SERVICES AGREEMENT
Exhibit
(8)(ggg)
EXECUTION VERSION
The terms and conditions of this Services Agreement between Pacific Investment Management
Company (“PIMCO”) and Xxxxxxx Xxxxx Life Insurance Company (the “Company”), are effective as of
December 28, 2007
WHEREAS, the Company, Allianz Global Investors Distributors LLC (formerly known as PIMCO Funds
Distributors LLC) and PIMCO Variable Insurance Trust (the “Trust”) have entered into a Fund
Participation Agreement dated April 3, 2000, 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 shares (“Shares”) of certain Portfolios of the Trust
(“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 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 the Portfolios; delivery of current Trust prospectuses, reports, notices, proxies and proxy
statements and other informational materials; facilitation of the tabulation of Variable Contract
owners’ instructions in the event of a Trust shareholder vote; maintenance of Variable Contract
records reflecting Shares purchased and redeemed and Share balances, and the conveyance of that
information on a net basis to the Trust or PIMCO as may be reasonably requested; provision of
support services, including providing information about the Trust and its Portfolios and answering
questions concerning the Trust and its Portfolios, including questions respecting Variable
Contract owners’ interests in one or more Portfolios; and provision of other services as may be
agreed upon from time to time.
2. Compensation. In consideration of the Services, PIMCO agrees to pay to the Company
service fees according to the rates listed on Schedule A to this Agreement, of the average daily
value of the Shares held by eligible Separate Accounts of the Company and ML Life Insurance
Company of New York. Such payments will be made monthly in arrears. For purposes of computing the
payment to the Company under this Section 2, the average daily value of Shares held in the
Separate Accounts over a monthly period shall be computed by totaling such
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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 Section 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. 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 90 days prior 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, 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.
4. Amendment. This Services Agreement may be amended only upon mutual agreement of
the parties hereto in writing.
5. 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 the Company, PIMCO or the Trust previously or currently in effect, including those
contractual terms, obligations or covenants contained in the Participation Agreement.
In witness whereof, the parties-have caused their duly authorized officers to execute this
Services Agreement.
| PACIFIC INVESTMENT MANAGEMENT COMPANY LLC | ||||||||
 |
||||||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||
| Name: | Xxxxxx X. Xxxxxxxx | |||||||
| Title: | Managing Director | |||||||
| XXXXXXX XXXXX LIFE INSURANCE COMPANY | ||||||||
| By: | /s/ Xxxxx X Xxxxxxxxxx | |||||||
| Name: | Xxxxx X Xxxxxxxxxx | |||||||
| Title: | President | |||||||
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SCHEDULE A
| Xxxxxxx Xxxxx | Fee | Effective | ||
Retirement Plus Advisor
(“RPA”) Program Assets
in Total Return
Portfolio
|
15 bps | January 1, 2002 | ||
Total Return Portfolio
|
Less than $75mm = 10bps | January 1, 2002 | ||
| $75mm to $250mm = 12bps | ||||
| $250mm and over = 15bps | ||||
Real Return Portfolio
|
15 bps | March 4, 2005 | ||
CommodityRealReturn Strategy Portfolio |
20 bps | March 4, 2005 |
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