DISTRIBUTION SERVICES AGREEMENT
This Agreement is made as of January 1, 2007, between Allianz Life
Insurance Company of North America ("Allianz Life"), a Minnesota life insurance
company, and Allianz Global Investors Distributors, LLC ("AGID"), a Delaware
limited liability company.
RECITALS
WHEREAS, Allianz Life desires that AGID provide assistance in the
distribution of Allianz Life'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;
WITNESSETH:
Allianz Life and AGID agree as follows:
1. APPOINTMENT. Allianz Life 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, 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 1.
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 as explanatory
materials and/or information supplemental to each prospectus. Allianz Life 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 in advance of such use.
5. COMPENSATION. In consideration of AGID's provision of the services
described in this Agreement, Allianz Life 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 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 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 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, 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 or its designees such
information as Allianz Life 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 and its designees (including, without limitation,
any auditors designated by Allianz Life), in the
preparation of reports to Allianz Life's Board of Directors concerning this
Agreement and the monies paid or payable by Allianz Life 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 tern' "business
day" shall mean a day that both Allianz Life 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 may be 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 NORTH AMERICA
BY: /S/XXXXX X. XXXXXXXXXX
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Name: XXXXX X. XXXXXXXXXX
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Title: SENIOR VICE PRESIDENT II
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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: 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
