AMENDED AND RESTATED SERVICES AGREEMENT
This Services Agreement is made as of January 1, 2007, between Pacific
Investment Management Company LLC ("PIMCO"), a Delaware limited liability
company, and Allianz Life Insurance Company of North America (the "Company"), a
Minnesota insurance company.
WHEREAS, the Company, Allianz Global Investors Distributors LLC
(formerly known as 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 and
Institutional 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 Administrative Class 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 separate Services Agreement with the
Trust, dated April 1, 2000 (the "PIMCO Variable Insurance Trust Services
Agreement"), pursuant to which the Company is entitled to reimbursement under
the Plan for services provided to Variable Contract owners; 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
WHEREAS, the following represents the collective intention and
understanding of the service fee agreement between PIMCO and the Company.
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NOW, THEREFORE, in consideration of their mutual promises, the Company
and PIMCO agree as follows:
1. SERVICES. The Company and/or its affiliates agree to provide services
("Services") to owners of Variable Contracts including, but not limited to:
teleservicing 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; and provision of
other services as may be agreed upon from time to time.
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
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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. ENTIRE AGREEMENT; EFFECT ON OTHER TERMS, OBLIGATIONS, AND COVENANTS. This
Agreement embodies the entire agreement and understandings between the parties
hereto, and supersedes all prior agreement and understandings relating to the
subject matter hereof. Except as otherwise provided in the preceding sentence,
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 Services Agreement.
6. COUNTERPARTS. 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.
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to
execute this Services Agreement.
PACIFIC INVESTMENT MANAGMENT
COMPANY, LLC
BY: /S/ XXXXXXX X. XXXXXXX
-----------------------------
NAME: XXXXXXX X. XXXXXXX
-----------------------------
TITLE: EXECUTIVE VICE PRESIDENT
-----------------------------
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
BY: /S/ XXXXX XXXXXXXXXX
-----------------------------
NAME: XXXXX XXXXXXXXXX
-----------------------------
TITLE: SR. VICE PRESIDENT
-----------------------------
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SCHEDULE A
THE FOLLOWING RATES ARE EFFECTIVE JANUARY 1, 2007
PORTFOLIO RATE
-----------------------------------------------------------
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PIMCO All Asset Portfolio..........................25 bps
PIMCO CommodityRealReturn Strategy Portfolio.......20 bps
PIMCO Emerging Markets Bond Portfolio..............20 bps
PIMCO Global Bond Portfolio (Unhegded).............20 bps
PIMCO High Yield Portfolio.........................20 bps
PIMCO Real Return Portfolio........................17.5 bps
PIMCO StocksPLUS Growth and Income Portfolio.......17.5 bps
PIMCO Total Return Portfolio.......................17.5 bps
