March 10, 2008 Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 Ladies and Gentlemen: We the undersigned AllianceBernstein Investments, Inc. (“ABI”), herewith confirm our agreement with you as follows:
Exhibit
8(g)
March 10, 2008
Pacific Life Insurance Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
We the undersigned AllianceBernstein Investments, Inc. (“ABI”), herewith confirm our agreement
with you as follows:
1. We hereby agree that you will provide certain administrative services respecting the
operations of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) as described on
Schedule A attached hereto.
It is understood that you will from time to time employ, or associate with yourselves, such
persons as you believe to be particularly fitted to assist you in the execution of your duties
hereunder, the compensation of such persons, and all other expenses in connection with the
performance of your duties hereunder, to be paid by you. No obligation may be incurred on our
behalf or on behalf of the Fund in any such respect.
During the continuance of this agreement you will furnish us without charge such
administrative assistance and such office facilities as you may believe appropriate or as we may
reasonably request, subject to the requirements of any regulatory authority to which you may be
subject. Subject to our prior consent, you may, at your expense, retain other persons or firms,
which may include affiliates, to assist you in carrying out your administrative and clerical
obligations hereunder.
2. You will bear all expenses in connection with the performance of your services under this
agreement.
3. In consideration of the foregoing, we will pay you a fee on a quarterly basis, in arrears,
as described in Schedule B attached hereto and made a part hereof. Upon any termination of this
agreement before the end of any quarter during which you acted under this agreement, such fees will
be prorated according to the proportion which the period bears to the full quarter and will be
payable upon the date of termination of this agreement.
4. This agreement shall become effective as of the date written above and shall remain in
effect unless specifically terminated as provided below.
5. This agreement may be terminated at any time, without the payment of any penalty, by mutual
agreement of the
parties in writing. This agreement will terminate automatically upon the termination of the
Participation Agreement, dated as of March 10, 2008, among Pacific Life Insurance Company, a
Nebraska insurance company, Pacific Select Distributors, Inc., a California Corporation,
AllianceBernstein L.P., a Delaware limited partnership, and ABI.
6. This agreement may not be transferred, assigned, sold in any manner, hypothecated or
pledged by either party without the prior written consent of the other party, which consent shall
not be unreasonably withheld or delayed. This agreement shall terminate automatically in the event
of any such transfer, assignment, sale, hypothecation or pledge by either party if prior written
consent was not received.
7. You agree that all records which you maintain for us are our property and you will
surrender them to us promptly upon our request.
If the foregoing is in accordance with your understanding, will you kindly so indicate by
signing and returning to us the enclosed copy hereof.
Very truly yours, ALLIANCEBERNSTEIN INVESTMENTS, INC. |
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By: |
Accepted: PACIFIC LIFE INSURANCE COMPANY |
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By: | ||||
Name: | ||||
Title: | Assistant Vice President | |||
Attest: | ||||
Corporate Secretary | ||||
SCHEDULE A
ADMINISTRATIVE SERVICES FOR
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
Pacific Life Insurance Company (the “Insurer”) shall provide certain administrative services
respecting the operations of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), as
set forth below. This Schedule may be amended from time to time as mutually agreed upon by the
Insurer and ABIRM.
Maintenance of books and records
• | Maintain an inventory of shares purchased to assist the Fund’s transfer agent in recording issuance of shares. | ||
• | Perform miscellaneous accounting services to assist transfer agent in recording transfers of shares (via net purchase and redemption orders). | ||
• | Reconciliation and balancing of the Insurer’s separate account at the Fund level in the general xxxxxx and reconciliation of cash accounts at general account. |
Purchase orders
• | Determination of net amount of cash flow into the Fund. | ||
• | Reconciliation and notification to Fund of net purchase orders (wire) and confirmation thereof. |
Redemption orders
• | Determination of net amount required for redemptions by Fund. | ||
• | Reconciliation and notification to Fund of cash required for net redemption orders and confirmation thereof. |
Reports
• | Periodic information reporting to the Fund. |
Fund-related contract owner services
• | Telephonic support for contract owners with respect to inquiries about the Fund (not including information about performance or related to sales). | ||
• | Assistance with Fund proxy solicitations, specifically with respect to soliciting voting instructions from contract owners. |
Other administration support
• | Sub-accounting services. | ||
• | Providing other administrative support to the Fund as mutually agreed between the Insurer and the Fund from time to time. | ||
• | Relieving the Fund of other usual or incidental administration services provided to individual shareholders. | ||
• | Preparation of reports to third party reporting services. |
SCHEDULE B
AllianceBernstein Investments, Inc. will pay Pacific Life Insurance Company (“Insurer”) a quarterly
Servicing Fee as follows:
I. | For Contracts funded by Class B shares: | |
at an annual rate of % of the average daily net assets of each Portfolio attributable to Contracts funded by Class B shares issued by Insurer. Insurer acknowledges that some part of the payment may be for distribution related services and may represent payments under the Class B distribution plans. |