PACIFIC LIFE INSURANCE COMPANY (“INSURER”) and INVESCO AIM ADVISORS, INC. (“INVESCO AIM”)
(collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative
Services Agreement (the “Agreement”) dated as of December 1, 2008.
WHEREAS, INVESCO AIM is the investment adviser to AIM Variable Insurance Funds (the “Fund”);
and
WHEREAS, INVESCO AIM has entered into an amended Master Administrative Services Agreement with
the Fund (“Master Agreement”) pursuant to which it has agreed to provide, or arrange to provide,
certain administrative services, including such services as may be requested by the Fund’s Board of
Directors from time to time; and
WHEREAS, INSURER issues variable life insurance policies and/or variable annuity contracts
(collectively, the “Contracts”); and
WHEREAS, INSURER has entered into an amended participation agreement, dated December 1, 2008
(“Participation Agreement”) with the Fund, pursuant to which the Fund has agreed to make shares of
certain of its portfolios (“Portfolios”) available for purchase by one or more of INSURER’s
separate accounts or divisions thereof (each, a “Separate Account”), in connection with the
allocation by Contract owners of purchase payments to corresponding investment options offered
under the Contracts; and
WHEREAS, INSURER and INVESCO AIM expect that the Fund, and its Portfolios, can derive
substantial savings in administrative expenses by virtue of having one or more Separate Accounts of
INSURER each as a single shareholder of record of Portfolio shares, rather than having numerous
public shareholders of such shares; and
WHEREAS, INSURER and INVESCO AIM expect that the Fund, and its Portfolios, can derive such
substantial savings because INSURER performs the administrative services listed on Schedule A
hereto for the Fund in connection with the Contracts issued by INSURER; and
WHEREAS, INSURER has no contractual or other legal obligation to perform such administrative
services, other than pursuant to this Agreement and the Participation Agreement; and
WHEREAS, INSURER desires to be compensated for providing such administrative services; and
WHEREAS, INVESCO AIM desires that the Fund benefit from the lower administrative
expenses resulting from the administrative services performed by INSURER; and
WHEREAS, INVESCO AIM desires to retain the administrative services of INSURER and
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to
compensate INSURER for providing such administrative services;
(a) INSURER shall provide the administrative services set out in Schedule A hereto and made a
part hereof, as the same may be amended from time to time. For such services, INVESCO AIM agrees
to pay to INSURER a quarterly fee (“Quarterly Fee”) equal to a percentage of the average daily net
assets of the Fund attributable to the Contracts issued by INSURER (“INSURER Fund Assets”) at the
following annual rates:
Annual Rate
(b) INVESCO AIM shall calculate the Quarterly Fee at the end of each calendar quarter and
will make such payment to INSURER, without demand or notice by INSURER, within 30 days thereafter,
in a manner mutually agreed upon by the Parties from time to time.
(c) From time to time, the Parties shall review the Quarterly Fee to determine whether it
exceeds or is reasonably expected to exceed the incurred and anticipated costs, over time, of
INSURER. The Parties agree to negotiate in good faith a reduction to the Quarterly Fee as
necessary to eliminate any such excess or as necessary to reflect a reduction in the fee paid by
the Fund to INVESCO AIM pursuant to the Master Agreement.
Section 2. Nature of Payments.
The Parties to this Agreement recognize and agree that INVESCO AIM’s payments hereunder are
for administrative services only and do not constitute payment in any manner for investment
advisory services or for costs of distribution of Contracts or of Portfolio shares, and are not
otherwise related to investment advisory or distribution services or expenses. INSURER represents
and warrants that the fees to be paid by INVESCO AIM for services to be rendered by INSURER
pursuant to the terms of this Agreement are to compensate the INSURER for providing administrative
services to the Fund, and are not designed to reimburse or compensate INSURER for providing
administrative services with respect to the Contracts or any Separate Account.
Section 3. Term and Termination.
Any Party may terminate this Agreement, without penalty, on 60 days written notice to the
other Party. Unless so terminated, this Agreement shall continue in effect for so long as INVESCO
AIM or its successor(s) in interest, or any affiliate thereof, continues to perform in a similar
capacity for the Fund, and for so long as INSURER provides the services contemplated hereunder with
respect to Contracts under which values or monies are allocated to a Portfolio.
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Section 4. Amendment.
This Agreement may be amended upon mutual agreement of the Parties in writing.
Section 5. Notices.
All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered
PACIFIC LIFE INSURANCE COMPANY
700 Newport Center Drive Newport Beach, CA92660
Facsimile: (949) 219-6952
Attn: General Counsel
Invesco Aim Advisors, Inc.
11 Greenway Plaza, Suite 100 Houston, Texas77046
Facsimile: (713) 993-9185
Attention:
Section 6. Miscellaneous.
(a) Successors and Assigns. This Agreement shall be binding upon the Parties and
their transferees, successors and assigns. The benefits of and the right to enforce this Agreement
shall accrue to the Parties and their transferees, successors and assigns.
(b) Assignment. Neither this Agreement nor any of the rights, obligations or
liabilities of any Party hereto shall be assigned without the written consent of the other Party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be construed to give any
person or entity other than the Parties, as well as the Fund, any legal or equitable claim, right
or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the
Parties, as well as the Fund.
(d) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together constitute one and the same
instrument.
(e) Applicable Law. This Agreement shall be interpreted, construed, and enforced in
accordance with the laws of the State of Delaware without reference to the conflict of law
principles thereof.
(f) Severability. If any portion of this Agreement shall be found to be invalid or
unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder
shall not be affected thereby, but shall have the same force and effect as if the invalid or
unenforceable portion had not been inserted.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of first above
written.
PACIFIC LIFE INSURANCE COMPANY
By:
Name:
Title:
Assistant Vice President
Attest:
Name:
Title:
Corporate Secretary
INVESCO AIM ADVISORS, INC.
By:
Title:
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SCHEDULE A
ADMINISTRATIVE SERVICES FOR AIM VARIABLE INSURANCE FUNDS
INSURER shall provide certain administrative services respecting the operations of the Fund,
as set forth below. This Schedule, which may be amended from time to time as mutually agreed upon
by INSURER and INVESCO AIM, constitutes an integral part of the Agreement to which it is attached.
Capitalized terms used herein shall, unless otherwise noted, have the same meaning as the defined
terms in the Agreement to which this Schedule relates.
A. Records of Portfolio Share Transactions; Miscellaneous Records
1. INSURER shall maintain master accounts with the Fund, on behalf of each Portfolio, which
accounts shall bear the name of INSURER as the record owner of Portfolio shares on behalf of each
Separate Account investing in the Portfolio.
2. INSURER shall maintain a daily journal setting out the number of shares of each Portfolio
purchased, redeemed or exchanged by Contract owners each day, as well as the net purchase or
redemption orders for Portfolio shares submitted each day, to assist INVESCO AIM, the Fund and/or
the Fund’s transfer agent in tracking and recording Portfolio share transactions, and to facilitate
the computation of each Portfolio’s net asset value per share. INSURER shall promptly provide
INVESCO AIM, the Fund, and the Fund’s transfer agent with a copy of such journal entries or
information appearing thereon in such format as may be reasonably requested from time to time.
INSURER shall provide such other assistance to INVESCO AIM, the Fund, and the Fund’s transfer agent
as may be necessary to cause various Portfolio share transactions effected by Contract owners to be
properly reflected on the books and records of the Fund.
3. In addition to the foregoing records, and without limitation, INSURER shall maintain and
preserve all records as required by law to be maintained and preserved in connection with providing
administrative services hereunder.
B. Order Placement and Payment
1. INSURER shall determine the net amount to be transmitted to the Separate Accounts as a
result of redemptions of each Portfolio’s shares based on Contract owner redemption requests and
shall disburse or credit to the Separate Accounts all proceeds of redemptions of Portfolio shares.
INSURER shall notify the Fund of the cash required to meet redemption payments.
2. INSURER shall determine the net amount to be transmitted to the Fund as a result of
purchases of Portfolio shares based on Contract owner purchase payments and transfers allocated to
the Separate Accounts investing in each Portfolio. INSURER shall transmit net purchase payments to
the Fund’s custodian.
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C. Accounting Services
INSURER shall perform miscellaneous accounting services as may be reasonably requested from
time to time by INVESCO AIM, which services shall relate to the business contemplated by the
Participation Agreement between INSURER and the Fund, as amended from time to time. Such services
shall include, without limitation, periodic reconciliation and balancing of INSURER’s books and
records with those of the Fund with respect to such matters as cash accounts, Portfolio share
purchase and redemption orders placed with the Fund, dividend and distribution payments by the
Fund, and such other accounting matters that may arise from time to time in connection with the
operations of the Fund as related to the business contemplated by the Participation Agreement.
D. Reports
INSURER acknowledges that INVESCO AIM may, from time to time, be called upon by the Fund’s
Board of Trustees (“Board”), to provide various types of information pertaining to the operations
of the Fund and related matters, and that INVESCO AIM also may, from time to time, decide to
provide such information to the Board in its own discretion. Accordingly, INSURER agrees to
provide INVESCO AIM with such assistance as INVESCO AIM may reasonably request so that INVESCO AIM
can report such information to the Fund’s Board in a timely manner. INSURER acknowledges that such
information and assistance shall be in addition to the information and assistance required of
INSURER pursuant to the Fund’s mixed and shared funding SEC exemptive order, described in the
Participation Agreement.
INSURER further agrees to provide INVESCO AIM with such assistance as INVESCO AIM may
reasonably request with respect to the preparation and submission of reports and other documents
pertaining to the Fund to appropriate regulatory bodies and third party reporting services.
E. Fund-related Contract Owner Services
INSURER agrees to print and distribute, in a timely manner, prospectuses, statements of
additional information, supplements thereto, periodic reports and any other materials of the Fund
required by law or otherwise to be given to its shareholders, including, without limitation,
Contract owners investing in Portfolio shares, provided, that with respect to proxy materials,
INSURER shall bear the expenses associated with (i) text composition, printing, mailing,
distributing, and tabulating proxy materials, including voting instruction solicitation materials,
sent to policy owners with respect to proxy solicitations related to the Account or related to
matters requested by INSURER and agreed to by the Fund, (ii) making typesetting and other
customization changes to Fund proxy materials, which changes are requested by INSURER and agreed to
by the Fund, and (iii) mailing and distributing Fund proxy materials. INSURER further agrees to
provide telephonic support for Contract owners, including, without limitation, advice with respect
to inquiries about the Fund and each Portfolio thereof (not including information about
performance or related to sales), communicating with Contract owners about Fund (and Separate
Account) performance, and assisting with proxy solicitations, specifically with respect to
soliciting voting instructions from Contract owners.
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F. Miscellaneous Services
INSURER shall provide such other administrative support to the Fund as mutually agreed between
INSURER and INVESCO AIM or the Fund from time to time. INSURER shall, from time to time, relieve
the Fund of other usual or incidental administration services of the type ordinarily borne by
mutual funds that offer shares to individual members of the general public.
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Dates Referenced Herein and Documents Incorporated by Reference
