PIMCO VARIABLE INSURANCE TRUST SERVICES AGREEMENT
PIMCO
VARIABLE INSURANCE TRUST
This
Agreement is made as of March 28, 2002, between PIMCO Variable Insurance Trust
(the “Trust”) and Nationwide Life Insurance Company and Nationwide Life and
Annuity Insurance Company (“Authorized Firm”), life insurance companies
providing variable annuity and variable life and other life insurance
products.
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 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, life insurance companies, 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.
W
I T N E S S E T H:
The
Trust
and Authorized Firm agree as follows:
1. Appointment. The
Trust hereby authorizes Authorized Firm or its designee to provide
certain administrative, recordkeeping and investor services to 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 or its designee agree 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’ 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; 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 investors’ interests in one or
more Portfolios; provision and administration of insurance features for the
benefit of investors in connection with the Portfolios, which may include fund
transfers, dollar cost averaging, asset allocation, portfolio rebalancing,
, and
pre-authorized deposits and withdrawals; receiving, aggregating and forwarding
purchase and redemption orders; acting as the nominee for investors; maintaining
account records and providing investors with account statements; processing
dividend payments; issuing investor reports and transaction confirmations;
providing subaccounting services; general account administration activities;
and
providing such similar services as the Trust may reasonably request to the
extent the Authorized Firm or its designee 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. Sales
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, reasonable quantities of
supplemental sales literature, explanatory materials and additional information
as issued.
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 [X.XX%] 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 month. 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 so long as
assets of the Authorized Firm’s separate accounts remain in the Portfolios,
provided such continued payment is permitted in accordance with applicable
law
and regulation.
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 Distribution
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 reasonable costs of such defense shall be
borne
by Authorized Firm.
(c) The
Trust
will indemnify the Authorized Firm and hold it harmless from any claims or
assertions relating to the lawfulness of the Trust’s participation in this
Agreement and the transactions contemplated hereby or relating to any activities
of any persons serving as officers or employees of the Trust and performed
in
connection with the discharge of its responsibilities under this
Agreement. If any such claims are asserted, the Authorized
Firm shall have the right to manage its own defense, including the
selection and engagement of legal counsel of its choosing, and all reasonable
costs of such defense shall be borne by the Trust.
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.
C:\Documents
and Settings\townsed2\Desktop\FPA's work in progress\rev'd PIMCO VIT
Services
Agreement.doc 09/26/2007 4:55 PM
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: Address
for Notices:
Name: Xxxxxxx
X.
Xxxxxxx 000 Xxxxxxx Xxxxxx Xxxxx,
Xxxxx
000
Title: Senior
Vice
President Xxxxxxx Xxxxx, XX 00000
Fax: (000)
000-0000
Authorized
Firm
By: Address
for Notices:
Name: [Xxxxxxx
X.
Xxxxxx] One Nationwide Plaza
Title:V.P.
Investment & Advisory Services
1-09-V3
Xxxxxxxx,
Xxxx 00000
Attention:
Securities
Officer
FAX:
(000) 000-0000
C:\DOCS.3031473.DOC
- -
AMENDMENT
NO. 1 TO PIMCO VARIABLE INSURANCE TRUST
This
Amendment No. 1 to the PIMCO Variable Insurance Trust Services Agreement dated
March 28, 2002, between PIMCO Variable Insurance Trust (the “Trust”) and
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company (“Authorized Firm”) is effective as of __January 1,
2003___. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Agreement.
WHEREAS,
the Trust and Authorized Firm entered into the Agreement to provide for certain
administrative, record keeping and investor services for customers of the
Authorized Firm that invest in the Portfolios of the Trust;
NOW,
THEREFORE, in consideration of their mutual promises, the Trust and Authorized
Firm acting pursuant to Section 13 of the Agreement, agree as
follows:
|
|
1. Nationwide
Life Insurance Company of America and Nationwide Life and Annuity
Company
of America are hereby added as additional parties to the
Agreement.
|
|
|
2.
|
All
references to the “Company” in the original agreement shall now include
Nationwide Life Insurance Company of America and Nationwide life
and
Annuity Company of America (hereafter collectively the “Authorized
Firm”).
|
|
|
3.
|
Section
15 is added as follows:
|
Termination
of Prior Agreements. The parties agree that by this Amendment the
following Agreements are superseded and replaced:
|
·
|
The
PIMCO Variable Insurance Trust Services Agreement between Nationwide
Life
Insurance Company of America (fna Provident Mutual Life Insurance
Company)
and PIMCO Variable Insurance Trust dated June 1, 2001 and assigned
on or
about October 1, 2002; and
|
|
·
|
The
PIMCO Variable Insurance Trust Servies Agreement between Nationwide
Life
and Annuity Company of America (fna Providentmutual Life and Annuity
Company of America) and PIMCO Variable Insurance Trust dated April
1, 2001
and assigned on or about October 1,
2002.
|
|
|
4.
|
The
Agreement, as amended, is and shall remain in full force and effect
until
terminated pursuant to the terms of the
Agreement.
|
This
Amendment No. 1 may be executed simultaneously in two or more counterparts,
each
of which taken together shall constitute one and the same
instrument.
PIMCO
Variable Insurance Trust
By: _________________________ Address
for Notices:
Name: ____Jeffrey
M.
Sargent___ 000
Xxxxxxx Xxxxxx Xxxxx
Title: __Senior
Vice
President____ Xxxxxxx
Xxxxx, XX 00000
Fax: (000)
000-0000
AUTHORIZED
FIRM:
Nationwide
Life Insurance Company
Nationwide
Life and Annuity Insurance Company
By: __________________________
Name: ___[Xxxxxxx
X. Xxxxxx]____
Title: __Vice
President___________
Nationwide
Life Insurance Company of America
Nationwide
Life and Annuity Company of America
By: __________________________
Name: ____[Xxxxx
X. Xxxxxxxx]____
Title: ___V.
P. & Asst. Secretary___
Address
for Notices:
Xxx
Xxxxxxxxxx Xxxxx
0-00-X0
Xxxxxxxx,
Xxxx 00000
Attention: Securities
Officer
FAX: (000)
000-0000
