AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of July 27, 1999, by and
among AIM Variable Insurance Funds, a Delaware trust "AVIF"); Allianz Life
Insurance Company of New York (formerly Preferred Life Insurance Company of New
York), a New York life insurance company ("LIFE COMPANY") and Allianz Life
Financial Services, LLC, (formerly NALAC Financial Plans, LLC and formerly
USAllianz Investor Services, LLC) ("UNDERWRITER") is hereby amended as follows:
Section 2.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
2.3 APPLICABLE PRICE
(a) Share purchase payments and redemption orders that result from
purchase payments, premium payments, surrenders and other transactions
under Contracts (collectively, "Contract transactions") and that LIFE
COMPANY receives prior to the close of regular trading on the New York
Stock Exchange (or such other time set by the Board for purposes of
determining the current net asset value of a Fund in accordance with Rule
22c-1 under the 0000 Xxx) on a Business Day will be executed at the net
asset values of the appropriate Funds next computed after receipt by AVIF
or its designated agent of the orders. For purposes of this Section 2.3(a),
LIFE COMPANY shall be the designated agent of AVIF for receipt of orders
relating to Contract transactions, , in accordance with Section 22(c) and
Rule 22c-1 under the 1940 Act, on each Business Day and receipt by such
designated agent shall constitute receipt by AVIF; provided that AVIF
receives notice of such orders by 9:00 a.m. Central Time on the next
following Business Day or such later time as computed in accordance with
Section 2.1(b) hereof. In connection with this Section 2.3(a), LIFE COMPANY
represents and warrants that it will not submit any order for Shares or
engage in any practice, nor will it allow or suffer any person acting on
its behalf to submit any order for Shares or engage in any practice, that
would violate or cause a violation of applicable law or regulation
including, without limitation Section 22 of the 1940 Act and the rules
thereunder.
(b) All other Share purchases and redemptions by LIFE COMPANY will be
effected at the net asset values of the appropriate Funds next computed
after receipt by AVIF or its designated agent of the order therefor, and
such orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1 hereof,
pursuant to which the Board may reject a Share purchase order by or on
behalf of LIFE COMPANY under the circumstances described therein, LIFE
COMPANY and UNDERWRITER agree to cooperate with the Fund and AIM to prevent
any
1
person exercising, or purporting to exercise, rights or privileges under
one or more Contracts (including, but not limited to Contract owners,
annuitants, insureds or participants, as the case may be (collectively,
"Participants")) from engaging in any trading practices in any Fund that
the Board or AIM determines, in good faith and in their sole discretion, to
be detrimental or potentially detrimental to the other shareholders of the
Fund, or to be in contravention of any applicable law or regulation
including, without limitation, Section 22 of the 1940 Act and the rules
thereunder. Such cooperation may include, but shall not be limited to,
identifying the person or persons engaging in such trading practices,
facilitating the imposition of any applicable redemption fee on such person
or persons, limiting the telephonic or electronic trading privileges of
such person or persons, and taking such other remedial steps, all to the
extent permitted or required by applicable law.
Section 6.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
6.3 FUNDS TO REMAIN AVAILABLE
Notwithstanding any termination of this Agreement by LIFE COMPANY,
AVIF will, at the option of LIFE COMPANY, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination
of this Agreement (hereinafter referred to as "Existing Contracts"), unless
AIM or the Board determines that doing so would not serve the best
interests of the shareholders of the affected Funds or would be
inconsistent with applicable law or regulation. Specifically, without
limitation, the owners of the Existing Contracts will be permitted to
reallocate investments in the Fund (as in effect on such date), redeem
investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts. The parties
agree that this Section 6.3 will not apply to any (i) terminations under
Section 5 and the effect of such terminations will be governed by Section 5
of this Agreement or (ii) any rejected purchase and/or redemption order as
described in Section 2.3(c) hereof.
Section 22 is hereby added to the Agreement:
SECTION 22. FORCE MAJEURE
Each Party shall be excused from the performance of any of its
obligations to the other where such nonperformance is occasioned by any
event beyond its control which shall include, without limitation, any
applicable order, rule or regulation of any federal, state or local body,
agency or instrumentality with jurisdiction, work stoppage, accident,
natural disaster, war, acts of terrorism or civil disorder, provided that
the Party so excused shall use all reasonable efforts to minimize its
nonperformance and overcome, remedy, cure or remove such event as soon as
is reasonably practicable, and such performance shall be excused only for
so long as, in any given case, the force or circumstances making
performance impossible shall exist.
Schedule A of the Agreement is hereby deleted in its entirety and replaced with
the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
- AIM V.I. Capital Appreciation Fund
- AIM V.I. Core Equity Fund
- AIM V.I. International Growth Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
- Allianz Life Variable Account C
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
- Allianz Advantage
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: May 1, 2006
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
----------------------------- ------------------------------------
Name: Xxx Xxxxxxxx Name: Xxxx X. Xxxx
Title: Assistant Secretary Title: Senior Vice President
ALLIANZ LIFE INSURANCE COMPANY OF NEW
YORK
Attest: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- ------------------------------------
Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Sr. Compliance Analyst Title: Second VP and Senior Securities
Counsel
ALLIANZ LIFE FINANCIAL SERVICES, LLC
Attest: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
----------------------------- ------------------------------------
Name: Xxxx Xxxxx Name: Xxxxxxx Xxxxxx
Title: Sr. Compliance Analyst Title: Sr. VP Advisory Management
