, 2006
Allianz Life Insurance Company of North America
Gentlemen:
This letter sets forth the agreement between OpCap Advisors LLC (the "Adviser")
and Allianz Life Insurance Company of North America and its affiliates
(collectively, the "Company") concerning certain administrative services to be
provided by you on a sub-administration basis, with respect to Premier VIT (the
"Fund").
1. ADMINISTRATIVE SERVICES AND EXPENSES. Administrative services for Separate
Account(s) (the "Separate Accounts"), which invest in Series of the Fund
pursuant to the Participation Agreements between the Company and the Fund
(the "Participation Agreements") and for purchasers of variable
annuity/life contracts issued through the Separate Accounts (the
"Contracts"), are the responsibility of the Company. Administrative
services of the Fund, in which the Separate Accounts invest, and for
purchasers of Fund shares, are the responsibility of the Fund or the
Adviser.
You have agreed to assist us, as we may request from time to time, with the
provision of administrative services ("Administrative Services") to the
Fund, on a sub-administration basis, as they may relate to the investment
in the Fund by the Separate Accounts. It is anticipated that Administrative
Services may include (but shall not be limited to) the mailing of Fund
reports, notices, proxies and proxy statements and other informational
materials to holders of the Contracts supported by the Separate Accounts
with allocations to the Fund; the preparation of various reports from time
to time as reasonably requested for submission to the Fund's Board of
Trustees; the provision of shareholder support services with respect to the
portfolios serving as funding vehicles for the Contracts; such services
listed on Schedule A attached hereto and made a part hereof.
2. ADMINISTRATIVE EXPENSE PAYMENTS. In consideration of the anticipated
administrative expense savings resulting to the Adviser from the
arrangements set forth in this Agreement, the Adviser agrees to pay the
Company on a quarterly basis, from the Adviser's own resources, including
its BONA FIDE profits, an amount set forth in Schedule B attached hereto
and made a part hereof.
For purposes of computing the payment to the Company contemplated under
this Paragraph 2, the average daily net assets invested by the Company over
a quarterly period shall be computed by totaling the Company's aggregate
investment (share net asset value multiplied by the total number of shares
held by the Company) on each calendar day during the quarterly period, and
dividing by the total number of calendar days during such quarterly period.
The payment contemplated by this Paragraph 2 shall be calculated by the
Adviser at the end of each quarter and will be paid to the Company within
30 days thereafter. Payment will be accompanied by a statement showing the
calculation of the quarterly amount payable by the Adviser and such other
supporting data as may be reasonably requested by the Company.
3. NATURE OF PAYMENTS. The parties to this letter agreement recognize and
agree that the Adviser's payments to the Company relate to Administrative
Services only. The amount of administrative expense payments made by the
Adviser to the Company pursuant to Paragraph 2 of this letter agreement
shall not be deemed to be conclusive with respect to actual administrative
expenses or savings of the Adviser.
4. TERM. This letter agreement shall remain in full force and effect for so
long as the assets of the Fund are attributable to amounts invested by the
Company under the Participation Agreement, unless terminated in accordance
with Paragraph 5 of this letter agreement.
5. TERMINATION. This letter agreement will be terminated by either party upon
90 days advance written notice, termination of the Participation Agreement
or immediately upon the mutual agreement of the parties hereto in writing.
6. REPRESENTATION. The Company represents and agrees that it will maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the Administrative Services, and will otherwise
comply with all laws, rules and regulations applicable to the
Administrative Services.
7. SUBCONTRACTORS. The Company may, with the consent of the Adviser, contract
with or establish relationships with other parties for the provision of the
Administrative Services or other activities of the Company required by this
letter agreement, provided that the Company shall be fully responsible for
the acts and omission of such other parties.
8. AUTHORITY. This letter agreement shall in no way limit the authority of the
Fund or Allianz Global Investors Distributors LLC, the Fund's Distributor,
to take such action as any of such parties may deem appropriate or
advisable in connection with all matters relating to the operations of the
Funds and/or sale of its shares. The Company understands and agrees that
the obligations of the Adviser under this letter agreement are not binding
upon the Fund. It is further understood and agreed that in performing the
Administrative Services, the Company, acting in its capacity described
herein, shall at no time be acting as an agent for the Adviser.
9. MISCELLANEOUS. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement may not
be assigned by a party hereto, by operation of law or otherwise, without
the prior written consent of the other party. This letter agreement,
including Schedule A and Schedule B, constitutes the entire agreement
between the parties with respect to the matters dealt with herein, and
supersedes any previous agreements and documents with respect to such
matters. This letter agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together
constitute one and the same instrument. The Company agrees to notify the
Adviser promptly if for any reason it is unable to perform fully and
promptly any of its obligations under the letter agreement.
10. NOTICE. Any notices required to be sent hereunder shall be sent in
accordance with the Participation Agreements.
If this letter agreement is consistent with your understanding of the
matters we discussed concerning administrative expense payments, kindly sign
below and return a signed copy to us.
Very truly yours,
OpCap Advisors LLC
By: ____________________
Name: ____________________
Title: ____________________
Acknowledged and Agreed:
Allianz Life Insurance Company of North America
By: ____________________
Name: ____________________
Title: ____________________
Attachment: Schedule A
Schedule B
SCHEDULE A
I. Fund-related contract owner services
- Printing and mailing costs associated with dissemination of
Fund prospectus to existing contractowners
- Telephonic support for contract owners with respect to
inquiries about the Fund (not including information related
to sales)
- Fund proxies (preparation of materials, inclusive of
printing, distribution, tabulation, and reporting)
II. Other administrative support
- Sub-accounting services
- Relieving the Fund of other usual or incidental
administrative services provided to individual shareholders
- Providing other administrative support to the Fund as
mutually agreed between insurer and the Fund
SCHEDULE B
The Adviser agrees to pay the Company a quarterly amount that is equal
on an annual basis to 0.__% of the average daily net assets of the Portfolios in
the aggregate of the Fund invested in by the Company pursuant to the
Participation Agreement calculated in accordance with Paragraph 2 of this letter
agreement.
