DISTRIBUTION SERVICES AGREEMENT
This Agreement is made as of January 1, 2007, between Allianz Life
Insurance Company of New York ("Allianz Life of NY"), a Minnesota life insurance
company, and Allianz Global Investors Distributors, LLC ("AGID"), a Delaware
limited liability company.
RECITALS
WHEREAS, Allianz Life of NY desires that AGID provide assistance in the
distribution of Allianz Life of NY's products, including certain underlying
portfolio investment options; and
WHEREAS, AGID desires to makes its expertise in the distribution of
financial services products available to Allianz Life of NY;
WITNESSETH: Allianz Life of
NY and AGID agree as follows:
1. APPOINTMENT. Allianz Life of NY hereby appoints AGID to provide certain
services in connection with the distribution of the funds listed in Schedule A
to this Agreement (each, a "Fund," and collectively, the "Funds"). Subject to
continuing compliance with its obligations pursuant to Section 2 hereof, AGID
shall be entitled to fee payments, as provided in Section 5 hereof, based on (a)
the dollar amount of any new purchase (including any transfer from other funds)
of shares of the Funds facilitated by AGID under the terms of this Agreement
("New Purchases"), and (b) ongoing assets under management in the Funds as
evidenced by the aggregate average daily net asset value of shares of the Funds
the sale of which was facilitated by AGID under the terms of this Agreement
("Holding Levels"). It is understood and agreed that Allianz Life of NY, acting
reasonably and in good faith, may make final and binding determinations
concerning AGID's continuing compliance with its obligations pursuant to Section
2 hereof and concerning the Holding Levels. Portions of any payments made to
AGID under this Agreement may, in the discretion of AGID, be paid over to
individual registered representatives of AGID who have provided the distribution
services contemplated by this Agreement with respect to which the respective New
Purchase amounts and Holding Levels were determined.
2. DISTRIBUTION RELATED ACTIVITIES. Any distribution fee payments with
respect to shares of a Fund to be made in accordance with Section 1 hereof shall
be paid to AGID to compensate AGID for activities that are intended to result in
the sale and servicing of such Fund's shares ("Distribution Related
Activities"). Distribution
Related Activities include, but are not limited to, providing introductions to
and arranging meetings with third-party distributors and their employees for the
purpose of promoting or facilitating the sale of shares of the Funds.
3. COMPLIANCE WITH LAWS. In performing its duties under this Agreement,
AGID agrees to abide by all applicable laws, including, without limitation,
federal and state securities laws and regulations, state insurance laws and
regulations, and the Employee Retirement Income Security Act of 1974.
4. SALES MATERIALS. No person is authorized to make any representations
concerning shares of the Funds except those contained in the then current
prospectus and . printed information issued by Allianz Life of NY as explanatory
materials and/or information supplemental to each prospectus. Allianz Life of NY
shall supply or cause to be supplied prospectuses, reasonable quantities of
supplemental sales literature, explanatory materials and additional information
as issued. AGID agrees not to use other advertising or sales material relating
to the Funds unless approved in writing by Allianz Life of NY in advance of such
use.
5. COMPENSATION. In consideration of AGID's provision of the services
described in this Agreement, Allianz Life of NY agrees, subject to the
limitations of applicable law and regulations, including rules of the National
Association of Securities Dealers, Inc., to pay AGID fees at the rates set forth
in Schedule A based on the New Purchases that occurred during each calendar
quarter and the Holding Level for each Fund measured on the last business day of
each calendar quarter. Such payments shall be paid on a quarterly basis and
shall be prorated for any portion of such period during which this Agreement is
in effect for less than the full amount of such period. For purposes of
determining compensation payable to AGID under this Agreement, (a) a New
Purchase shall be excluded from the computation of Holding Levels in the
calendar quarter in which the New Purchase occurs, and (b) any transfers
initiated by Allianz Life of NY Advisers, LLC in connection with rebalancing the
allocations of any Fund or Funds that are permitted underlying investments of
the AZL Fusion Funds shall be excluded from both New Purchases and Holding
Levels for the calendar quarter in which these types of transfers occur. AGID
may, in turn, pay any or all of these fees to its registered representatives as
provided in Section 1 of THIS Agreement. Fees will be paid by Allianz Life of NY
to AGID within 30 days following the end of each calendar quarter. The parties
acknowledge and agree that the fees will be paid by Allianz Life of NY out of
its profits and shall be paid for each Fund only so long as this Agreement is in
effect. The fee rate with respect to any Fund may be increased or decreased by
Allianz Life of NY, in its sole discretion, effective as of the first day of any
calendar quarter upon 15 day' prior written notice to AGID.
In addition, AGID will furnish to Allianz Life of NY or its designees
such information as Allianz Life of NY or its designees may reasonably request
(including, without limitation, periodic certifications confirming the rendering
of services with respect to the Distribution Related Activities), and will
otherwise cooperate with Allianz Life of NY and its designees (including,
without limitation, any auditors designated by
Allianz Life of NY), in the preparation of reports to Allianz Life of NY's Board
of Directors concerning this Agreement and the monies paid or payable by Allianz
Life of NY pursuant hereto, as well as any other reports or filings that may be
required by law.
6. TERM AND TERMINATION.
(a) This Agreement may be terminated by either party, with respect to one
or more of the Funds, at any time without the payment of any penalty, on 90
days' written notice.
(b) This Agreement shall terminate automatically in the event of its
assignment. For purposes of this provision, "assignment" shall have the meaning
set forth in the Investment Company Act of 1940.
7. GOVERNING LAW. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of the
State of Minnesota applicable to agreements fully executed and to be performed
therein, without regard to its conflicts of law rules.
8. NOTICES. Each notice required by this Agreement shall be given
in writing and delivered personally or mailed by certified mail or courier
service or sent by facsimile to the party's address identified on the signature
page to this Agreement or such other address as each party may by written notice
provide to the other. A notice given pursuant to this section shall be deemed to
have been given immediately when delivered personally or by facsimile, three (3)
business days after the date of certified mailing, and one (1) business day
after overnight delivery. For purposes of this Agreement, the term "business
day" shall mean a day that both Allianz Life of NY and AGID are open for
business.
9. COMPLETE AGREEMENT. This Agreement contains the full and
complete understanding of the parties and supersedes all prior representations,
promises, statements, arrangements, agreements, warranties and understandings
between the parties with respect to the subject matter hereof, whether oral or
written, express or implied.
10. AMENDMENT. This Agreement may be modified or amended, and the
terms of this Agreement may be waived, only by a writing signed by each of the
parties.
11. COUNTERPARTS. This Agreement maybe executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers as of the date and year first written above.
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
BY: /S/XXXXX X. XXXXXXXXXX
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Name: XXXXX X. XXXXXXXXXX
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Title: VICE PRESIDENT, VARIABLE
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ADDRESS FOR NOTICES:
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Fax: 000.000.0000
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS, LLC
By: /S/XXXXX XXXXX
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Name: XXXXX XXXXX
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Title: MANAGING DIRECTOR CEO
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ADDRESS FOR NOTICES:
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Fax: 000-000-0000
SCHEDULE A
FUNDS COVERED BY DISTRIBUTION SERVICES AGREEMENT DATED JANUARY 1, 2007
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AZL PIMCO Fundamental IndexPLUS Total Return Fund
PIMCO VIT All Asset Portfolio
PIMCO VIT CommodityRealReturnStrategy Portfolio
PIMCO VIT Emerging Markets Bond Portfolio
PIMCO VIT Global Bond Portfolio (Unhedged)
PIMCO VIT High Yield Portfolio
PIMCO VIT Real Return Portfolio
PIMCO VIT StocksPLUS(R) Growth and Income Portfolio
PIMCO VIT Total Return Portfolio
FEE RATES
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New Purchases - 0.06%
Holding Levels - 0.05% annualized
