SELLING AGREEMENT
FOR ADVISOR CLASS SHARES OF
PIMCO VARIABLE INSURANCE TRUST
Dear Sirs:
We are the distributor of the Advisor Class shares of those series of PIMCO Variable Insurance
Trust set forth in Appendix A (collectively, the “Funds”). Shares are offered pursuant to the
then-current prospectus, including any supplements or amendments thereto, of each of the Funds (the
“Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the
terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive
right to distribute shares of the Funds (the “Shares”). As agent for the Funds, we hereby offer to
sell Shares of the Funds to you, upon the following terms and conditions:
1. All sales of shares shall be made in conformity with that certain Participation Agreement, by
and among us, the Trust, and Pacific Life Insurance Company, dated as of May 1, 2010
(“Participation Agreement”). To the extent that the Participation Agreement contains provisions
that are inconsistent with the terms of this Agreement, the terms of the Participation Agreement
shall be controlling, provided, however, that Section 5.1 of the Participation Agreement shall not
be construed to prohibit the payment of fees to Pacific Life Insurance Company or its distributor
(“You”) pursuant to Section 2 hereunder.
2. Certain of the Funds have adopted Distribution Plans (“Plans”) pursuant to which we, on behalf
of each such Fund, will pay a fee to You equal, on an annual basis, of the Funds’ average
daily net assets attributable to Your variable annuity and variable life insurance contracts
(“Fee”) in accordance with the provisions of the Plans. The provisions and terms of these Funds’
Plans are described in their respective Prospectuses, and you hereby agree that we have made no
representations to you with respect to the Plans of such Funds in addition to, or conflicting with,
the description set forth in their respective Prospectuses.
3. We may prospectively increase or decrease the Fee, in our sole discretion, at any time upon
notice to You.
4. In consideration of the Fee, You acknowledge and agree that you shall perform the following
services:
a.
print and mail prospectuses, supplements and shareholder
reports for prospective investors;
b.
develop, print and mail advertisements, sales literature and
other promotional materials describing and/or relating to the Funds;
c.
train sales personnel and conduct seminars and sales meetings
designed to promote the distribution of the shares of the Funds;
d.
obtain information and providing explanations to wholesale and
retail distributors of Your variable insurance contracts regarding the
investment objectives and policies and other information about the Funds,
including the performance of the Funds;
e.
compensate financial intermediaries for services performed and
expenses incurred in connection with the sale of shares of the Funds through
sales of Your variable insurance contracts;
f.
finance any other activity that is primarily intended to result
in the sale of shares of the Funds;
g.
teleservice support in connection with the Funds;
h.
recordkeeping services;
i.
provide support services, including providing information about
the Trust and the Funds and answering questions concerning the Trust and the
Funds, including questions respecting investors’ interests in the Funds;
j.
provide and administer insurance features for the benefit of
investors in connection with the Funds;
k.
receive, aggregate and forward purchase and redemption orders;
l.
process dividend payments;
m.
issue investor reports and transaction confirmations;
n.
provide subaccounting services;
o.
provide general account administration activities; and
p.
provide such similar services as You may reasonably request to
the extent You are permitted to do so under applicable statutes, rules or
regulations.
5. You may, at your expense, subcontract with any entity or person concerning the provision of the
Services contemplated hereunder; provided, however, that You shall not be relieved of any of your
obligations under this Agreement by the appointment of such subcontractor and provided further,
that You shall be responsible, to the extent provided in Article 5 hereof, for all acts of such
subcontractor as if such acts were Your own.
6. You will provide such office space and equipment, telephone facilities, and personnel (which
may be any part of the space, equipment, and facilities currently used in Your business, or any
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personnel employed by You) as may be reasonably necessary or beneficial in order to provide such
Services.
7. You and your employees will, upon request, be available during normal business hours to consult
with us concerning the performance of your responsibilities under this Agreement. Upon our
reasonable request, you will provide to us a written report of the amounts expended under this
Agreement and a description of the purposes for which the expenditures are made.
8. In addition, You will furnish to the Trust or its designees such information as the Trust or
its designees may reasonably request (including, without limitation, periodic certifications
confirming the rendering of services as described herein), and will otherwise cooperate with us,
the Trust and its designees (including, without limitation, any auditors designated by the Trust),
in the preparation of reports to the Trust’s Trustees’ concerning this Agreement and the monies
paid, reimbursed, payable, or reimbursable pursuant hereto, the Services provided hereunder and
related expenses, and any other reports or filings that may be required by law.
9. By written acceptance of this Agreement, You represent, warrant, and agree that, to the extent
required by law: (i) You have all necessary qualifications, authorizations and/or registrations
relating to Your participation in this Agreement and the transactions contemplated hereby or
relating to any activities of any persons or entities affiliated with You performed in connection
with the discharge of its responsibilities under this Agreement; (ii) to the extent required by
law, You will provide to your customers a schedule of the services You will perform pursuant to
this Agreement and a schedule of any fees that You may charge directly to Your customers for
services You perform in connection with investments in the Trust on Your customer’s behalf; and
(iii) the arrangements provided for in this Agreement, including, the compensation arrangements
provided for in this Agreement, will be timely disclosed, to the extent necessary or appropriate,
by You to your customers.
10. If You receive, aggregate and/or forward purchase and redemption orders (i) all purchase and
redemption orders with respect to shares of the Trust submitted by You will be received in good
order by You prior to the close of trading on that business day, and will be processed by You in
compliance with Rule 22c-1 under the Investment Company Act and regulatory interpretations thereof;
(ii) You have, and will maintain, policies and procedures reasonably designed to monitor and
prevent market timing or excessive trading activity by investors; (iii) You will, upon reasonable
request, provide the Trust or its agent with assurances regarding the compliance of its handling of
orders with respect to shares of the Funds with the requirements of Rule 22c-1, regulatory
interpretations thereof, and the Funds’ market timing and excessive trading policies; and (v) You
will use your best efforts to cooperate with the Trust or its agent to implement policies and
procedures to prevent market timing and/or excessive trading in the Funds.
11. If You act as nominee and hold Trust shares in nominee name, effective October 16, 2006 or
such earlier date as agreed in writing between the parties, You will (i) provide, promptly upon
request by the Trust or its agents, the Taxpayer Identification Number of all investors that
purchased, redeemed, transferred, or exchanged shares held through an account with You, and the
amount and dates of such shareholder purchases, redemptions, transfers, and exchanges; (ii) execute
any instructions from the Trust or its agents to restrict or prohibit further purchases or
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exchanges of Fund shares by investors who have been identified by the Trust or its agents as having
engaged, directly or indirectly, in transactions that violate policies established as to a Fund for
the purpose of eliminating or reducing any dilution of the value of the outstanding securities
issued by the Trust; and (iii) either assess any applicable redemption fees adopted as to a Fund,
or communicate to the Trust or its agents all information necessary for the Trust or its agents to
assess such redemption fees directly against payment of redemption proceeds.
12. Each party to this Agreement hereby agrees to abide by and comply with all applicable
anti-money laundering laws and regulations including the Anti-Money Laundering and Abatement Act
and relevant provisions of the USA Patriot Act of 2001. Each party represents that it has
established an Anti-Money Laundering Program that complies with all material aspects of the USA
Patriot Act of 2001 and other applicable anti-money laundering laws and regulations. Each party
also hereby agrees to take action to comply with any new or additional anti-money laundering
regulations. You certify that You have obtained and verified the requisite information with
respect to each investor on whose behalf You are acting with respect to the Funds and, unless
otherwise prohibited by applicable law, You agree to notify us promptly whenever, with respect to
any such investor, You detect potential indications of any: (i) suspicious activity that would
require a broker/dealer or bank (as applicable) to file a suspicious activity report or (ii) Office
of Foreign Asset Control matches.
13. You agree to comply with all requirements applicable to You by reason of all applicable laws,
including federal and state securities laws, the rules and regulations of the SEC, including,
without limitation, all applicable requirements of the 1933 Act, the Securities Exchange Act of
1934, and the Investment Advisers Act of 1940. You further agree to maintain all records required
by applicable law or otherwise reasonably requested by the Trust relating to services provided
pursuant to the terms of this Agreement.
14. You agree that under no circumstances shall the Trust be liable to You or any other person
under this Agreement as a result of any action by the Securities and Exchange Commission affecting
the operation or continuation of the Plan.
15. We shall not be liable to You and You shall not be liable to us except for acts or failures to
act which constitute lack of good faith or negligence and for obligations expressly assumed by any
party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by You or
by us of compliance with any applicable law, rule, or regulation.
16. You will indemnify us and hold us harmless from any claims or assertions relating to the
lawfulness of your participation in this Agreement and the transactions contemplated hereby or
relating to any activities of any persons or entities affiliated with you performed in connection
with the discharge of its responsibilities under this Agreement. If any such claims are asserted,
we shall have the right to manage its own defense, including the selection and engagement of legal
counsel of our choosing, and You shall bear all costs of such defense.
17. This Agreement will become effective with respect to each Fund on the date of its acceptance
by You. Unless sooner terminated with respect to any Fund, this Agreement will continue with
respect to a Fund until terminated in accordance with its terms, provided that the
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continuance of the relevant Plan is specifically approved at least annually in accordance with the
terms of such Plan.
18. This Agreement will automatically terminate with respect to a Fund in the event of its
assignment (as such term is defined in the 1940 Act) or upon termination of the Plan. This
Agreement may be terminated with respect to a Fund by the Trust, by Us or by You, without penalty,
upon sixty (60) days’ prior written notice to the other parties and (unless terminated by the
Trust) to the Trust. This Agreement may also be terminated with respect to a Fund at any time
without penalty by the vote of a majority of the Independent Trustees (as defined in the Plan) or a
majority of the outstanding Shares of a Fund on sixty (60) days’ written notice.
19. This Agreement may be modified or amended, and the terms of this Agreement may be waived, only
in writing with the consent of both parties. In this regard, this Agreement may be amended by us
(but not by You) at any time by mailing a copy of a written amendment to You at the address shown
below. In the absence of written objection to such amendment, continued performance by You under
this Agreement shall constitute your consent to such written amendment.
20. All notices and other communications to any party or the Trust will be duly given if mailed,
telegraphed or telecopied to the appropriate address set forth below, or at such other address as
any party or the Trust may provide in writing to the other parties and the Trust.
21. This Agreement supersedes any other agreement between us and You relating to the services
described herein in connection with a Fund’s shares and relating to any other matters discussed
herein. All covenants, agreements, representations, and warranties made herein shall be deemed to
have been material and relied on by each party and the Trust, notwithstanding any investigation
made by any party or on behalf of any party, and shall survive the execution and delivery of this
Agreement. The invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of any other term or provision hereof. The headings in this Agreement
are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts which together shall constitute one
instrument and shall be governed by and construed in accordance with the
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laws (other than the conflict of laws rules) of the State of Delaware and shall bind and inure to
the benefit of the parties hereto and the Trust and their respective successors.
(The remainder of this page is left intentionally blank. The signature page follows.)
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers
designated below.
The following Advisor Class Portfolios of the Fund include any currently offered Portfolio (listed
below) as well as any Portfolio of the Fund hereinafter created.
All Asset Portfolio
All Asset All Authority Portfolio
CommodityRealReturn Strategy Portfolio
Emerging Markets Bond Portfolio
Foreign Bond Portfolio (Unhedged)
Global Bond Portfolio (Unhedged)
Global Multi-Asset Portfolio
High Yield Portfolio
Low Duration Portfolio
Real Return Portfolio
Small Cap StocksPLUS®TR Portfolio
Total Return Portfolio
Dates Referenced Herein and Documents Incorporated by Reference
