AMENDMENT TO
PARTICIPATION AGREEMENT
The Participation Agreement dated July 27, 1999 by and among AIM Variable
Insurance Funds, a Delaware trust, Allianz Life Insurance Company of North
America, a Minnesota life insurance company and USAllianz Investor Services, LLC
(collectively (the "Parties") is hereby amended as follows. All capitalized
terms not otherwise defined in this Amendment, shall have the same meaning as
described in the Agreement.
WHEREAS, the Parties desire to amend Schedule A of the Agreement to add
variable funds and/or contracts.
NOW, THERFORE, in consideration of their mutual promises, the Parties
agree as follows:
Schedule A of the Agreement is herby deleted in its entirety and
replaced with the following:
SCHEDULE A
--------------------------------------- ---------------------------------- ----------------------------------------
FUNDS AVAILABLE UNDER THE POLICIES SEPARATE ACCOUNTS UTILIZING SOME POLICIES/CONTRACTS FUNDED BY THE
OR ALL OF THE FUNDS SEPARATE ACCOUNTS
--------------------------------------- ---------------------------------- ----------------------------------------
AIM V.I. Capital Appreciation Fund* Allianz Life Variable Account A o Life Fund
AIM V.I. International Growth Fund*
AIM V.I. Premier Equity Fund* Allianz Life Variable Account B o USAllianz Charter
o USAllianz Alterity
o USAllianz Rewards
o Valuemark II
o Valuemark III
o Valuemark IV
o Valuemark Income Plus
*Fund no longer available to new
investors of separate accounts
--------------------------------------- ---------------------------------- ----------------------------------------
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Effective Date: May 1, 2002
AIM VARIABLE INSURANCE FUNDS
Attest /S/ XXX XXXXXXXX By: /S/ XXXXX X. XXXXXXX
----------------- ------------------------
Name: Xxx Xxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President
(seal) ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
Attest :_____________ By: /S/XXXXXXX XXXXX
------------------
Name: ______________ Name: ___________________
Title: ______________ Title: 2ND VP
----------------------
(seal)
1 of 2
USALLIANZ INVESTOR SERVICES, LLC
Attest :_____________ By: /S/XXXXXXX XXXXX
Name: ______________ Name: ___________________
Title: ______________ Title SECRETARY
------------------
(seal)
2 of 2
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 North America, a Delaware life insurance company ("LIFE
COMPANY"); and 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 LIE 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 to prevent any person
exercising, or purporting to exercise, rights or privileges under one or
more
1
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 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 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
2
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. Aggressive Growth Fund
AIM V.I. Basic Balanced Fund
AIM V.I. Basic Value Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Core Equity Fund
AIM V.I. Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Growth Fund
AIM V.I. Large Cap Growth Fund
AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Premier Equity Fund
AIM V.I. Real Estate Fund
AIM V.I. Small Cap Equity Fund
AIM V.I. Core Stock Fund
AIM V.I. Dynamics Fund
AIM V.I. Financial Services Fund
AIM V.I. Global Health Care Fund
AIM V.I. Leisure Fund
AIM V.I. Small Company Growth Fund
AIM V.I. Technology Fund
AIM V.I. Total Return Fund
AIM V.I. Utilities Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
-------------------------------------
o Allianz Life Variable Account A
o Allianz Life Variable Account B
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
-----------------------------------------
ALLIANZ VARIABLE ACCOUNT A
--------------------------
o LifeFund
ALLIANZ VARIABLE ACCOUNT B
--------------------------
o Value Xxxx XX
o Valuemark III
o Valuemark IV
o Valuemark Income Plus
o USAllianz Charter II
o USAllianz Alterity
o USAllianz Rewards
o USAllianz High Five
o USAllianz High Five Bonus
o USAllianz High Five L
3
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date: /S/ MAY 1 , 2005.
----------- --
AIM VARIABLE INSURANCE FUNDS
Attest: /S/ XXX XXXXXXXX By: /S/ XXXXXX X. XXXXXX
----------------- ------------------------
Name: Xxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
AIM DISTRIBUTORS, INC.
Attest: /S/ P XXXXXXXX XXXXX By: /S/XXXX X. NEEDLES
--------------------- --------------------
Name: P Xxxxxxxx Xxxxx Name: Xxxx X. Needles
Title: Assistant Secretary Title:President
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
Attest : /S/ XXXX X. XXXXX By: /S/XXXXXXX XXXXX
----------------- ------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx Xxxxx
Title: Sr. Compliance Analyst Title: 2nd VP
USALLIANZ INVESTOR SERVICES, LLC
Attest : /S/ XXXX X. XXXXX By: /S/XXXXXXX XXXXX
----------------- ------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx Xxxxx
Title: Sr. Compliance Analyst Title:Secretary and VP
(seal)
4
AMENDMENT NO.2
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 North America, a Minnesota 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), LINE 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 LINE COMPANY under the circumstances described therein, LIFE
COMPANY and UNDERWRITER agree to cooperate with the Fund to prevent
any 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
1
any trading practices in any Fund that the Board 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 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.
2
Schedule A of the Agreement is hereby deleted in its entirety and replaced
with the following:
SCHEDULE A
----------
FUNDS AVAILABLE UNDER THE CONTRACTS
------------------------------------
o AIM V.I. Capital Appreciation Fund
o AIM V.I. Core Equity Fund
o AIM V.I. International Growth Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
--------------------------------------
o Allianz Life Variable Account A
o Allianz Life Variable Account B
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
-----------------------------------------
o Valuemark II
o Valuemark III
o Valuemark IV
o Valuemark Income Plus
o Valuemark Life
o Allianz LifeFund
o Allianz Charter
o Allianz Dimensions
o Allianz Alterity
o Allianz Rewards
o
3
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
NORTH AMERICA
Attest :/S/ XXXX XXXXX By: /S/XXXXXXX 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
4
