Contract
The terms and conditions of this Services Agreement between Pacific Investment Management
Company LLC (“PIMCO”) and Pacific Life Insurance Company, a Nebraska life insurance company (the
“Company”) are effective as of May 1, 2010.
WHEREAS, the Company, Allianz Global Investors Distributors LLC and PIMCO Variable Insurance
Trust (the “Trust”) have entered into a Fund Participation Agreement dated May 1, 2010, as may be
amended from time to time (the “Participation Agreement”), pursuant to which the Company, on behalf
of certain of its separate accounts (the “Separate Accounts”), purchases Advisor Class shares
(“Shares”) of certain Portfolios of the Trust, as set forth in Schedule A to the Participation
Agreement (“Portfolios”) to serve as an investment vehicle under certain variable annuity and/or
variable life insurance contracts (“Variable Contracts”) offered by the Company, which Portfolios
may be one of several investment options available under the Variable Contracts; and
WHEREAS, PIMCO recognizes that it will derive substantial savings in administrative expenses
by virtue of having a sole shareholder rather than multiple shareholders in connection with each
Separate Account’s investments in the Portfolios, and that in the course of soliciting applications
for Variable Contracts issued by the Company and in servicing owners of such Variable Contracts,
the Company will provide information about the Trust and its Portfolios from time to time, answer
questions concerning the Trust and its Portfolios, including questions respecting Variable Contract
owners’ interests in one or more Portfolios, and provide services respecting investments in the
Portfolios; and
WHEREAS, PIMCO wishes to compensate the Company for the efforts of the Company in providing
written and oral information and services regarding the Trust to Variable Contract owners; and
WHEREAS, the following represents the collective intention and understanding of the service
fee agreement between PIMCO and the Company.
NOW, THEREFORE, in consideration of their mutual promises, the Company and PIMCO agree as
follows:
1. Services. The Company and/or its affiliates agree to provide services (“Services”)
to owners of Variable Contracts including, but not limited to: 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’ votes in
the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies 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 to the Trust or Pacific
Investment Management Company (the administrator of the Portfolios) as may be reasonably requested.
2. Compensation. In consideration of the Services, PIMCO agrees to pay to the Company
a service fee at an annual rate equal to ( ) basis points (%) of the average daily value of the
Shares held in the Separate Accounts. 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 business day during the calendar month, and dividing by the total
number of business days during such month. 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.
3. Compliance with Laws. The Company agrees that:
(a) in performing its duties under this Agreement, the Company will 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; and
(b) the arrangements provided for in this Agreement, including the compensation arrangements
provided for in this agreement, will be timely disclosed, to the extent necessary or appropriate,
to Variable Contract owners.
4. Term. This Services Agreement shall remain in full force and effect for an initial
term of one year, and shall automatically renew for successive one year periods. This Services
Agreement may be terminated by either party hereto upon 30 days written notice to the other. This
Services Agreement shall terminate automatically upon the redemption of all Shares held in the
Separate Accounts, upon termination of the Participation Agreement, upon a material, unremedied
breach of the Participation Agreement, as to a Portfolio upon termination of the investment
advisory agreement between the Trust, on behalf of such Portfolio, and PIMCO, or upon assignment of
the Participation Agreement by either the Company or PIMCO. Notwithstanding the termination of this
Services Agreement, PIMCO will continue to pay the service fees in accordance with paragraph 2 so
long as net assets of the Separate Accounts remain in a Portfolio, provided such continued payment
is permitted in accordance with applicable law and regulation.
5. Amendment. This Services Agreement may be amended only in writing with the consent
of both parties. In this regard, this Agreement may be amended by PIMCO (but not by the Company)
at any time by mailing a copy of a written amendment to the Company. In the absence of written
objection to such amendment, continued performance by the Company under this Agreement shall
constitute Company’s consent to such written amendment.
6. Effect on Other Terms, Obligations and Covenants. Nothing herein shall amend,
modify or supersede any contractual terms, obligations or covenants among or between any of
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the
Company, PIMCO or the Trust previously or currently in effect, including those contractual terms,
obligations or covenants contained in the Participation Agreement.
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In witness whereof, the parties have caused their duly authorized officers to execute this
Services Agreement.
| PACIFIC INVESTMENT MANAGEMENT COMPANY LLC | ||||||
| /s/ Xxxxx X. Xxxxxxx | ||||||
| By: | Xxxxx X. Xxxxxxx | |||||
| Title: | Executive Vice President | |||||
| Date: | 4/26/2010 | |||||
| PACIFIC LIFE INSURANCE COMPANY | ||||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||||
| By: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Assistant Vice President | |||||
| Date: | ||||||
| Attest: | /s/ Xxxxxx X. Xxxxx | |||||
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