SERVICE CONTRACT
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
To Fidelity Distributors Corporation:
We desire to enter into a Contract with you for activities in connection with (i) the distribution
of shares of the portfolios of Variable Insurance Products Fund, Variable Insurance Products Fund
II and Variable Insurance Products Fund III (collectively, the “Funds”) of which you are the
principal underwriter as defined in the Investment Company Act of 1940 (the “Act”) and for which
you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of
shares of the Funds and existing and prospective holders of Variable Products (as defined below).
The terms and conditions of this Contract are as follows:
1. We shall provide distribution and certain shareholder services for our clients who own or are
considering the purchase of variable annuity contracts or variable life insurance policies for
which shares of the Funds are available as underlying investment options (“Variable Products”),
which services may include, without limitation, answering questions about the Funds from owners of
Variable Products; receiving and answering correspondence (including requests for prospectuses and
statements of additional information for the Funds); performing sub-accounting with respect to
Variable Products’ values allocated to the Funds; preparing, printing and distributing reports of
values to owners of Variable Products who have contract values allocated to the Funds; printing and
distributing prospectuses, statements of additional information, any supplements to prospectuses
and statements of additional information, and shareholder reports; preparing, printing and
distributing marketing materials for Variable Products; assisting customers in completing
applications for Variable Products and selecting underlying mutual fund investment options;
preparing, printing and distributing subaccount performance figures for subaccounts investing in
Fund shares; and providing other reasonable assistance in connection with the distribution of Fund
shares to insurers.
2. We shall provide such office space and equipment, telephone facilities and personnel (which may
be all or any part of the space, equipment and facilities currently used in our business, or all or
any personnel employed by us) as is necessary or beneficial for us to provide information and
services to existing and prospective owners of Variable Products, and to assist you in providing
services with respect to Variable Products.
3. We agree to indemnify and hold you, the Funds, and the agents and affiliates of each, harmless
from any and all direct or indirect liabilities or losses resulting from requests, directions,
actions or inactions, of or by us or our officers, employees or agents in carrying out our
obligations under this Service Contract. Such indemnification shall survive the termination of this
Contract.
Neither we nor any of our officers, employees or agents are authorized to make any
representation concerning Fund shares except those contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund, or in sales
literature or other promotional material approved by the Fund or its designee or by you, except
with the permission of the Fund or you or the designee of either.
4. In consideration of the services and facilities described herein, we shall be entitled to
receive, and you shall pay or cause to be paid to us, fees at an annual rate as set forth on the
accompanying fee schedule. We understand that the payment of such fees has been authorized pursuant
to, and shall be paid in accordance with, a Distribution and Service Plan approved by the Board of
Trustees of the applicable Fund, by those Trustees who are not “interested persons” of the Fund (as
defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of
the Distribution and Service Plan or in any agreements related to the
Distribution and Service Plan (“Qualified Trustees”), and by shareholders of such class; and that such fees are subject to change
during the term of this Contract and shall be paid only so long as this Contract is in effect. We
also understand and agree that, notwithstanding anything to the contrary, if at any time payment of
all such fees would, in your reasonable determination, conflict with the limitations on sales or
service charges set forth in Section 2830(d) of the NASD Conduct Rules, then such fees shall not be
paid; provided that in such event each Fund’s Board of Trustees may, but is not required to,
establish procedures to pay such fees, or a portion thereof, in such manner and amount as they
shall deem appropriate.
Page 1 of 3
5. We agree to conduct our activities in accordance with any applicable federal or state laws and
regulations, including securities laws and any obligation thereunder to disclose to our clients the
receipt of fees in connection with their investment in Variable Products.
6. This Contract shall continue in force for one year from the effective date (see below), and
thereafter shall continue automatically for successive annual periods, provided such continuance is
specifically subject to termination without penalty at any time if a majority of each Fund’s
Qualified Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act)
of the applicable class vote to terminate or not to continue the Distribution and Service Plan.
Either of us also may cancel this Contract without penalty upon telephonic or written notice to the
other; and upon telephonic or written notice to us, you may also amend or change any provision of
this Contract. This Contract will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
7. All communications to you shall be sent to you at your offices, 82 Devonshire Street,
Boston,
MA
02109. Any notice to us shall be duly given if mailed or telegraphed to us at the address shown in
this Contract.
8. This Contract shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
Very truly yours,
|
|
|
| For: |
|
Pacific Select Distributors, Inc. |
Name of Qualified Recipient (NASD Member Firm)
| |
|
|
|
|
|
An affiliate of
|
|
Pacific Life Insurance Company
|
|
|
|
|
Insurance Company Name(s) |
|
|
Street
City State Zip Code
Date:
FIDELITY DISTRIBUTORS CORPORATION
| |
|
|
|
|
By: |
|
|
|
|
|
|
|
|
|
Eric D. Roiter |
|
|
|
Senior Vice President and General Counsel |
|
NOTE: Please return TWO signed copies of this Service Contract to Fidelity Distributors
Corporation. Upon acceptance, one countersigned copy will be returned to you.
For Internal Use Only:
Effective Date:
Page 2 of 3
FEE SCHEDULE FOR QUALIFIED RECIPIENTS
Variable Insurance Products Fund — All Portfolios
Variable Insurance Products Fund II — All Portfolios
Variable Insurance Products Fund III — All Portfolios
(1) Those who have signed the Service Contract and who render distribution, administrative
support and recordkeeping services as described in paragraph 1 of the Service Contract will
hereafter be referred to as “Qualified Recipients.”
(2) A Qualified Recipient providing services pursuant to the Service Contract will be paid a
monthly fee at an annualized rate of: (a) 10 basis points of the average aggregate net assets of
its clients invested in Service Class shares of the Funds listed above; plus (b) 25 basis points of
the average aggregate net assets of its clients invested in Service Class 2 shares of the Funds
listed above.
(3) In addition, a Qualified Recipient providing services pursuant to the Service Contract
will be paid a quarterly fee at an annualized rate of
| |
• |
|
0.0010 (i.e., 10 bp annual rate) multiplied by Average VIP Assets, if
Average VIP Assets are less than or equal to $350M; or |
| |
| |
• |
|
an amount equal to (A) 0.0010 multiplied by $350 million plus (B)
0.0015 (i.e, 15 bp annual rate) multiplied by Average VIP Assets in
excess of $350 million |
multiplied, in any case, by the number of calendar days in the subject quarter and divided by the
number of calendar days in the year. “Average VIP Assets” means the average aggregate net assets of
Qualified Recipient’s clients invested in shares of the Funds referenced above, excluding the Money
Market and Index 500 Portfolios during the subject quarter.
Page 3 of 3
