[EXHIBIT 8(ee)]
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN ALLIANZ GLOBAL INVESTORS OF
AMERICA L.P. (FORMERLY ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA L.P),
XXXXXXX XXXXX LIFE INSURANCE COMPANY, ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
(FORMERLY PA DISTRIBUTORS LLC) AND ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
THIS AMENDMENT, dated as of the ___ day of March, 2006, by and among
Xxxxxxx Xxxxx Life Insurance Company, an Arkansas life insurance company (the
"Company"); Allianz Global Investors Distributors LLC (formerly PA Distributors
LLC), a Delaware limited liability company ("AGID"); and Allianz Global
Investors Fund Management LLC ("AGIFM"), a Delaware limited liability company.
WITNESSETH:
WHEREAS, Allianz Global Investors of America, L.P., (formerly Allianz
Dresdner Asset Management of America, L.P.) ("AGI"), AGID and the Company
heretofore entered into a Participation Agreement dated October 11, 2002, (the
"Agreement"), with regard to separate accounts established for variable life
insurance and/or variable annuity contracts offered by the Company; and
WHEREAS, AGI and the Company consented to a Novation of the Agreement
dated April___, 2006 so that AGIFM may be substituted for AGI as a party to such
Agreement and, thereby, AGI is released from its obligations under the
Agreement; and
WHEREAS, AGIFM, AGID and the Company desire to amend Schedule(s) A and
B to the Agreement in accordance with the terms of the Agreement.
NOW, THEREFORE, in consideration of the above premises, AGIFM, AGID and
the Company hereby agree:
1. Amendment. Schedule(s) A and B to this Agreement are amended
in their entirety and are replaced by the Schedule(s) A and B
attached hereto.
2. Effectiveness. The revised Schedule(s) A and B of the
Agreement shall be effective as the date hereof.
3. Continuation. Except as set forth above, the Agreement shall
remain in full force and effective in accordance with its
terms.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
(Signatures located on following page)
IN WITNESS WHEREOF, AGIFM, AGID and the Company have caused the
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By:
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Name:
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Title:
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Date:
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ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By:
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Name:
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Title:
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Date:
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ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
By:
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Name:
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Title:
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Date:
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Schedule A
SEPARATE ACCOUNTS UTILIZING THE FUNDS
ML of New York Variable Annuity Separate Account D
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
Xxxxxxx Xxxxx XXX Annuity
Contract No. MLNY-VA-006
Xxxxxxx Xxxxx Investor Choice(SM) Annuity -- XXX Series
Contract No. MLNY-VA-010
Schedule B
DESIGNATED PORTFOLIOS AND CLASS
Allianz Funds
OCC Renaissance Fund Class A
NFJ Small Cap Value Fund Class A
CCM Capital Appreciation Fund Class A
PIMCO FUNDS: Pacific Investment Management Series
Total Return Fund Class A
Real Return Fund Class A
CommodityRealReturn Strategy Fund Class A
