INVESTOR SERVICES AGREEMENT
The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC, a Delaware limited liability company ("PIMCO"), and Allianz Life Insurance Company of New York, a New York insurance company (the "Company"), are effective as of June 23, 2010.
WHEREAS, the Company, Allianz Global Investors Distributors LLC (formerly named PIMCO Funds Distributors LLC), and PIMCO Variable Insurance Trust (the "Trust") have entered into a Fund Participation Agreement dated December 1, 1999, as may be amended from time to time (the "Participation Agreement"), pursuant to which the Company, on behalf of certain of its separate accounts (the "Separate Accounts"), purchases Administrative Class shares ("Shares") of certain Portfolios of the Trust ("Portfolios") to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts ("Variable Contracts") offered by the Company, which Portfolios may be one of several investment options available under the Variable Contracts; and
WHEREAS, PIMCO recognizes that it will derive substantial savings in administrative expenses by virtue of having a sole shareholder rather than multiple shareholders in connection with each Separate Account's investments in the Portfolios, and that in the course of soliciting applications for Variable Contracts issued by the Company and in servicing owners of such Variable Contracts, the Company will provide information about the Trust and its Portfolios from time to time, answer questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners' interests in one or more Portfolios, and provide services respecting investments in the Portfolios; and
WHEREAS, the Trust has adopted an Administrative Services Plan (the "Plan") for the Shares of each Portfolio under which Administrative Class assets may be used to reimburse financial intermediaries that provide services relating to Administrative Class shares; and
WHEREAS, the Company has executed a services agreement with the Trust dated June 17, 2010, (the “PIMCO Variable Insurance Trust Administrative Services Agreement”) pursuant to which the Company or its affiliate is entitled to reimbursement under the Plan for services provided to Variable Contract owners; and
WHEREAS, PIMCO and the Company are parties to an amended and restated services agreement dated January 1, 2007 (the “2007 Agreement”); and
WHEREAS, PIMCO and the Company wish to replace the 2007 Agreement with this Agreement the essential terms of which are the same as those of the 2007 Agreement and whose title will not be easily confused with that of other agreements between Company and parties related to PIMCO, and which includes an updated Schedule A; and
WHEREAS, PIMCO wishes to compensate the Company for the efforts of the Company in providing written and oral information and services regarding the Trust to Variable Contract owners; and
NOW, THEREFORE, in consideration of their mutual promises, the Company and PIMCO agree as follows:
1. Services. The Company agrees to provide services ("Services") to owners of Variable Contracts as follows: tele-servicing support in connection with the Portfolios; delivery of current Trust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of Variable Contract owners' votes in the event of a Trust shareholder vote; maintenance of Variable Contract records reflecting Shares purchased and redeemed and Share balances, and the conveyance of that information to the Trust or PIMCO as may be reasonably requested; provision of support services, including providing information about the Trust and its Portfolios and answering questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners' interests in one or more Portfolios; provision and administration of Variable Contract features for the benefit of Variable Contract owners in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals.
2. Compensation. In consideration of the Services, PIMCO agrees to pay to the Company a service fee at an annual rate equal to the rates listed on Schedule A to this Agreement of the average daily value of the Shares held in the Separate Accounts. Such payments will be made monthly in arrears. For purposes of computing the payment to the Company under this paragraph 2, the average daily value of Shares held in the Separate Accounts over a monthly period shall be computed by totaling such Separate Accounts' aggregate investment (Share net asset value multiplied by total number of Shares held by such Separate Accounts) on each business day during the calendar month, and dividing by the total number of business days during such month. The payment to the Company under this paragraph 2 shall be calculated by PIMCO at the end of each calendar month and will be paid to the Company within 30 days thereafter. Payment will be accompanied by a statement showing the calculation of the monthly amounts payable by PIMCO and such other supporting data as may be reasonably requested by the Company.
3. Term. This Services Agreement shall remain in full force and effect for an initial term of one year, and shall automatically renew for successive one year periods. This Services Agreement may be terminated by either party hereto upon 30 days written notice to the other. This Services Agreement shall terminate automatically upon the redemption of all Shares held in the Separate Accounts, upon termination of the Participation Agreement, upon a material, unremedied breach of the Participation Agreement, as to a Portfolio upon termination of the investment advisory agreement between the Trust, on behalf of such Portfolio, and PIMCO, or upon assignment of the Participation Agreement by either the Company or PIMCO. Notwithstanding the termination of this Services Agreement, PIMCO will continue to pay the service fees in accordance with paragraph 2 so long as net assets of the Separate Accounts remain in a Portfolio, provided such continued payment is permitted in accordance with applicable law and regulation.
4. Amendment. This Services Agreement may be amended only upon mutual agreement of the parties hereto in writing.
5. Effect on Other Terms, Obligations and Covenants. Except as provided for in
accordance with paragraph 6(a), nothing herein shall amend, modify or supersede any contractual terms, obligations or covenants among or between any of the Company, PIMCO or the Trust previously or currently in effect, including those contractual terms, obligations or covenants contained in the Participation Agreement or the PIMCO Variable Insurance Trust Administrative Services Agreement.
6. Miscellaneous.
(a) This Agreement constitutes the complete agreement of the parties hereto as to the subject matter covered by this Agreement, and supersedes the 2007 Agreement and all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including, without limitation, the prior Agreements.
(b) This Agreement may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
(c) Governing Law. This Agreement is made pursuant to and shall be governed by, interpreted under, and the rights of the parties determined in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Services Agreement.
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
/s/ Xxxxx X. Xxxxxx
By: Xxxxx X. Xxxxxx
Title: Managing Director
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
/s/ Xxxxxxx X. Xxxxxx
By: Xxxxxxx X. Xxxxxx
Title: VP, Investment Management
SCHEDULE A
The following rates are effective June 1, 2009, except as otherwise noted.
Portfolio Rate
PIMCO All Asset Portfolio 25 bps
PIMCO CommodityRealReturn Strategy Portfolio 30 bps
PIMCO Emerging Markets Bond Portfolio 30 bps
PIMCO Global Bond Portfolio (Unhedged) 30 bps
PIMCO Global Multi-Asset Portfolio 35 bps*
PIMCO High Yield Portfolio 30 bps
PIMCO Real Return Portfolio 20 bps
PIMCO StocksPLUS Growth and Income Portfolio 20 bps**
PIMCO Total Return Portfolio 20 bps
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* Effective on or about October 26, 2009.
** This Portfolio was liquidated on July 17, 2009.
