0001193125-09-094006 Sample Contracts

PARTICIPATION AGREEMENT Among [INSURANCE COMPANY], PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • California

THIS AGREEMENT, dated as of the day of , [insert year], by and among , (the “Company”), an [insert state] life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC New York, NY 10105-4800 SELLING AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • Delaware

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:

PIMCO VARIABLE INSURANCE TRUST SERVICES AGREEMENT FOR ADMINISTRATIVE CLASS SHARES
Services Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • California

This Agreement is made as of between PIMCO Variable Insurance Trust (the “Trust”) and [ ] (“Authorized Firm”), a [ ] life insurance company.

AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
And Investment Accounting Agreement • April 30th, 2009 • Pimco Variable Insurance Trust

This Amendment to the Custody and Investment Accounting Agreement is made as of June 8, 2001 by and between STATE STREET BANK AND TRUST COMPANY (“State Street”), and PIMCO VARIABLE INSURANCE TRUST (“PVIT”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Contract referred to below.

PIMCO VARIABLE INSURANCE TRUST SERVICES AGREEMENT FOR CLASS M SHARES
Services Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • California

This Agreement is made as of , by and among PIMCO Variable Insurance Trust (the “Trust”) and [ ] (the “Company”), a life insurance company.

SUPERVISION AND ADMINISTRATION AGREEMENT
Supervision and Administration Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • California

SUPERVISION AND ADMINISTRATION AGREEMENT, made this 11th day of August, 2008, between PIMCO Variable Insurance Trust (the “Trust”), a Delaware statutory trust, and Pacific Investment Management Company LLC (the “Administrator” or “PIMCO”), a Delaware limited liability company.

AMENDED AND RESTATED FEE WAIVER AGREEMENT Pacific Investment Management Company LLC
Fee Waiver Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • California

Reference is made to (i) the Amended and Restated Investment Advisory Contract by and between PIMCO Variable Insurance Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Pacific Investment Management Company LLC, a Delaware limited liability company (“PIMCO”), dated February 23, 2009, which amends and restates the Investment Advisory Contract dated May 5, 2000, by and between the same parties (as further amended, restated, supplemented or otherwise modified from time to time, the “Advisory Agreement”), and (ii) the Supervision and Administration Agreement by and between the Trust and PIMCO dated August 11, 2008 and supplemented February 23, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Supervision and Administration Agreement”).

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PIMCO Variable Insurance Trust Newport Beach, California 92660 February 23, 2009
Expense Limitation Agreement • April 30th, 2009 • Pimco Variable Insurance Trust

This Agreement dated February 23, 2009 amends and restates the Amended and Restated Expense Limitation Agreement between PIMCO Variable Insurance Trust (the “Trust”) on behalf of the Portfolio and Pacific Investment Management Company LLC (“PIMCO”), dated April 1, 2007 (the “2007 Agreement”), which amended and restated the Expense Limitation Agreement between the Trust and PIMCO, dated December 1, 2005, (the “2005 Agreement”). This will confirm the agreement between the Trust and PIMCO as follows:

AMENDED AND RESTATED FEE WAIVER AGREEMENT Pacific Investment Management Company LLC
Fee Waiver Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • California

Reference is made to (i) the Amended and Restated Investment Advisory Contract by and between PIMCO Variable Insurance Trust, a statutory trust organized under the laws of the State of Delaware the “Trust”), and Pacific Investment Management Company LLC, a Delaware limited liability company (“PIMCO”), dated February 23, 2009, which amends and restates the Investment Advisory Contract dated May 5, 2000, by and between the same parties (as further amended, restated or otherwise modified from time to time, the “Advisory Agreement”), and (ii) the Supervision and Administration Agreement by and between the Trust and PIMCO dated August 11, 2008 and supplemented November 4, 2008 (as further amended, restated or otherwise modified from time to time, the “Supervision and Administration Agreement”).

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PIMCO Variable Insurance Trust Newport Beach, California 92660 February 23, 2009
Expense Limitation Agreement • April 30th, 2009 • Pimco Variable Insurance Trust

This Agreement dated February 23, 2009 amends and restates the Amended and Restated Expense Limitation Agreement between PIMCO Variable Insurance Trust (the “Trust”) and Pacific Investment Management Company LLC (“PIMCO”), dated November 19, 2002 (the “2002 Agreement”). This will confirm the agreement between the Trust and PIMCO as follows:

FEE AND EXPENSE LIMITATION AGREEMENT PIMCO Variable Insurance Trust Newport Beach, California 92660 March 5, 2009
Limitation Agreement • April 30th, 2009 • Pimco Variable Insurance Trust

This will confirm the agreement between the undersigned (the “Trust”), Pacific Investment Management Company LLC (“PIMCO”) and Allianz Global Investors Distributors LLC (“AGID”) as follows:

CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
Custody and Investment Accounting Agreement • April 30th, 2009 • Pimco Variable Insurance Trust • Massachusetts

THIS AGREEMENT is made effective the 1st day of January, 2000 by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts, having its principal office and place of business at 225 Franklin Street, Boston Massachusetts 02110 (“State Street”), and PIMCO VARIABLE INSURANCE TRUST, a Delaware business trust having its principal office and place of business at 840 Newport Center Drive, Newport Beach, CA 92660 (“PVIT”).

AMENDED AND RESTATED INVESTMENT ADVISORY CONTRACT PIMCO Variable Insurance Trust Newport Beach, California 92260 February 23, 2009
Pimco Variable Insurance Trust • April 30th, 2009

This contract dated February 23, 2009 (the “Contract”) amends and restates the Investment Advisory Contract dated May 5, 2000 between PIMCO Variable Insurance Trust (the “Trust”) and Pacific Investment Management Company LLC (the “Adviser”). This Contract will confirm the agreement between the Trust and Adviser as follows:

FIRST AMENDMENT TO DISTRIBUTION CONTRACT
Distribution Contract • April 30th, 2009 • Pimco Variable Insurance Trust

This First Amendment (the “Amendment”) to the Distribution Contract dated May 5, 2000 (the “Agreement”) is made and entered into as of the 26th day of February 2008 by and between Allianz Global Investors Distributors LLC (formerly known as PIMCO Funds Distributors LLC) (the “Distributor”) and PIMCO Variable Insurance Trust (the “Trust”).

AMENDED AND RESTATED FEE WAIVER AGREEMENT PIMCO Variable Insurance Trust Newport Beach, California 92660 February 23, 2009
Fee Waiver Agreement • April 30th, 2009 • Pimco Variable Insurance Trust

This Agreement dated February 23, 2009 amends and restates the Fee Waiver Agreement between PIMCO Variable Insurance Trust (the “Trust”) on behalf of the Portfolio and Pacific Investment Management Company LLC (“PIMCO”), dated August 12, 2008. This will confirm the agreement between the Trust and PIMCO, as follows:

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