NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 12th day of
January, 2011, and effective as of the Effective Date (as defined below), by and among Allianz
Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO
Variable Insurance Trust (the “Fund”) and Pacific Life Insurance Company (the
“Company”).
WHEREAS, AGID has served as the principal underwriter for the Fund and its several series of
shares (each a “Portfolio”) pursuant a Distribution Contract with the Fund;
WHEREAS, AGID, the Fund and the Company have entered into a Participation Agreement, as
amended (or amended and restated) through the date hereof (the “Participation Agreement”),
pursuant to which AGID has made available for purchase by the Company, on behalf of segregated
asset accounts of the Company, shares of the Portfolios and performs various other functions;
WHEREAS, as of the date of this Novation of and Amendment to Participation Agreement first
written above, PI either will in the future replace or has already replaced AGID as the principal
underwriter for the Fund by entering into a distribution agreement with the Fund that will take
effect (or previously took effect) immediately following the termination of the existing
Distribution Contract between AGID and the Fund (the “Effective Date of Change of Fund
Distributor” as used herein shall mean the date as of which such distribution agreement between
PI and the Fund takes or took effect, and “Effective Date” as used herein shall mean the
date that is the later of (i) the date of this Novation of and Amendment to Participation Agreement
first written above and (ii) the Effective Date of Change of Fund Distributor);
WHEREAS, the Company, the Fund, AGID and PI desire that PI be substituted for AGID as a party
for all purposes under the Participation Agreement effective as of the Effective Date pursuant to a
novation by AGID to PI as specified herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration
is full and complete, the Company, the Fund, AGID and PI hereby agree as follows:
I. Novation. Subject to the terms and conditions contained herein, (i) AGID hereby
irrevocably novates and transfers to PI all of AGID’s rights, title and interests and duties,
liabilities and obligations under the Participation Agreement so as to substitute PI for AGID as a
party to the Participation Agreement for all purposes as of the Effective Date (the
“Novation”), (ii) PI hereby irrevocable accepts such rights, title and interests and
assumes such duties, liabilities and obligations from AGID under the Participation Agreement as of
the Effective Date and releases AGID from all such duties, liabilities and obligations thereunder
which would otherwise be required or occur on and after the Effective Date, (iii) the Company and
the Fund hereby consent to such Novation for all purposes, and (iv) the Company and the Fund hereby
irrevocably release AGID from all of its duties, liabilities and obligations under the
Participation Agreement which would otherwise be required or occur on and after the Effective Date.
Pursuant to the Novation, on and after the Effective Date, PI agrees to duly perform and discharge
all liabilities and obligations arising out of or related to the Participation Agreement from time
to time to be performed or discharged by it by virtue of this instrument in all respects as if PI
was (and had at all times been) named therein as a party instead of AGID.
II. Representations and Warranties. PI hereby makes and agrees to all of the
representations, warranties, covenants and undertakings made or agreed to by AGID under the
Participation Agreement (assuming PI is the party thereto in place of AGID) as of the Effective
Date and represents and warrants that the same will continue in full force and effect on and after
the Effective Date until further notice by PI to the Company and the Fund.
III. Effective Date and Term. The Novation shall become effective as of the Effective Date
and shall extend until the Participation Agreement is thereafter terminated in accordance with its
terms.
IV. Amendments. (i) The parties agree that all references in the Agreement to
“Allianz Global Investors Distributors LLC” or the name of its predecessors shall be changed to
“PIMCO Investments LLC” as of the Effective Date. Any notice to be provided to PI under the
Participation Agreement shall be provided to the address as shown below, and the applicable notice
provisions of the Participation Agreement are hereby revised accordingly:
1
Any notice to be provided to the Company under the Participation Agreement or any other
agreement entered into between the Company and AGID or its affiliates shall be provided to the
address identified on the signature page to this Agreement, and the applicable notice
provisions of these agreements are hereby revised accordingly.
(ii) Without limiting the scope of any privacy-related or similar agreement or term
in the Participation Agreement, each of the Company, the Fund, AGID and PI hereby agrees to comply
with all applicable laws and regulations related to the collection, storage, handling, processing
and transfer of non-public personal information (“Applicable Laws”), including without
limitation the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00,
et. seq., and to implement and maintain appropriate security measures to protect the
confidentiality, security and integrity of non-public personal information in the manner provided
for under and to the extent required by all such Applicable Laws, and the Participation Agreement
is hereby amended to include this provision (as applicable to PI on and after the Effective Date).
V. Counterparts. This Novation of and Amendment to Participation Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original.
2
