PACIFIC LIFE INSURANCE COMPANY (“INSURER”), AMERICAN CENTURY INVESTMENT SERVICES, INC.
(“DISTRIBUTOR” and AMERICAN CENTURY SERVICES, LLC (“TRANSFER AGENT” and collectively with
DISTRIBUTOR “AMERICAN CENTURY”) mutually agree to the arrangements set forth in this Administrative
Services Agreement (the “Agreement”) dated as of May 1, 2012. INSURER AND AMERICAN CENTURY shall
be collectively referred to as the “Parties.”
WHEREAS, DISTRIBUTOR is the Distributor for and TRANSFER AGENT is the transfer agent of the
American Century Variable Portfolios, Inc. and American Century Variable Portfolios II, Inc.
investment companies (collectively, the “Fund”), each of which is an investment company registered
under the Investment Company Act of 1940; and
WHEREAS, INSURER issues variable life insurance policies and/or variable annuity contracts
(collectively, the “Contracts”); and
WHEREAS, INSURER has entered into a participation agreement, dated May 1, 2012 (“Participation
Agreement”) with AMERICAN CENTURY, pursuant to which the DISTRIBUTOR has agreed to make shares of
the Fund’s portfolios set forth on Schedule A (“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 AMERICAN CENTURY 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 AMERICAN CENTURY expect that TRANSFER AGENT, can derive such substantial
savings because INSURER performs the administrative services listed on Schedule B hereto for the
Fund and its Portfolios 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
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WHEREAS, AMERICAN CENTURY desires that TRANSFER AGENT benefit from the lower administrative
expenses related to the Fund and the Portfolios resulting from the administrative services
performed by INSURER; and
WHEREAS, AMERICAN CENTURY desires to retain the administrative services of INSURER and 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, TRANSFER AGENT
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
0.15%
(b) TRANSFER AGENT 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.
Section 2. Nature of Payments.
The Parties to this Agreement recognize and agree that TRANSFER AGENT’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 TRANSFER AGENT 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.
Notwithstanding the Foregoing, INSURER acknowledges that certain of the Portfolios have
adopted distribution plans pursuant to which DISTRIBUTOR, on behalf of each such Portfolio, will
pay a service fee to dealers in accordance with the provisions of such Portfolios’ distribution
plans. The service fee is paid as additional consideration for all personal services, account
maintenance services and/or Distribution Services provided by the agent of record to shareholders
of the applicable Portfolio. The provisions and terms of these Portfolios’ distribution plans are
described in their respective Prospectuses, and the INSURER hereby agrees that DISTRIBUTOR has made
no representations with respect to the distribution plans of such Portfolios in addition to, or
conflicting with, the description set forth in their respective Prospectuses. The fee for each
class of Shares will be set by DISTRIBUTOR based on the relevant distribution plans. Any such fee
shall be paid only to the agent of record pursuant to Distributor’s
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records, whether that agent is
the INSURER or another entity. Only one agent may be designated as the agent of record on any
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 AMERICAN
CENTURY or its successor(s) in interest, or any affiliate thereof, continues to perform in similar
capacities 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.
Notwithstanding the foregoing, the Parties agree that this Agreement shall terminate automatically
upon the termination of the Participation Agreement.
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
AMERICAN CENTURY INVESTMENT SERVICES, INC.
AMERICAN CENTURY SERVICES, LLC
4500 Main Street Kansas City, MO64111
Facsimile: (816) 340-4964
Attention: General Counsel
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
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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) 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: Jose T. Miscolta
Title: Assistant Vice President
Attest:
Name: Jane M. Guon
Title: Corporate Secretary
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By:
Cindy A. Johnson
Title: Vice President
AMERICAN CENTURY SERVICES, LLC
By:
Title:
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SCHEDULE A
PORTFOLIOS
All Class II shares of the American Century VP Mid Cap Value Fund
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SCHEDULE B
ADMINISTRATIVE SERVICES
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 AMERICAN CENTURY, 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 records setting out the number of shares of each Portfolio
purchased, redeemed or exchanged by Contract owners, as well as the net purchase or
redemption orders for Portfolio shares submitted each day, to assist AMERICAN CENTURY
in tracking and recording Portfolio share transactions, and to facilitate the
computation of each Portfolio’s net asset value per share. INSURER shall provide such
other assistance to AMERICAN CENTURY 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 AMERICAN CENTURY, 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 AMERICAN CENTURY may, from time to time, be called upon by the
Fund’s Board of Directors (“Board”), to provide various types of information pertaining to the
operations of the Fund and related matters, and that AMERICAN CENTURY also may, from time to time,
decide to provide such information to the Board in its own discretion. Accordingly, INSURER agrees
to provide AMERICAN CENTURY with such assistance as AMERICAN CENTURY may reasonably request so that
AMERICAN CENTURY 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 AMERICAN CENTURY with such assistance as AMERICAN CENTURY
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 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 Contract owners investing in Portfolio shares. INSURER further
agrees to provide telephonic support for Contract owners, including, without limitation, 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 where appropriate.
F. Miscellaneous Services
INSURER shall provide such other administrative support to the Fund as mutually agreed
between INSURER and AMERICAN CENTURY 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
