non-renewal) of the
Services Plan by the Trustees shall constitute a notice of termination of this Agreement.
c. This Agreement shall terminate automatically in the event of its assignment, as
defined in the 1940 Act.
8. Governing Law. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of California applicable to
agreements fully executed and to be performed therein, without regard to its conflicts of law
rules.
9. Limitation on Liability. The obligations of the Trust under this Agreement shall
only be binding upon the assets and property of the Trust, and shall not be binding upon any
Trustee, officer or shareholder of the Trust individually.
10. Exculpation: Indemnification.
a. The Trust shall not be liable to Authorized Firm and Authorized Firm shall not be
liable to the Trust except for acts or failures to act which constitute lack of good faith or
gross negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this
Agreement is intended to operate as a waiver by the Trust or by Authorized Firm of compliance with any
applicable federal or state law, rule, or regulation and the rules and regulations promulgated by the
National Association of Securities Dealers, Inc.
b. Authorized Firm will indemnify the Trust and hold it harmless from any claims or
assertions relating to the lawfulness of Authorized Firm’s participation in this Agreement and
the transactions contemplated hereby or relating to any activities of any persons serving as
officers or employees of Authorized Firm and performed in connection with the discharge of its
responsibilities under this Agreement. If any such claims are asserted, the Trust shall have the right to
manage its own defense, including the selection and engagement of legal counsel of its choosing, and all
costs of such defense shall be borne by Authorized Firm.
11. Notices. Each notice required by this Agreement shall be given in writing and
delivered personally or mailed by certified mail or courier service or sent by facsimile to the
party’s address identified on the signature page to this Agreement or such other address as each
party may by written notice provide to the other. A notice given pursuant to this section shall be
deemed to have been given immediately when delivered personally or by facsimile, three (3) days
after the date of certified mailing, and one (1) day after delivery by overnight courier service.
12. Complete Agreement. This Agreement contains the full and complete understanding of
the parties and supersedes all prior representations, promises, statements, arrangements,
agreements, warranties and understandings between the parties with respect to the subject matter
hereof, whether oral or written, express or implied.
13. Amendment. This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by each of the parties.
14. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized
officers as of the date and year first written above.
| PIMCO Variable Insurance Trust | ||||||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | Address for Notices: | ||||||
| Name: | Xxxxxx X. Xxxxxxxx | 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000 | ||||||
| Title: | Managing Director | Xxxxxxx Xxxxx, XX 00000 | ||||||
| Fax: (000) 000-0000 | ||||||||
 |
||||||||
| Xxxxxxx Xxxxx Life Insurance Company | ||||||||
| By: | /s/ Xxxxx X Xxxxxxxxxx | Address for Notices: | ||||||
| Name: | Xxxxx X Xxxxxxxxxx | 000 Xxxxxxxx Xxxxxxx | ||||||
| Title: | President | Xx. Xxxxxxxxxx, XX 00000 | ||||||
| Attn: Xxxxxx X. Xxxxxxxxx, Esq. | ||||||||
| Fax: (000-000-0000 | ||||||||
Schedule A
Portfolios of the PIMCO Variable Insurance Trust covered by this Agreement
Administrative Class
Total Return Portfolio
RealReturn Portfolio
CommodityRealReturn Strategy Portfolio
Low Duration Portfolio
