AMENDMENT NO. 1 PARTICIPATION AGREEMENT
AMENDMENT NO. 1
The Participation Agreement (the “Agreement”), dated as of December 1, 2008, by and among AIM
Variable Insurance Funds (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“INVESCO
AIM”), Pacific Life & Annuity Company, an Arizona life insurance company (“LIFE COMPANY”), on its
behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, and Pacific
Select Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the
contract (“UNDERWRITER”). The parties now desire to further amend the Agreement by this amendment
(the “Amendment”) which shall take effect May 1, 2012.
WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable
Insurance Funds (Invesco Variable Insurance Funds) and Invesco Aim Distributors, Inc. was renamed
Invesco Distributors, Inc.
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. | All references to AIM Variable Insurance Funds are hereby deleted and replaced with AIM
Variable Insurance Funds (Invesco Variable Insurance Funds); |
|
| 2. | All references to Invesco Aim Distributors, Inc. are hereby deleted and replaced with Invesco
Distributors, Inc. and |
|
| 3. | Schedule A of the Agreement is deleted and replaced in its entirety with the Schedule A
attached hereto. |
|
| 4. | All other terms and provisions of the Agreement not amended herein shall remain in full force
and effect. |
Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of January 20,
2012.
| AIM VARIABLE INSURANCE FUNDS | ||||||||
| (INVESCO VARIABLE INSURANCE FUNDS) | ||||||||
Attest: Name: |
/s/ Xxxxxxx Xxxxxxx
|
By: Name: |
/s/ Xxxx X. Xxxx
|
|||||
Title:
|
Assistant Secretary | Title: | Senior Vice President | |||||
| INVESCO DISTRIBUTORS, INC. | ||||||||
Attest: Name: |
/s/ Xxxxxxx Xxxxxxx
|
By: Name: |
/s/ Xxxx X. Xxxxxx
|
|||||
Title:
|
Assistant Secretary | Title: | President | |||||
| PACIFIC LIFE & ANNUITY COMPANY | ||||||||
Attest: Name: |
/s/ Xxxx X. Xxx
|
By: Name: |
/s/ Xxxx X. Xxxxxxxx
|
|||||
Title:
|
Corporate Secretary | Title: | Assistant Vice President | |||||
| PACIFIC SELECT DISTRIBUTORS INC. | ||||||||
Attest: Name: |
/s/ Xxxx X. Xxx
|
By: Name: |
/s/ Xxxxxx X. Xxxxxx
|
|||||
Title:
|
Corporate Secretary | Title: | Chief Executive Officer | |||||
- 2 -
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
All SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE
INSURANCE FUNDS)
SEPARATE ACCOUNTS UTILIZING THE FUNDS
ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS
CONTRACT FUNDERD BY THE SEPARATE ACCOUNTS
ALL CONTRACTS FUNDED BY THE SEPARATE
