THIS AGREEMENT, made as of the 22nd day of March, 2013, by and between NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST (“TRUST”), NEUBERGER BERMAN MANAGEMENT LLC (“NB MANAGEMENT”), a New York
limited liability company, PACIFIC LIFE INSURANCE COMPANY, a life insurance company organized
under the laws of the State of California and PACIFIC LIFE & ANNUITY COMPANY, a life insurance
company organized under the laws of the State of Arizona (collectively referred to as “Life
Company”).
WHEREAS, TRUST is registered with the Securities and Exchange Commission (“SEC”) under the
Investment Company Act of 1940, as amended (“40 Act”) as an open-end, diversified management
investment company; and
WHEREAS, TRUST is organized as a series fund comprised of several portfolios (“Portfolios”),
the currently available of which are listed on Appendix A hereto; and
WHEREAS, TRUST was organized to act as the funding vehicle for certain variable life insurance
and/or variable annuity contracts (“Variable Contracts”) offered by life insurance companies
through separate accounts of such life insurance companies (“Participating Insurance Companies”)
and also offers its shares to certain qualified pension and retirement plans; and
WHEREAS, TRUST has received an order from the SEC, dated May 5,1995 (File No. 812-9164),
granting Participating Insurance Companies and their separate accounts exemptions from the
provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the '40 Act, and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Portfolios of the TRUST
to be sold to and held by variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies and certain qualified pension and retirement
plans (the “Order”); and
WHEREAS, LIFE COMPANY has established or will establish one or more separate accounts
(“Separate Accounts”) to offer Variable Contracts and is desirous of having TRUST as one of the
underlying funding vehicles for such Variable Contracts; and
WHEREAS, NB MANAGEMENT is registered with the SEC as an investment adviser under the
Investment Advisers Act of 1940 and as a broker-dealer under the Securities Exchange Act of 1934,
as amended; and
WHEREAS, NB MANAGEMENT is the investment manager and administrator of the Portfolios of the
Trust and distributor of the shares of each Portfolio of TRUST; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY
intends to purchase shares of TRUST to fund the aforementioned Variable Contracts and TRUST is
authorized to sell such shares to LIFE COMPANY at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY, TRUST, and NB
MANAGEMENT agree as follows:
Article I. SALE OF TRUST SHARES
1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the
selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts
allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST’s
Prospectus.
1.2 TRUST agrees to sell to LIFE COMPANY those shares of the selected Portfolios of TRUST
which LIFE COMPANY orders, executing such orders on a daily basis at the net asset value next
computed after receipt by TRUST or its designee of the order for the shares of TRUST. For purposes
of this Section 1.2, LIFE COMPANY shall be the designee of TRUST for receipt of such orders from
LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST
receives notice of such order by 11:00 a.m. New York Time on the next following Business Day.
“Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on
which TRUST calculates its net asset value pursuant to the rules of the SEC.
1.3 TRUST agrees to redeem for cash, on LIFE COMPANY’s request, any full or fractional shares
of TRUST held by LIFE COMPANY, executing such requests on a daily basis at the net asset value next
computed after receipt by TRUST or its designee of the request for redemption. For purposes of
this Section 1.3, LIFE COMPANY shall be the designee of TRUST for receipt of requests for
redemption from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST;
provided that TRUST receives notice of such request for redemption by 11:00 a.m. New York time on
the next following Business Day.
1.4 TRUST shall furnish, on or before the ex-dividend date, notice to LIFE COMPANY of any
income dividends or capital gain distributions payable on the shares of any Portfolio of TRUST.
LIFE COMPANY hereby elects to receive all such income dividends and capital gain distributions as
are payable on a Portfolio’s shares in additional shares of the Portfolio. TRUST shall notify LIFE
COMPANY of the number of shares so issued as payment of such dividends and distributions. LIFE
COMPANY reserves the right to revoke this election by written notice to the Trust.
1.5 TRUST shall make the net asset value per share for the selected Portfolio(s) available to
LIFE COMPANY on a daily basis as soon as reasonably practicable after the net asset value per share
is calculated but shall use its best efforts to make such net asset value available by 6:30 p.m.
New York time. If TRUST provides LIFE COMPANY with materially incorrect share net asset value
information through no fault of LIFE COMPANY, LIFE COMPANY on behalf of the Separate Accounts,
shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the
correct share net asset value and the TRUST shall bear the reasonable and necessary expenses of
correcting such errors including correcting statements previously provided to Contract owners in
connection with TRUST shares held by Variable Contract owners or in adjusting proceeds paid to
Variable Contract owners who have redeemed interests under their Variable Contracts. Any material
error (determined in accordance with SEC guidelines) in the calculation of net asset value per
share, dividend or capital gain information shall be reported promptly upon discovery to LIFE
COMPANY.
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1.6 At the end of each Business Day, LIFE COMPANY shall use the information described in
Section 1.5 to calculate Separate Account unit values for the day. Using these unit values, LIFE
COMPANY shall process each such business day’s Separate Account transactions based on requests and
premiums received by it by the time as of which the TRUST calculates its share price as disclosed
in the prospectus for the TRUST to determine the net dollar amount of TRUST shares which shall be
purchased or redeemed at that day’s closing net asset value per share. The net share purchase or
redemption orders so determined shall be transmitted to TRUST by LIFE COMPANY by 11:00 a.m. New
York Time on the Business Day next following LIFE COMPANY’s receipt of such requests and premiums
in accordance with the terms of Sections 1.2 and 1.3 hereof.
1.7 If LIFE COMPANY’s order requests the net purchase of TRUST shares, LIFE COMPANY shall pay
for such purchase by wiring federal funds to TRUST or its designated custodial account on the day
the order is actually transmitted by LIFE COMPANY by 4:00 p.m. New York Time. If LIFE COMPANY’s
order requests a net redemption resulting in a payment of redemption proceeds to LIFE COMPANY,
TRUST shall wire the redemption proceeds to LIFE COMPANY on the day the order is actually received
by TRUST by 4:00 p.m. New York Time unless doing so would require TRUST to dispose of portfolio
securities or otherwise incur additional costs, but in such event, proceeds shall be wired to LIFE
COMPANY within seven days and TRUST shall notify the person designated in writing by LIFE COMPANY
as the recipient for such notice of such delay by 4:00 p.m. New York Time the same business day
that LIFE COMPANY transmits the redemption order to TRUST. If LIFE COMPANY’s order requests the
application of redemption proceeds from the redemption of shares to the purchase of shares of
another fund administered or distributed by NB MANAGEMENT, TRUST shall so apply such proceeds on
the same Business Day that LIFE COMPANY transmits such order to TRUST.
1.8 Notwithstanding Section 1.7, TRUST reserves the right to suspend the right of redemption
or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of
the 40 Act and any rules thereunder.
1.9 TRUST agrees that all shares of the Portfolios of TRUST will be sold only to Participating
Insurance Companies which have agreed to participate in TRUST to fund their Separate Accounts
and/or to certain qualified pension and other retirement plans, all in accordance with the
requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”) and
Treasury Regulation 1.817-5. Shares of the Portfolios of TRUST will not be sold directly to the
general public.
1.10 TRUST may refuse to sell shares of any Portfolio to any person, or suspend or terminate
the offering of the shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board of Trustees of TRUST,
acting in good faith and in light of its fiduciary duties under federal and any applicable state
laws, deemed necessary and in the best interests of the shareholders of such Portfolios.
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Article II. REPRESENTATIONS AND WARRANTIES
2.1 LIFE COMPANY represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly established each Separate
Account as a segregated asset account under such laws, and that Pacific Select Distributors, Inc,
the principal underwriter for the Variable Contracts, is registered as a broker-dealer under the
Securities Exchange Act of 1934.
2.2 LIFE COMPANY represents and warrants that it has registered or, prior to any issuance or
sale of the Variable Contracts, will register each Separate Account as a unit investment trust
(“UIT”) in accordance with the provisions of the '40 Act and cause each Separate Account to remain
so registered to serve as a segregated asset account for the Variable Contracts, unless an
exemption from registration is available.
2.3 LIFE COMPANY represents and warrants that the Variable Contracts will be registered under
the Securities Act of 1933 (the “`33 Act”) unless an exemption from registration is available prior
to any issuance or sale of the Variable Contracts and that the Variable Contracts will be issued
and sold in compliance in all material respects with all applicable federal and state laws and
further that the sale of the Variable Contracts shall comply in all material respects with state
insurance law suitability requirements.
2.4 LIFE COMPANY represents and warrants that the Variable Contracts are currently and at the
time of issuance will be treated as life insurance, endowment or annuity contracts under applicable
provisions of the Code, that it will maintain such treatment and that it will notify TRUST
immediately upon having a reasonable basis for believing that the Variable Contracts have ceased to
be so treated or that they might not be so treated in the future.
2.5 LIFE COMPANY represents and warrants that it shall deliver such prospectuses, statements
of additional information, proxy statements and periodic reports of the Trust as required to be
delivered under applicable federal or state law and interpretations of federal and state securities
regulators thereunder in connection with the offer, sale or acquisition of the Variable Contracts.
2.6 TRUST represents and warrants that the Portfolio shares offered and sold pursuant to this
Agreement will be registered under the '33 Act and sold in accordance with all applicable federal
and state laws, and TRUST shall be registered under the '40 Act prior to and at the time of any
issuance or sale of such shares. TRUST shall amend its registration statement under the '33 Act
and the '40 Act from time to time as required in order to effect the continuous offering of its
shares. TRUST shall register and qualify its shares for sale in accordance with the laws of the
various states to the extent necessary to perform its obligations under this Agreement.
2.7 TRUST represents and warrants that each Portfolio currently complies, and will continue to
comply with the diversification requirements set forth in Section 817(h) of the Code, and the rules
and regulations thereunder, including without limitation Treasury Regulation 1.817-5 (or any
successor or similar provisions), and will notify LIFE COMPANY immediately upon having a reasonable
basis for
believing any Portfolio has ceased to comply or might not so comply and will immediately
take all reasonable steps to adequately diversify the Portfolio to achieve compliance within the
grace period afforded by Regulation 1.817-5.
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2.8 TRUST represents and warrants that each Portfolio invested in by the Separate Account is
currently qualified as a “regulated investment company” under Subchapter M of the Code, that it
will maintain such qualification under Subchapter M (or any successor or similar provisions) and
will notify LIFE COMPANY immediately upon having a reasonable basis for believing any Portfolio has
ceased to so qualify or might not so qualify in the future.
2.9
LIFE COMPANY hereby consents to the use by TRUST of the name and telephone number of
LIFE COMPANY and to the reference by TRUST to the relationship between LIFE COMPANY and TRUST as
part of an informational page on TRUST’S site on the World Wide Web portion of the Internet. The
LIFE COMPANY hereby further consents to TRUST’S establishing a link between TRUST’S site and LIFE
COMPANY’s site from the same place that LIFE COMPANY is listed on TRUST’S site as described in the
preceding sentence.
2.10
The Trust represents that to the extent that it decides to finance distribution expenses
pursuant to Rule 12b-1 under the 1940 Act, it will have a board of trustees, a majority of whom are
not interested persons of the Trust, to formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.
2.11
The Trust represents that the Trust’s investment policies, fees and expenses are and
shall at all times remain in compliance with the laws of the State of Delaware and the Trust
represents that its respective operations are and shall at all times remain in material compliance
with the laws of the State of Delaware to the extent required to perform this Agreement.
2.12
The Trust represents that it is lawfully organized and validly existing under the laws of
the State of Delaware and that it does and will comply in all material respects with the 1940 Act.
2.13
NB Management represents and warrants that it is a member in good standing of the
Financial Industry Regulatory Authority (“FINRA”) and is registered as a broker-dealer with the
SEC. NB Management further represents that it will sell and distribute the Trust’s share in
accordance with the laws of the State of Delaware and any applicable state and federal securities
law.
2.14 The Trust represents and warrants that its directors, officers, employees dealing with
the money and/or securities of the Trust are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than
the minimum coverage as required by Rule 17g-(1) under the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid blanket fidelity bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.
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2.15 NB Management represents and warrants that it is registered as an investment adviser and
shall remain duly registered under all applicable federal and state securities laws and that it
shall perform
its obligations for the Trust in compliance in all material respects with the laws of the State of
Delaware and any applicable state and federal securities laws.
2.16 Each party represents and warrants that the execution and delivery of this Agreement and
the consummation of the transactions contemplated herein have been duly authorized by all necessary
corporate, partnership or trust action, as applicable, by such party, and, when so executed and
delivered, this Agreement will be the valid and binding obligation of such party enforceable in
accordance with its terms.
2.17 LIFE COMPANY represents and warrants that all orders for the purchase and sale of TRUST
shares submitted to the TRUST (or counted by LIFE COMPANY in submitting a net order under Section
1.6 of the Agreement) for execution at a price based on the net asset value per share (“NAV”) of
the Trust’s Portfolios next computed after receipt by LIFE COMPANY on a particular Business day,
will have been received in good order by LIFE COMPANY prior to the time as of which the TRUST
calculates its NAV on that Business Day, as disclosed in the prospectus for the pertinent Portfolio
(the “trading deadline”), in accordance with Rule 22c-1 under the 1940 Act (subject only to
exceptions as permitted under Rule 22c-1(c) under the 1940 Act, respecting initial purchase
payments on variable annuity contracts, and to the established administrative procedures of LIFE
COMPANY as described under Rule 6e-3(T), paragraph (b)(12)(iii) under the 1940 Act respecting
premium processing for variable life insurance contracts).
2.18 In the prospectus for the Portfolios, the TRUST reserves the right to reject an
investment or exchange order or to withdrawal the exchange privilege from any investor that NB
MANAGEMENT believes is trying to “time the market” or is otherwise making exchanges that Neuberger
Berman Management LLC believes to be excessive (collectively, these practices are referred to
herein as “excessive short-term trading”). The Trust prospectus also discloses, and NB MANAGEMENT
and LIFE COMPANY acknowledge, that frequent exchanges can interfere with fund management and affect
costs and performance for other shareholders. Accordingly, LIFE COMPANY agrees that it will
cooperate with NB MANAGEMENT and the TRUST, by taking steps acceptable to NB MANAGEMENT and the
TRUST to prevent its Variable Contract owners from excessive short-term trading in any Portfolio of
the TRUST, which may include any one or more of the following measures: (i) by providing
information, upon reasonable request, to NB MANAGEMENT and the TRUST, about cash flows into and out
of any of the Portfolios from the separate accounts of LIFE COMPANY; (ii) by providing information,
upon reasonable request, to NB MANAGEMENT and the TRUST, about any policies and procedures that
LIFE COMPANY employs respecting frequent transfers of contract value among sub-accounts of the
Separate Accounts, and about compliance with any such policies and procedures; (iii) by providing
information, upon reasonable request, to NB MANAGEMENT and the TRUST respecting Variable Contract
owner transactions, holdings and other information pertinent to the prevention of excessive
short-term trading (although NB MANAGEMENT and TRUST acknowledge that such information need not
include information that would identify owners of the Variable Contracts); (iv) by taking steps
necessary, upon reasonable request of NB MANAGEMENT or the TRUST, to eliminate or prevent excessive
short-term trading, including, but not limited to, restricting or
6
withdrawing exchange privileges from Variable
Contract owners that engage in excessive short-term trading to the extent permitted under
applicable law and the terms of the Variable Contracts, and/or restricting and/or withdrawing a
Variable Contract owner’s ability to make exchanges through automated means such as telephone, fax,
or internet transmission; and (v) by assessing and collecting any redemption fee that may be
adopted by the TRUST with respect to any Portfolio, either to comply with SEC rules or in
accordance with any such determination made by the TRUST’s Board of Trustees. LIFE COMPANY
represents that it shall abide by its policies and procedures reasonably designed to monitor and
prevent market timing or excessive short-term trading by its Variable Contract owners.
2.19 LIFE COMPANY will, upon reasonable request, certify to the TRUST and NB MANAGEMENT that
LIFE COMPANY is in compliance with Items 2.17 and/or 2.18 above.
2.20 The TRUST represents and warrants that it has adopted a compliance program in accordance
with Rule 38a-1 under the 1940 Act, which includes appointing a Chief Compliance Officer (“CCO”)
for the TRUST. The CCO is responsible for monitoring the operation of the TRUST’s compliance
program, and for reviewing the compliance programs of service providers to the TRUST covered under
Rule 38a-1 (“Covered Service Providers”).
Article III. PROSPECTUS AND PROXY STATEMENTS
3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators
requiring such filing all shareholder reports, notices, proxy materials (or similar materials such
as voting instruction solicitation materials), prospectuses and statements of additional
information of TRUST. TRUST shall bear the costs of registration and qualification of shares of
the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes to
which an issuer is subject on the issuance and transfer of its shares.
3.2 TRUST will bear the printing costs (or duplicating costs with respect to the statement of
additional information) and mailing costs (including postage) associated with the delivery of the
following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing
Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together
with, or separate from, the documents for other trusts in the Variable Contracts):
(i)
prospectuses and statements of additional information;
(ii)
annual and semi-annual reports; and
(iii)
proxy materials (including, but not limited to, the proxy
cards, notice and statement, as well as the costs associated with tabulating
votes). The TRUST may elect to retain, at its own expense, a proxy solicitation
firm to perform some or all of the tasks necessary for the LIFE COMPANY to
obtain voting instructions from Variable Contract owners.
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LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to
the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall
monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will
provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a
current tabulation of the number of existing Variable Contract owners of LIFE COMPANY whose
Variable Contract values are invested in TRUST. This tabulation will be sent to TRUST in the form
of a letter signed by a duly authorized officer of LIFE COMPANY attesting to the accuracy of the
information contained in the letter. If requested by LIFE COMPANY, the TRUST shall provide such
documentation (including a final copy of the TRUST’s prospectus as set in type, a camera-ready copy
or in print ready PDF electronic format ) and other assistance as is reasonably necessary in order
for LIFE COMPANY to print the current prospectus for the TRUST. Should LIFE COMPANY wish to print
any of these documents in a format different from that provided by TRUST, LIFE COMPANY shall
provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the cost
associated with any format change.
3.3 TRUST will provide, at its expense, LIFE COMPANY with the following TRUST (or individual
Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contract
owners of LIFE COMPANY:
(i)
camera-ready copy or an electronic copy in print ready PDF
format of the current prospectus for printing by the LIFE COMPANY;
(ii)
a copy of the statement of additional information suitable for
duplication;
(iii)
camera-ready copy of proxy material suitable for printing; and
(iv)
camera-ready copy of the annual and semi-annual reports for
printing by the LIFE COMPANY.
3.4 TRUST will provide LIFE COMPANY, upon request, with at least one complete copy
of all prospectuses, statements of additional information, annual and semi-annual
reports, proxy statements, exemptive applications and all amendments or supplements to
any of the above that relate to the Portfolios promptly after the filing of each such
document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST,
upon request, with at least one complete copy of all prospectuses, statements of
additional information, annual and semi-annual reports, proxy statements, exemptive
applications and all amendments or supplements to any of the above that relate to a
Separate Account promptly after the filing of each such document with the SEC or other
regulatory authority.
3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by
providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline
imposed by applicable laws, rules or regulations, information regarding shares sold
and redeemed and whether the Separate Accounts are registered or unregistered under
the ’40 Act and any other information pertinent to enabling NB MANAGEMENT and the
TRUST to pay registration or other fees with respect to the TRUST shares sold during
the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST
shares under any applicable laws, rules or regulations in a timely manner.
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Article IV. SALES MATERIALS; PRIVACY
4.1 LIFE COMPANY will furnish, or will cause to be furnished, to TRUST and NB MANAGEMENT, each
piece of sales literature or other promotional material in which TRUST or NB MANAGEMENT is named,
at least five (5) Business Days prior to its intended use. No such material will be used if TRUST
or NB MANAGEMENT objects to its use in writing within five (5) Business Days after receipt of such
material.
4.2 TRUST and NB MANAGEMENT will furnish, or will cause to be furnished, to LIFE COMPANY, each
piece of sales literature or other promotional material in which LIFE COMPANY or its Separate
Accounts are named, at least five (5) Business Days prior to its intended use. No such material
will be used if LIFE COMPANY objects to its use in writing within five (5) Business Days after
receipt of such material.
4.3 TRUST and its affiliates and agents shall not give any information or make any
representations on behalf of LIFE COMPANY or concerning LIFE COMPANY, the Separate Accounts, or the
Variable Contracts issued by LIFE COMPANY, other than the information or representations contained
in a registration statement or prospectus for such Variable Contracts, as such registration
statement and prospectus may be amended or supplemented from time to time, or in reports of the
Separate Accounts or reports prepared for distribution to owners of such Variable Contracts, or in
sales literature or other promotional material approved by LIFE COMPANY or its designee, except
with the written permission of LIFE COMPANY.
4.4 LIFE COMPANY and its affiliates and agents shall not give any information or make any
representations on behalf of TRUST or concerning TRUST other than the information or
representations contained in a registration statement or prospectus for TRUST, as such registration
statement and prospectus may be amended or supplemented from time to time, or in sales literature
or other promotional material approved by TRUST or its designee, except with the written permission
of TRUST.
4.5 For purposes of this Agreement, the phrase “sales literature or other promotional
material” or words of similar import include, without limitation, advertisements (such as material
published, or designed for use, in a newspaper, magazine or other periodical, radio, television,
telephone or tape recording, videotape display, signs or billboards, motion pictures or other
public media), sales literature (such as any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research reports, market
letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales
literature, or published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees, registration
statements, prospectuses, statements of
additional information, shareholder reports and proxy materials, and any other material
constituting sales literature or advertising under FINRA rules, the '40 Act or the '33 Act.
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4.6 Subject to law and regulatory authority, each party hereto shall treat as confidential all
information pertaining to the owners of the Variable Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except as permitted by this
Agreement, shall not disclose, disseminate or utilize such names and addresses and other
confidential information until such time as it may come into the public domain without the express
written consent of the affected party. Each party hereto shall be solely responsible for the
compliance of their officers, directors, employees, agents, independent contractors, and any
affiliated and non-affiliated third parties with all applicable privacy-related laws and
regulations including but not limited to the Gramm-Leach-Bliley Act and Regulation S-P. The
provisions of this Section 4.6 shall survive the termination of this Agreement.
Article V. POTENTIAL CONFLICTS
5.1 The Board of Trustees of TRUST (the “Board”) will monitor TRUST for the existence of any
material irreconcilable conflict between the interests of the Variable Contract owners of
Participating Insurance Company Separate Accounts investing in the TRUST. A material
irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance
regulatory authority action; (b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in
any relevant proceeding; (d) the manner in which the investments of the TRUST are being managed;
(e) a difference in voting instructions given by variable annuity and variable life insurance
contract owners or by contract owners of different Participating Insurance Companies; or (f) a
decision by a Participating Insurance Company to disregard voting instructions of Variable Contract
owners.
5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. LIFE COMPANY
will be responsible for assisting the Board in carrying out its responsibilities under the
Conditions set forth in the notice issued by the SEC for the TRUST on April 12, 1995 (the “Notice”)
(Investment Company Act Release No. 21003), by providing the Board with all information reasonably
necessary for it to consider any issues raised. This responsibility includes, but is not limited
to, an obligation by LIFE COMPANY to inform the Board whenever Variable Contract owner voting
instructions are disregarded by LIFE COMPANY. These responsibilities will be carried out with a
view only to the interests of the Variable Contract owners.
5.3 If a majority of the Board or a majority of its disinterested trustees determines that a
material irreconcilable conflict exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense
and to the extent reasonably practicable (as determined by a majority of disinterested trustees),
will take any steps necessary to remedy or eliminate the irreconcilable material conflict,
including: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the
TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which
may include another Portfolio of TRUST or another investment company or submitting the question as
to whether such segregation should be implemented to a vote of all affected Variable Contract
owners and, as appropriate, segregating the assets of
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any appropriate group (i.e., Variable Contract
owners of one or more Participating Insurance Companies) that votes in favor of such segregation,
or offering to the affected Variable Contract owners the option of making such a change; and (b)
establishing a new registered management investment company or managed separate account. If a
material irreconcilable conflict arises because of LIFE COMPANY’s decision to disregard Variable
Contract owner voting instructions, and that decision represents a minority position or would
preclude a majority vote, LIFE COMPANY may be required, at the election of the TRUST, to withdraw
its Separate Account’s investment in the TRUST, and no charge or penalty will be imposed as a
result of such withdrawal. The responsibility to take such remedial action shall be carried out
with a view only to the interests of the Variable Contract owners.
For the purposes of this Section 5.3, a majority of the disinterested members of the Board
shall determine whether or not any proposed action adequately remedies any material irreconcilable
conflict, but in no event will the TRUST or NB MANAGEMENT (or any other investment adviser of the
TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE
COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any
Variable Contract if any offer to do so has been declined by a vote of a majority of Variable
Contract owners materially affected by the irreconcilable material conflict.
5.4 The Board’s determination of the existence of a material irreconcilable conflict and its
implications shall be made known promptly and in writing to LIFE COMPANY.
5.5 No less than annually, LIFE COMPANY shall submit to the Board such reports, materials or
data as the Board may reasonably request so that the Board may fully carry out the obligations
imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more
frequently if deemed appropriate by the Board.
Article VI. VOTING
6.1 LIFE COMPANY will provide pass-through voting privileges to all Variable Contract owners
so long as the SEC continues to interpret the '40 Act as requiring pass-through voting privileges
for Variable Contract owners. Accordingly, LIFE COMPANY, where applicable, will vote shares of
TRUST held by its Separate Accounts in a manner consistent with voting instructions timely received
from its Variable Contract owners. LIFE COMPANY shall vote shares for which it has not received
timely voting instructions, as well as shares it owns, in the same proportion as it votes those
shares for which it has received voting instructions.
6.2 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to
provide exemptive relief from any provision of the '40 Act or the rules thereunder with respect to
mixed and shared funding on terms and conditions materially different from any exemptions granted
in the Order, then TRUST and/or LIFE COMPANY, as appropriate, shall take such steps as may be
necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such Rules are applicable.
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Article VII. INDEMNIFICATION
7.1 Indemnification by LIFE COMPANY. LIFE COMPANY agrees to indemnify and hold
harmless TRUST and NB MANAGEMENT and each of their Trustees, directors, officers, employees and
agents and each person, if any, who controls TRUST or NB MANAGEMENT within the meaning of Section
15 of the '33 Act (collectively, the “Indemnified Parties” for purposes of this Article VII)
against any and all losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of LIFE COMPANY, which consent shall not be unreasonably withheld) or
litigation (including legal and other expenses), to which the Indemnified Parties may become
subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements:
(a)
arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Registration Statement,
prospectus, or sales literature for the Variable Contracts or contained in the
Variable Contracts (or any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in conformity
with information furnished to LIFE COMPANY by or on behalf of TRUST for use in
the registration statement, prospectus or sales literature for the Variable
Contracts or in the Variable Contracts (or any amendment or supplement) or
otherwise for use in connection with the sale of the Variable Contracts or
TRUST shares; or
(b)
arise out of or as a result of statements or representations
(other than statements or representations contained in the registration
statement, prospectus or sales literature of TRUST not supplied by LIFE
COMPANY, or persons under its control) or wrongful conduct of LIFE COMPANY or
any of its directors, officers, employees or agents, with respect to the sale
or distribution of the Variable Contracts or TRUST shares; or
(c)
arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement, prospectus, or sales
literature of TRUST or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished to TRUST for
inclusion therein by or on behalf of LIFE COMPANY; or
(d)
arise as a result of any failure by LIFE COMPANY to
substantially provide the services and furnish the materials under the terms of
this Agreement; or
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(e)
arise out of or result from any material breach of any
representation and/or warranty made by LIFE COMPANY in this Agreement or arise
out of or result from any other material breach of this Agreement by LIFE
COMPANY.
7.2 LIFE COMPANY shall not be liable under this indemnification provision with respect to any
losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified
Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified
Party’s reckless disregard of obligations or duties under this Agreement or to TRUST, whichever is
applicable.
7.3 LIFE COMPANY shall not be liable under this indemnification provision with respect to any
claim made against an Indemnified Party unless such Indemnified Party shall have notified LIFE
COMPANY in writing within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any designated agent), but
failure to notify LIFE COMPANY of any such claim shall not relieve LIFE COMPANY from any liability
which it may have to the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought against an
Indemnified Party, LIFE COMPANY shall be entitled to participate at its own expense in the defense
of such action. LIFE COMPANY also shall be entitled to assume the defense thereof, with counsel
reasonably satisfactory to the party named in the action. After notice from LIFE COMPANY to such
party of LIFE COMPANY’s election to assume the defense thereof, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it, and LIFE COMPANY will not be liable
to such party under this Agreement for any legal or other expenses subsequently incurred by such
party independently in connection with the defense thereof other than reasonable costs of
investigation.
7.4 Indemnification by NB MANAGEMENT. NB MANAGEMENT agrees to indemnify and hold
harmless LIFE COMPANY and each of its directors, officers, employees, and agents and each person,
if any, who controls LIFE COMPANY within the meaning of Section 15 of the '33 Act (collectively,
the “Indemnified Parties” for the purposes of this Article VII) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written consent of NB
MANAGEMENT which consent shall not be unreasonably withheld) or litigation (including legal and
other expenses) to which the Indemnified Parties may become subject under any statute, or
regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements:
(a)
arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement,
prospectus or sales literature of TRUST (or any amendment or supplement to any
of the foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or
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omission was made in
reliance upon and in conformity with information furnished to NB MANAGEMENT or
TRUST by or on behalf of LIFE COMPANY for use in the registration statement or
prospectus for TRUST or in sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Variable Contracts or
TRUST shares; or
(b)
arise out of or as a result of statements or representations
(other than statements or representations contained in the registration
statement, prospectus or sales literature for the Variable Contracts not
supplied by NB MANAGEMENT or persons under its control) or wrongful conduct of
TRUST or NB MANAGEMENT or persons under their control, with respect to the sale
or distribution of the Variable Contracts or TRUST shares; or
(c)
arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement, prospectus, or sales
literature covering the Variable Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
information furnished to LIFE COMPANY for inclusion therein by or on behalf of
TRUST; or
(d)
arise as a result of (i) a failure by TRUST to substantially
provide the services and furnish the materials under the terms of this
Agreement; or (ii) a failure by a Portfolio(s) invested in by the Separate
Account to comply with the diversification requirements of Section 817(h) of
the Code; or (iii) a failure by a Portfolio(s) invested in by the Separate
Account to qualify as a “regulated investment company” under Subchapter M of
the Code; or
(e)
arise out of or result from any material breach of any
representation and/or warranty made by NB MANAGEMENT or TRUST in this Agreement
or arise out of or result from any other material breach of this Agreement by
NB MANAGEMENT or TRUST.
7.5 NB MANAGEMENT shall not be liable under this indemnification provision with respect to
any losses, claims, damages, liabilities or litigation to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified
Party’s reckless disregard of obligations and duties under this Agreement or to LIFE COMPANY,
whichever is applicable.
7.6 NB MANAGEMENT shall not be liable under this indemnification provision with respect to any
claim made against an Indemnified Party unless such Indemnified Party shall have notified NB
MANAGEMENT in writing within a reasonable time after the summons or other first legal process
giving
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information of the nature of the claim shall have been served upon such Indemnified Party
(or after such Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify NB MANAGEMENT of any such claim shall not relieve NB MANAGEMENT from
any liability which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified Parties, NB MANAGEMENT shall
be entitled to participate at its own expense in the defense thereof. NB MANAGEMENT also shall be
entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in
the action. After notice from NB MANAGEMENT to such party of NB MANAGEMENT’s election to assume
the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional
counsel retained by it, and NB MANAGEMENT will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.
7.7 The provision of this Article VII shall survive the termination of this Agreement.
Article VIII. TERM; TERMINATION
8.1 This Agreement shall be effective as of the date hereof and shall continue in force until
terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following provisions:
(a)
At the option of LIFE COMPANY or TRUST at any time from the
date hereof upon 180 days’ notice, unless a shorter time is agreed to by the
parties;
(b)
At the option of LIFE COMPANY, if TRUST shares are not
reasonably available to meet the requirements of the Variable Contracts as
determined by LIFE COMPANY. Prompt notice of election to terminate shall be
furnished by LIFE COMPANY, said termination to be effective ten days after
receipt of notice unless TRUST makes available a sufficient number of shares to
reasonably meet the requirements of the Variable Contracts within said ten-day
period;
(c)
At the option of LIFE COMPANY, upon the institution of formal
proceedings against TRUST or NB MANAGEMENT by the SEC, FINRA or any other
regulatory body, the expected or anticipated ruling, judgment or outcome of
which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s
or NB MANAGEMENT’s ability to meet and perform their respective obligations and
duties hereunder. Prompt notice of election to terminate shall be furnished by
LIFE COMPANY with said termination to be effective upon receipt of notice;
(d)
At the option of TRUST, upon the institution of formal
proceedings against LIFE COMPANY by the SEC, FINRA or any other regulatory
body, the expected or anticipated ruling, judgment or outcome of which would,
in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to
meet and perform its obligations and duties hereunder. Prompt notice of
election to terminate shall be furnished by TRUST with said termination to be
effective upon receipt of notice;
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(e)
At the option of LIFE COMPANY, in the event TRUST’s shares are
not registered, issued or sold in accordance with applicable state or federal
law, or such law precludes the use of such shares as the underlying investment
medium of Variable Contracts issued or to be issued by LIFE COMPANY.
Termination shall be effective immediately upon notice to TRUST;
(f)
At the option of TRUST if the Variable Contracts cease to
qualify as annuity contracts or life insurance contracts, as applicable, under
the Code, or if TRUST reasonably believes that the Variable Contracts may fail
to so qualify. Termination shall be effective upon receipt of notice by LIFE
COMPANY;
(g)
At the option of LIFE COMPANY, upon TRUST’s breach of any
material provision of this Agreement, which breach has not been cured to the
satisfaction of LIFE COMPANY within ten days after written notice of such
breach is delivered to TRUST;
(h)
At the option of TRUST, upon LIFE COMPANY’s breach of any
material provision of this Agreement, which breach has not been cured to the
satisfaction of TRUST within ten days after written notice of such breach is
delivered to LIFE COMPANY;
(i)
At the option of TRUST, if the Variable Contracts are not
registered, issued or sold in accordance with applicable federal and/or state
law. Termination shall be effective immediately upon such occurrence without
notice to LIFE COMPANY;
(j)
At the option of LIFE COMPANY in the event that any Portfolio
ceases to qualify as a Regulated Investment Company under Subchapter M of the
Code or under any successor or similar provision, or if LIFE COMPANY reasonably
believes that any Portfolio may fail to so qualify. Termination shall be
effective immediately upon notice to the TRUST;
(k)
At the option of LIFE COMPANY in the event that any Portfolio
fails to meet the diversification requirements specified in Article II hereof
or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such
diversification requirements. Termination shall be effective immediately upon
notice to the TRUST;
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(l)
In the event this Agreement is assigned without the prior
written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be
effective immediately upon such occurrence without notice.
8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST
shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as
provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this
Agreement, for all
Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter
referred to as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects
to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY,
whichever shall have legal authority to do so, shall be permitted to reallocate investments in
TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums
under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section
8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST
and NB MANAGEMENT whether LIFE COMPANY elects to continue to make TRUST shares available after such
termination. If TRUST shares continue to be made available after such termination, the provisions
of this Agreement shall remain in effect.
8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as
required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares
attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY’s
assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent
Variable Contract owners from allocating payments to a Portfolio that was otherwise available under
the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of
its intention to do so.
Article IX. NOTICES
Any notice hereunder shall be given by registered or certified mail return receipt requested
to the other party at the address of such party set forth below or at such other address as such
party may from time to time specify in writing to the other party.
If to TRUST or NB MANAGEMENT:
Neuberger Berman Management LLC
605 Third Avenue New York, NY10158-0006
Attention: Robert Conti
If to LIFE COMPANY:
Pacific Life Insurance Company
700 Newport Center Drive Newport Beach, CA92660
Attention: General Counsel
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Notice shall be deemed given on the date of receipt by the addressee as evidenced by the
return receipt.
Article X. MISCELLANEOUS
10.1 The captions in this Agreement are included for convenience of reference only and in no
way define or delineate any of the provisions hereof or otherwise affect their construction or
effect.
10.2 This Agreement may be executed simultaneously in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
10.3 If any provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
10.4 This Agreement shall be construed and the provisions hereof interpreted under and in
accordance with the laws of the State of New York. It shall also be subject to the provisions of
the federal securities laws and the rules and regulations thereunder and to any orders of the SEC
granting exemptive relief therefrom and the conditions of such orders.
10.5 The parties agree that the assets and liabilities of each Portfolio are separate and
distinct from the assets and liabilities of each other Portfolio. No Portfolio shall be liable or
shall be charged for any debt, obligation or liability of any other Portfolio. No Trustee, officer
or agent shall be personally liable for such debt, obligation or liability of any Portfolio.
10.6 Each party shall cooperate with each other party and all appropriate governmental
authorities (including without limitation the SEC, FINRA, and state insurance regulators) and shall
permit such authorities reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
10.7 The rights, remedies and obligations contained in this Agreement are cumulative and are
in addition to any and all rights, remedies and obligations, at law or in equity, which the parties
hereto are entitled to under state and federal laws.
10.8 No provision of this Agreement may be amended or modified in any manner except by a
written agreement properly authorized and executed by TRUST, NB MANAGEMENT and the LIFE COMPANY.
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ARTICLE XI. SHAREHOLDER INFORMATION – RULE 22C-2
11.1 LIFE COMPANY agrees to provide promptly, to the TRUST, upon Written request, the taxpayer
identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”)
or other government-issued identifier (“GII”), if known, of any or all Contractholder(s) who have
purchased, redeemed, transferred or exchanged Shares held through a Separate Account with LIFE
COMPANY during the period covered by the request and the amount, date, name or other identifier of
any
investment professional(s) associated with the Contractholder(s) or the Separate Account (if
known), and transaction type (purchase, redemption, transfer or exchange) of every purchase,
redemption, transfer or exchange of Shares. To the extent practicable, the format for any
transaction information provided to the Participating Fund should be consistent with the National
Securities Clearing Corporation Standardized Data Reporting Format. Unless otherwise specifically
requested by the TRUST, the LIFE COMPANY shall only be required to provide information relating to
Contractholder Initiated Transfer Purchases or Contractholder Initiated Redemptions.
11.2 Requests must set forth a specific period, not to exceed ninety days from the date of the
request, for which transaction information is sought. The TRUST may request transaction data older
than ninety days from the date of the request as it deems necessary to investigate compliance with
policies established by the TRUST for the purpose of eliminating or reducing dilution to the value
of the outstanding Shares issued by the TRUST.
11.3 LIFE COMPANY agrees to use best efforts to determine, promptly upon request of the TRUST,
whether any person that holds Shares through LIFE COMPANY or its Separate Account is an “indirect
intermediary” as defined in Rule 22c-2 under the 1940 Act (an “Indirect Intermediary”), and upon
further request of the TRUST, (i) provide or arrange to have provided the information set forth in
Section 11.1 of this Article XI regarding Contractholders who hold an account with an Indirect
Intermediary; or (ii) restrict or prohibit the Indirect Intermediary from purchasing Shares on
behalf of itself or other persons. LIFE COMPANY agrees to inform the TRUST whether LIFE COMPANY
plans to perform (i) or (ii).
11.4 TRUST and NB MANAGEMENT agree not to use the information received under this Article XI for
marketing or any other similar purpose without the prior written
consent of LIFE COMPANY.
11.5 LIFE
COMPANY agrees to execute Written instructions from the TRUST to restrict or prohibit further
purchases or exchanges of Shares by a Contractholder who has been identified by the TRUST as having
engaged in transactions of Shares (directly or indirectly through a Separate Account) that violate
the policies established by the TRUST for the purpose of eliminating or reducing any dilution of
the value of its Shares. Unless otherwise directed by the TRUST, any such restrictions or
prohibitions shall only apply to Contractholder Initiated Transfer Purchased or Contractholder
Initiated Transfer Redemptions that are affected directly or indirectly through the LIFE COMPANY.
11.6
Instructions provided to LIFE COMPANY will include the TIN, ITIN or GII, if known, and the
specific restriction(s) to be executed. If the TIN, ITIN or GII is not known, the
instructions will include an equivalent identifying number of the Contractholder(s) or
account(s) or other agreed-upon information to which the instructions relates.
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11.7
LIFE COMPANY must provide Written confirmation to the TRUST that instructions have been
executed. LIFE COMPANY agrees to provide the confirmation as soon as reasonably practicable,
but not later than ten Business Days after the instructions have been
executed.
11.8
For
purposes of this Article XI only,
a.
“Written” communications include electronic communications and facsimile
transmissions;
b.
“TRUST” does not include any “excepted funds” as defined in Rule 22c-2(b) under
the 1940 Act; and
c.
“Contractholder” shall include, as applicable, (i) the beneficial owner of
Shares, whether the Shares are held directly by Contractholder or by LIFE COMPANY in
nominee name; (ii) a Separate Account unit holder, notwithstanding that the Separate
Account may be deemed to be the beneficial owner of Shares; or (iii) the holder of
interests in a TRUST underlying a variable annuity or variable life insurance contract.
d.
The term “Contractholder Initiated Transfer Purchase” means a transaction that is
initiated or directed by a Contractholder that results in a transfer of assets within a
Variable Contract to a TRUST Portfolio, but does not include transactions that are
executed: (i) automatically pursuant to a contractual or systematic program or
enrollment such as a transfer of assets within a Variable Contract to a TRUST Portfolio
as a result of “dollar cost averaging” programs, LIFE COMPANY approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit;
(iii) as a result of a one-time step-up in Variable Contract value pursuant to a
Contract death benefit; (iv) as a result of an allocation of assets to a TRUST
Portfolio through a Variable Contract as a result of payments such as loan repayments,
scheduled contributions, retirement plan salary reduction contributions, or planned
premium payments to the Variable Contract; or (v) pre-arranged transfers at the
conclusion of a required “free look” period.
e.
The term “Contractholder Initiated Transfer Redemption” means a transaction
that is initiated or directed by a Contractholder that results in a transfer of assets
within a Variable Contract out of a TRUST Portfolio, but does not include transactions
that are executed: (i) automatically pursuant to a contractual or systematic program
or enrollments such as transfers of assets within a Variable Contract out of a TRUST
Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, LIFE
COMPANY approved asset allocation programs and automatic rebalancing programs; (ii) as
a result of any deduction of charges or fees under a Variable Contract; (iii) within a
Variable Contract out of a TRUST Portfolio as a result of scheduled withdrawals or
surrenders from a Variable Contract; or (iv) as a result of payment of a death benefit
from a Variable Contract.
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute
this Fund Participation Agreement as of the date and year first above written.
The currently available Portfolios of the TRUST are:
AMT
Small Cap Growth Portfolio – S Class
AMT Focus Portfolio – S Class
AMT Growth Portfolio – I Class
AMT Guardian Portfolio – I Class
AMT Guardian Portfolio – S Class
AMT International Portfolio – S Class
AMT Mid Cap Growth Portfolio – I Class
AMT Mid Cap Growth Portfolio – S Class
AMT Large Cap Value Portfolio – I Class
AMT Mid Cap Intrinsic Value Portfolio – I Class
AMT Mid Cap Intrinsic Value Portfolio – S Class
AMT Socially Responsive Portfolio – I Class
AMT Socially Responsive Portfolio – S Class
AMT Balanced Portfolio – I Class
AMT Short Duration Bond Portfolio – I Class
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Appendix B
Separate Account A of Pacific Life Insurance Company
Pacific Select Variable Annuity Separate Account of Pacific Life Insurance Company
Pacific Select Exec Separate Account of Pacific Life Insurance Company
Pacific COLI Separate Account
Pacific COLI Separate Account II
Pacific COLI Separate Account III
Pacific COLI Separate Account IV
Pacific COLI Separate Account V
Separate Account I of Pacific Life Insurance Company
Separate Account A of Pacific Life & Annuity Company
Pacific Select Exec Separate Account of Pacific Life & Annuity Company
Separate Account I of Pacific Life & Annuity Company
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Dates Referenced Herein and Documents Incorporated by Reference
