Attn: Anthony J. Dufault
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach,
CA 92660
Dear Mr. Dufault:
As you know, we have entered into a participation agreement among Van Kampen Life Investment Trust
(the
“Fund”), Van Kampen Funds Inc., Van Kampen Asset Management and Pacific Life Insurance Company
(the
“Company”), dated
December 1, 2008, as may be amended from time to time (the
“Participation
Agreement”), providing for the purchase by the Company of shares of certain series of the Fund
(
“Portfolios”) on behalf of its separate account(s) to fund certain variable life and annuity
contracts (
“Contracts”), each as specified in the Participation Agreement.
As consideration for various fund-related administrative services that the Company will provide in
connection with the issuance of the Contracts (“Administrative Services”), we will pay to the
Company, during the term of the Participation Agreement, an annual fee of % of the average daily
net assets invested in Class II Shares of the then offered Portfolios under the Contracts
identified in the Participation Agreement (excluding all assets received during the guarantee (free
look) periods from Contract holders that exercise their free look rights under the Contracts). We
acknowledge that the Administrative Services to be provided by the Company (such as shareholder
communication, record keeping and postage expenses) are ones for which we, or our affiliates, as
investment adviser and administrator to the Fund, would otherwise bear the cost directly.
Payment will be made on a quarterly basis during the month following the end of each calendar
quarter and shall be prorated for any portion of such period during which this letter agreement is
in effect for less than the full quarter. The fee will be calculated based on the average daily
net assets invested in Class II Shares of the applicable Portfolio(s) under the Contracts over a
calendar quarter (which shall be computed by totaling daily balances during the quarter and
dividing such total by the actual days in the quarter).
Pacific Life Insurance Company
Page 2
The Company represents and agrees that it will maintain and preserve all records as required by law
to be maintained and preserved in connection with providing the Administrative Services, and will
otherwise comply with all laws, rules and regulations applicable to such services. The Company
further agrees to provide copies of any such records maintained and preserved, as reasonably
requested by us or our representatives, to enable us or the Fund to monitor and review the
Administrative Services provided by the Company, or comply with any request of the Board of the
Fund, or a governmental body or a self-regulatory organization.
This letter agreement may be executed simultaneously in counterparts, each of which taken together
shall constitute one and the same instrument. In addition, this letter agreement may be amended
only upon mutual consent of the parties hereto in writing and will terminate: (i) upon mutual
agreement of the parties hereto, (ii) upon thirty (30) days advance written notice by either party
delivered to the other party, or (iii) automatically upon the termination of the Participation
Agreement.
If you agree to the foregoing, please sign the enclosed copies of this letter and return them to at
Morgan Stanley Investment Management, 522 Fifth Avenue, 19
th Floor,
New York,
New York
10036.
Sincerely,
Van Kampen Asset Management
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By:
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Name: |
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Title: Managing Director
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AGREED and ACCEPTED:
Pacific Life Insurance Company
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By:
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Attest: |
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Name:
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Name: |
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Title:
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Assistant Vice President
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Title:
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Corporate Secretary |
