ADMINISTRATIVE SERVICES AGREEMENT
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA ("INSURER") and A I M ADVISORS,
INC. ("AIM") (collectively, the "Parties") mutually agree to the arrangements
set forth in this Administrative Services Agreement (the "Agreement") dated as
of July 27, 1999.
WHEREAS, AIM is the investment adviser to AIM Variable Insurance Funds, Inc.
(the "Fund"); and
WHEREAS, AIM has entered into an amended Master Administrative Services
Agreement, dated May 1, 1998, with the Fund ("Master Agreement") pursuant to
which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the Fund's Board of
Directors from time to time; and
WHEREAS, INSURER issues variable life insurance policies and/or variable annuity
contracts (collectively, the "Contracts"); and
WHEREAS, INSURER has entered into a participation agreement, dated July 27, 1999
("Participation Agreement") with the Fund, pursuant to which the Fund has agreed
to make shares of certain of its portfolios ("Portfolios") available for
purchase by one or more of INSURER separate accounts or divisions thereof (each,
a "Separate Account"), in connection with the allocation by Contract owners of
purchase payments to corresponding investment options offered under the
Contracts; and
WHEREAS, INSURER and AIM expect that the Fund, and its Portfolios, can derive
substantial savings in administrative expenses by virtue of having one or more
Separate Accounts of INSURER each as a single shareholder of record of Portfolio
shares, rather than having numerous public shareholders of such shares; and
WHEREAS, INSURER and AIM expect that the Fund, and its Portfolios, can derive
such substantial savings because INSURER performs the administrative services
listed on Schedule A hereto for the Fund in connection with the Contracts issued
by INSURER; and
WHEREAS, INSURER has no contractual or other legal obligation to perform such
administrative services, other than pursuant to this Agreement and the
Participation Agreement; and
WHEREAS, INSURER desires to be compensated for providing such administrative
services; and
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WHEREAS, AIM desires that the Fund benefit from the lower administrative
expenses resulting from the administrative services performed by INSURER; and
WHEREAS, AIM desires to retain the administrative services of INSURER and to
compensate INSURER for providing such administrative services;
NOW, THEREFORE, the Parties agree as follows:
Section 1. Administrative Services; Payments Therefor.
(a) INSURER shall provide the administrative services set out in Schedule A
hereto and made a part hereof, as the same may be amended from time to
time. For such services, AIM agrees to pay to INSURER a quarterly fee
("Quarterly Fee") equal to a percentage of the average daily net assets of
the Fund attributable to the Contracts issued by INSURER ("INSURER Fund
Assets") at the annual rate of 0.25%.
(b) AIM shall calculate the Quarterly Fee at the end of each calendar quarter
and will make such payment to INSURER, without demand or notice by INSURER,
within 30 days thereafter, in a manner mutually agreed upon by the Parties
from time to time.
(c) From time to time, the Parties shall review the Quarterly Fee to determine
whether it exceeds or is reasonably expected to exceed the incurred and
anticipated costs, over time, of INSURER. The Parties agree to negotiate in
good faith a reduction to the Quarterly Fee as necessary to eliminate any
such excess or as necessary to reflect a reduction in the fee paid by the
Fund to AIM pursuant to the Master Agreement.
Section 2. Nature of Payments.
The Parties to this Agreement recognize and agree that AIM's payments hereunder
are for administrative services only and do not constitute payment in any manner
for investment advisory services or for costs of distribution of Contracts or of
Portfolio shares, and are not otherwise related to investment advisory or
distribution services or expenses. INSURER represents and warrants that the fees
to be paid by AIM for services to be rendered by INSURER pursuant to the terms
of this Agreement are to compensate the INSURER for providing administrative
services to the Fund, and are not designed to reimburse or compensate INSURER
for providing administrative services with respect to the Contracts or any
Separate Account.
Section 3. Term and Termination.
Any Party may terminate this Agreement, without penalty, on 60 days written
notice to the other Party. Unless so terminated, this Agreement shall continue
in effect for so long as AIM or its successor(s) in interest, or any affiliate
thereof, continues to perform in a similar capacity for the
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Fund, and for so long as INSURER provides the services contemplated hereunder
with respect to Contracts under which values or monies are allocated to a
Portfolio.
SECTION 4. AMENDMENT.
This Agreement may be amended upon mutual agreement of the Parties in writing.
SECTION 5. NOTICES.
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxx
A I M ADVISORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esquire
SECTION 6. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Parties and
their transferees, successors and assigns. The benefits of and the right to
enforce this Agreement shall accrue to the Parties and their transferees,
successors and assigns.
(b) ASSIGNMENT. Neither this Agreement nor any of the rights, obligations or
liabilities of any Party hereto shall be assigned without the written consent of
the other Party.
(c) INTENDED BENEFICIARIES. Nothing in this Agreement shall be construed to give
any person or entity other than the Parties, as well as the Fund, any legal or
equitable claim, right or remedy. Rather, this Agreement is intended to be for
the sole and exclusive benefit of the Parties, as well as the Fund.
(d) COUNTERPARTS. This 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.
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(e) APPLICABLE LAW. This Agreement shall be interpreted, construed, and enforced
in accordance with the laws of the State of Delaware without reference to the
conflict of law principles thereof.
(f) SEVERABILITY. If any portion of this Agreement shall be found to be invalid
or unenforceable by a court or tribunal or regulatory agency of competent
jurisdiction, the remainder shall not be affected thereby, but shall have the
same force and effect as if the invalid or unenforceable portion had not been
inserted.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of
first above written.
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
A I M ADVISORS, INC.
By: /s/ PMA
Title: President
SCHEDULE A
ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS, INC.
INSURER shall provide certain administrative services respecting the operations
of the Fund, as set forth below. This Schedule, which may be amended from time
to time as mutually agreed upon by INSURER and AIM, constitutes an integral part
of the Agreement to which it is attached. Capitalized terms used herein shall,
unless otherwise noted, have the same meaning as the defined terms in the
Agreement to which this Schedule relates.
A. RECORDS OF PORTFOLIO SHARE TRANSACTIONS; MISCELLANEOUS RECORDS
1. INSURER shall maintain master accounts with the Fund, on behalf of each
Portfolio, which accounts shall bear the name of INSURER as the record owner of
Portfolio shares on behalf of each Separate Account investing in the Portfolio.
2. INSURER all maintain a daily journal setting out the number of shares of
each Portfolio purchased, redeemed or exchanged by Contract owners each day, as
well as the net purchase or redemption orders for Portfolio shares submitted
each day, to assist AIM, the Fund and/or the Fund's transfer agent in tracking
and recording Portfolio share transactions, and to facilitate the computation of
each Portfolio's net asset value per share. INSURER shall promptly provide AIM,
the Fund, and the Fund's transfer agent with a copy of such journal entries or
information appearing thereon in such format as may be reasonably requested from
time to time. INSURER shall provide such other assistance to AIM, the Fund, and
the Fund's transfer agent as may be necessary to cause various Portfolio share
transactions effected by Contract owners to be properly reflected on the books
and records of the Fund.
3. In addition to the foregoing records, and without limitation, INSURER
shall maintain and preserve all records as required by law to be maintained and
preserved in connection with providing administrative services hereunder.
B. ORDER PLACEMENT AND PAYMENT
1. INSURER shall determine the net amount to be transmitted to the Separate
Accounts as a result of redemptions of each Portfolio's shares based on Contract
owner redemption requests and shall disburse or credit to the Separate Accounts
all proceeds of redemptions of Portfolio shares. INSURER shall notify the Fund
of the cash required to meet redemption payments.
2. INSURER shall determine the net amount to be transmitted to the Fund as
a result of purchases of Portfolio shares based on Contract owner purchase
payments and transfers allocated to the Separate Accounts investing in each
Portfolio. INSURER shall transmit net purchase payments to the Fund's custodian.
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c. ACCOUNTING SERVICES
INSURER shall perform miscellaneous accounting services as may be
reasonably requested from time to time by AIM, which services shall relate to
the business contemplated by the Participation Agreement between INSURER and the
Fund, as amended from time to time. Such services shall include, without
limitation, periodic reconciliation and balancing of INSURER's books and records
with those of the Fund with respect to such matters as cash accounts, Portfolio
share purchase and redemption orders placed with the Fund, dividend and
distribution payments by the Fund, and such other accounting matters that may
arise from time to time in connection with the operations of the Fund as related
to the business contemplated by the Participation Agreement.
D. REPORTS
INSURER acknowledges that AIM may, from time to time, be called upon by the
Fund's Board of Directors ("Board"), to provide various types of information
pertaining to the operations of the Fund and related matters, and that AIM also
may, from time to time, decide to provide such information to the Board in its
own discretion. Accordingly, INSURER agrees to provide AIM with such assistance
as AIM may reasonably request so that AIM can report such information to the
Fund's Board in a timely manner. INSURER acknowledges that such information and
assistance shall be in addition to the information and assistance required of
INSURER pursuant to the Fund's mixed and shared funding SEC exemptive order,
described in the Participation Agreement.
INSURER further agrees to provide AIM with such assistance as AIM may
reasonably request with respect to the preparation and submission of reports and
other documents pertaining to the Fund to appropriate regulatory bodies and
third party reporting services.
E. FUND-RELATED CONTRACT OWNER SERVICES
INSURER agrees to print and distribute, in a timely manner, prospectuses,
statements of additional information, supplements thereto, periodic reports,
proxy materials and any other materials of the Fund required by law or otherwise
to be given to its shareholders, including, without limitation, Contract owners
investing in Portfolio shares. INSURER further agrees to provide telephonic
support for Contract owners, including, without limitation, advice with respect
to inquiries about the Fund and each Portfolio thereof (not including
information about performance or related to sales), communicating with Contract
owners about Fund (and Separate Account) performance, and assisting with proxy
solicitations, specifically with respect to soliciting voting instructions from
Contract owners.
F. MISCELLANEOUS SERVICES
INSURER shall provide such other administrative support to the Fund as
mutually agreed between INSURER and AIM or the Fund from time to time. INSURER
shall, from time to time, relieve the Fund of other usual or incidental
administration services of the type ordinarily borne by mutual funds that offer
shares to individual members of the general public.
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