AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
As of May 3, 2004
by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Allianz Life Insurance Company of New York
USAllianz Investor Services, LLC
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), Allianz Life Insurance Company of New York ("you"), and
USAllianz Investor Services, LLC, your distributor, on your behalf and on behalf
of certain Accounts, have previously entered into a Participation Agreement
dated October 1, 2003 (the "Agreement"). The parties now desire to amend the
Agreement in this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Section 2.1.6 of the Agreement is hereby amended to add the following
sentence at the end of the section:
"Without limiting the foregoing, you agree that in recommending to a
Contract owner the purchase, sale or exchange of any subaccount units under
the Contracts, you shall have reasonable grounds for believing that the
recommendation is suitable for such Contract owner."
2. Section 3 of the Agreement is hereby deleted in its entirety and replaced
with the following Section 3:
"3. PURCHASE AND REDEMPTION OF TRUST PORTFOLIO SHARES
3.1 AVAILABILITY OF TRUST PORTFOLIO SHARES
3.1.1 We will make shares of the Portfolios available to the
Accounts for the benefit of the Contracts. The shares will be
available for purchase at the net asset value per share next computed
after we (or our agent, or
15089-2 1
you as our designee) receive a purchase order, as established in
accordance with the provisions of the then current prospectus of the
Trust. All orders are subject to acceptance by us and by the Portfolio
or its transfer agent, and become effective only upon confirmation by
us. Notwithstanding the foregoing, the Trust's Board of Trustees
("Trustees") may refuse to sell shares of any Portfolio to any person,
or may suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having
jurisdiction or if, in the sole discretion of the Trustees, they deem
such action to be in the best interests of the shareholders of such
Portfolio.
3.1.2 Without limiting the other provisions of this Section 3.1,
among other delegations by the Trustees, the Trustees have determined
that there is a significant risk that the Trust and its shareholders
may be adversely affected by investors with short term trading
activity and/or whose purchase and redemption activity follows a
market timing pattern as defined in the prospectus for the Trust, and
have authorized the Trust, the Underwriter and the Trust's transfer
agent to adopt procedures and take other action (including, without
limitation, rejecting specific purchase orders in whole or in part) as
they deem necessary to reduce, discourage, restrict or eliminate such
trading and/or market timing activity. You agree that your purchases
and redemptions of Portfolio shares are subject to, and that you will
assist us in implementing, the Market Timing Trading Policy and
Additional Policies (as described in the Trust's prospectus) and the
Trust's restrictions on excessive and/or short term trading activity
and/or purchase and redemption activity that follows a market timing
pattern.
3.1.3 We agree that shares of the Trust will be sold only to life
insurance companies which have entered into fund participation
agreements with the Trust ("Participating Insurance Companies") and
their separate accounts or to qualified pension and retirement plans
in accordance with the terms of the Shared Funding Order. No shares of
any Portfolio will be sold to the general public.
3.2 MANUAL OR AUTOMATED PORTFOLIO SHARE TRANSACTIONS
3.2.1 Section 3.3 of this Agreement shall govern and Section 3.4
shall not be operative, unless we receive from you at the address
provided in the next sentence, written notice that you wish to
communicate, process and settle purchase and redemptions for shares
(collectively, "share transactions") via the Fund/SERV and Networking
systems of the National Securities Clearing Corporation ("NSCC"). The
address for you to send such written notice shall be: Retirement
Services, Franklin Xxxxxxxxx Investments, 000 Xxxx Xxxxx, 0xx Xxxxx,
Xxx Xxxxx, Xxxxxxxxxx 00000-0000. After giving ten (10) days' advance
written notice at the address provided in the previous sentence of
your desire to use NSCC processing, Section 3.4 of this Agreement
shall govern and Section 3.3 shall not be operative.
15089-2 2
3.2.2 At any time when, pursuant to the preceding paragraph,
Section 3.4 of this Agreement governs, any party to this Agreement may
send written notice to the other parties that it chooses to end the
use of the NSCC Fund/SERV and Networking systems and return to manual
handling of share transactions. Such written notice shall be sent: (i)
if from you to us, to the address provided in the preceding paragraph;
(ii) if from us to you, to your address in Schedule G of this
Agreement. After giving ten (10) days' advance written notice at the
address as provided in the previous sentence, Section 3.3 of this
Agreement shall govern and Section 3.4 shall not be operative.
3.3 MANUAL PURCHASE AND REDEMPTION
3.3.1 You are hereby appointed as our designee for the sole
purpose of receiving from Contract owners purchase and exchange orders
and requests for redemption resulting from investment in and payments
under the Contracts that pertain to subaccounts that invest in
Portfolios ("Instructions"). "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which the
Trust calculates its net asset value pursuant to the rules of the SEC
and its current prospectus. "Close of Trading" shall mean the close of
trading on the New York Stock Exchange, generally 4:00 p.m. Eastern
Time. You represent and warrant that all Instructions transmitted to
us for processing on or as of a given Business Day ("Day 1") shall
have been received in proper form and time stamped by you prior to the
Close of Trading on Day 1. Such Instructions shall receive the share
price next calculated following the Close of Trading on Day 1,
provided that we receive such Instructions from you before 9 a.m.
Eastern Time on the next Business Day ("Day 2"). You represent and
warrant that Instructions received in proper form and time stamped by
you after the Close of Trading on Day 1 shall be treated by you and
transmitted to us as if received on Day 2. Such Instructions shall
receive the share price next calculated following the Close of Trading
on Day 2. You represent and warrant that you have, maintain and
periodically test, procedures and systems in place reasonably designed
to prevent Instructions received after the Close of Trading on Day 1
from being executed with Instructions received before the Close of
Trading on Day 1. All Instructions we receive from you after 9 a.m.
Eastern Time on Day 2 shall be processed by us on the following
Business Day and shall receive the share price next calculated
following the Close of Trading on Day 2.
3.3.2 We shall calculate the net asset value per share of each
Portfolio on each Business Day, and shall communicate these net asset
values to you or your designated agent on a daily basis as soon as
reasonably practical after the calculation is completed (normally by
6:30 p.m. Eastern Time).
3.3.3 You shall submit payment for the purchase of shares of a
Portfolio on behalf of an Account in federal funds transmitted by wire
to the Trust or to its designated custodian, which must receive such
wires no later than the close of the Reserve Bank, which is 6:00 p.m.
Eastern Time, on the Business Day following the Business Day as of
which such purchases orders are made.
15089-2 3
3.3.4 We will redeem any full or fractional shares of any
Portfolio, when requested by you on behalf of an Account, at the net
asset value next computed after receipt by us (or our agent or you as
our designee) of the request for redemption, as established in
accordance with the provisions of the then current prospectus of the
Trust. We shall make payment for such shares in the manner we
establish from time to time, but in no event shall payment be delayed
for a greater period than is permitted by the 0000 Xxx.
3.3.5 Issuance and transfer of the Portfolio shares will be by
book entry only. Stock certificates will not be issued to you or the
Accounts. Portfolio shares purchased from the Trust will be recorded
in the appropriate title for each Account or the appropriate
subaccount of each Account.
3.3.6 We shall furnish, on or before the ex-dividend date, notice
to you of any income dividends or capital gain distributions payable
on the shares of any Portfolio. You hereby elect to receive all such
income dividends and capital gain distributions as are payable on
shares of a Portfolio in additional shares of that Portfolio, and you
reserve the right to change this election in the future. We will
notify you of the number of shares so issued as payment of such
dividends and distributions.
3.3.7 Each party to this Agreement agrees that, in the event of a
material error resulting from incorrect information or confirmations,
the parties will seek to comply in all material respects with the
provisions of applicable federal securities laws.
3.4 AUTOMATED PURCHASE AND REDEMPTION
3.4.1 "Fund/SERV" shall mean NSCC's Mutual Fund Settlement, Entry
and Registration Verification System, a system for automated,
centralized processing of mutual fund purchase and redemption orders,
settlement, and account registration; "Networking" shall mean NSCC's
system that allows mutual funds and life insurance companies to
exchange account level information electronically; and "Settling Bank"
shall mean the entity appointed by the Trust or you, as applicable, to
perform such settlement services on behalf of the Trust and you, as
applicable, which entity agrees to abide by NSCC's then current rules
and procedures insofar as they relate to same day funds settlement. In
all cases, processing and settlement of share transactions shall be
done in a manner consistent with applicable law.
3.4.2 You are hereby appointed as our designee for the sole
purpose of receiving from Contract owners purchase and exchange orders
and requests for redemption resulting from investment in and payments
under the Contracts that pertain to subaccounts that invest in
Portfolios ("Instructions").
15089-2 4
"Business Day" shall mean any day on which the New York Stock Exchange
is open for trading and on which the Trust calculates its net asset
value pursuant to the rules of the SEC and its current prospectus.
"Close of Trading" shall mean the close of trading on the New York
Stock Exchange, generally 4:00 p.m. Eastern Time. Upon receipt of
Instructions, and upon your determination that there are good funds
with respect to Instructions involving the purchase of shares, you
will calculate the net purchase or redemption order for each
Portfolio.
3.4.3 On each Business Day, you shall aggregate all purchase and
redemption orders for shares of a Portfolio that you received prior to
the Close of Trading. You represent and warrant that all orders for
net purchases or net redemptions derived from Instructions received by
you and transmitted to Fund/SERV for processing on or as of a given
Business Day ("Day 1") shall have been received in proper form and
time stamped by you prior to the Close of Trading on Day 1. Such
orders shall receive the share price next calculated following the
Close of Trading on Day 1, provided that we receive Instructions from
Fund/SERV by 6:30 a.m. Eastern Time on the next Business Day ("Day
2"). You represent and warrant that orders received in good order and
time stamped by you after the Close of Trading on Day 1 shall be
treated by you and transmitted to Fund/SERV as if received on Day 2.
Such orders shall receive the share price next calculated following
the Close of Trading on Day 2. All Instructions we receive from
Fund/SERV after 6:30 a.m. Eastern Time on Day 2 shall be processed by
us on the following Business Day and shall receive the share price
next calculated following the close of trading on Day 2. You represent
and warrant that you have, maintain and periodically test, procedures
and systems in place reasonably designed to prevent orders received
after the Close of Trading on Day 1 from being executed with orders
received before the Close of Trading on Day 1, and periodically
monitor the systems to determine their effectiveness. Subject to your
compliance with the foregoing, you will be considered the designee of
the Underwriter and the Portfolios, and the Business Day on which
Instructions are received by you in proper form prior to the Close of
Trading will be the date as of which shares of the Portfolios are
deemed purchased, exchanged or redeemed pursuant to such Instructions.
Dividends and capital gain distributions will be automatically
reinvested at net asset value in accordance with the Portfolio's then
current prospectus.
3.4.4 We shall calculate the net asset value per share of each
Portfolio on each Business Day, and shall furnish to you through
NSCC's Networking or Mutual Fund Profile System: (i) the most current
net asset value information for each Portfolio; and (ii) in the case
of fixed income funds that declare daily dividends, the daily accrual
or the interest rate factor. All such information shall be furnished
to you by 6:30 p.m. Eastern Time on each Business Day or at such other
time as that information becomes available.
3.4.5 You will wire payment for net purchase orders by the
Trust's NSCC Firm Number, in immediately available funds, to an NSCC
settling bank account designated by you in accordance with NSCC rules
and procedures on the
15089-2 5
same Business Day such purchase orders are communicated to NSCC. For
purchases of shares of daily dividend accrual funds, those shares will
not begin to accrue dividends until the day the payment for those
shares is received.
3.4.6 We will redeem any full or fractional shares of any
Portfolio, when requested by you on behalf of an Account, at the net
asset value next computed after receipt by us (or our agent or you as
our designee) of the request for redemption, as established in
accordance with the provisions of the then current prospectus of the
Trust. NSCC will wire payment for net redemption orders by the Trust,
in immediately available funds, to an NSCC settling bank account
designated by you in accordance with NSCC rules and procedures on the
Business Day such redemption orders are communicated to NSCC, except
as provided in the Trust's prospectus and statement of additional
information.
3.4.7 Issuance and transfer of the Portfolio shares will be by
book entry only. Stock certificates will not be issued to you or the
Accounts. Portfolio shares purchased from the Trust will be recorded
in the appropriate title for each Account or the appropriate
subaccount of each Account.
3.4.8 We shall furnish through NSCC's Networking or Mutual Fund
Profile System on or before the ex-dividend date, notice to you of any
income dividends or capital gain distributions payable on the shares
of any Portfolio. You hereby elect to receive all such income
dividends and capital gain distributions as are payable on shares of a
Portfolio in additional shares of that Portfolio, and you reserve the
right to change this election in the future. We will notify you of the
number of shares so issued as payment of such dividends and
distributions.
3.4.9 All orders are subject to acceptance by Underwriter and
become effective only upon confirmation by Underwriter. Underwriter
reserves the right: (i) not to accept any specific order or part of
any order for the purchase or exchange of shares through Fund/SERV;
and (ii) to require any redemption order or any part of any redemption
order to be settled outside of Fund/SERV, in which case the order or
portion thereof shall not be "confirmed" by Underwriter, but rather
shall be accepted for redemption in accordance with Section 3.4.11
below.
3.4.10 All trades placed through Fund/SERV and confirmed by
Underwriter via Fund/SERV shall settle in accordance with
Underwriter's profile within Fund/SERV applicable to you. Underwriter
agrees to provide you with account positions and activity data
relating to share transactions via Networking.
3.4.11 If on any specific day you or Underwriter are unable to
meet the NSCC deadline for the transmission of purchase or redemption
orders for that day, a party may at its option transmit such orders
and make such payments for purchases and redemptions directly to you
or us, as applicable, as is otherwise provided in the Agreement;
provided, however, that we must receive
15089-2 6
written notification from you by 9:00 a.m. Eastern Time on any day
that you wish to transmit such orders and/or make such payments
directly to us.
3.4.12 In the event that you or we are unable to or prohibited
from electronically communicating, processing or settling share
transactions via Fund/SERV, you or we shall notify the other,
including providing the notification provided above in Section 3.4.11.
After all parties have been notified, you and we shall submit orders
using manual transmissions as are otherwise provided in the Agreement.
3.4.13 These procedures are subject to any additional terms in
each Portfolio's prospectus and the requirements of applicable law.
The Trust reserves the right, at its discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any
Portfolio.
3.4.14 Each party to the Agreement agrees that, in the event of a
material error resulting from incorrect information or confirmations,
the parties will seek to comply in all material respects with the
provisions of applicable federal securities laws.
3.4.15 You and Underwriter represent and warrant that each: (a)
has entered into an agreement with NSCC; (b) has met and will continue
to meet all of the requirements to participate in Fund/SERV and
Networking; (c) intends to remain at all times in compliance with the
then current rules and procedures of NSCC, all to the extent necessary
or appropriate to facilitate such communications, processing, and
settlement of share transactions; and (d) will notify the other
parties to this Agreement if there is a change in or a pending failure
with respect to its agreement with NSCC."
3. A new Section 6.7 is hereby added to the Agreement as follows:
"6.7 You agree that any posting of Portfolio prospectuses on your
website will result in the Portfolio prospectuses: (i) appearing
identical to the hard copy printed version; (ii) being clearly
associated with the particular Contracts in which they are available
and posted in close proximity to the applicable Contract prospectuses;
(iii) having no less prominence than prospectuses of any other
underlying funds available under the Contracts; and (iv) being used in
an authorized manner. Notwithstanding the above, you understand and
agree that you are responsible for ensuring that participation in the
Portfolios, and any website posting, or other use, of the Portfolio
prospectuses is in compliance with this Agreement and applicable state
and federal securities and insurance laws and regulations, including
as they relate to paper or electronic use of fund prospectuses. The
format of such presentation, the script and layout for any website
that mentions the Trust, the Underwriter, an Adviser or the Portfolios
shall be routed to us as sales literature or other promotional
materials, pursuant to Section 6 of this Agreement.
15089-2 7
In addition, you agree to be solely responsible for maintaining
and updating the Portfolio prospectuses' PDF files (including
prospectus supplements) and removing and/or replacing promptly any
outdated prospectuses, as necessary, ensuring that any accompanying
instructions by us, for using or stopping use are followed. You agree
to designate and make available to us a person to act as a single
point of communication contact for these purposes. We are not
responsible for any additional costs or additional liabilities that
may be incurred as a result of your election to place the Portfolio
prospectuses on your website. We reserve the right to revoke this
authorization, at any time and for any reason, although we may instead
make our authorization subject to new procedures."
4. A new Section 6.8 is hereby added to the Agreement as follows:
"6.8 Each of your and your distributor's registered
representatives, agents, independent contractors and employees, as
applicable, will have access to our websites at xxxxxxxxxxxxxxxxx.xxx,
and such other URLs through which we may permit you to conduct
business concerning the Portfolios from time to time (referred to
collectively as the "Site") as provided herein: (i) upon registration
by such individual on a Site; (ii) if you cause a Site Access Request
Form (an "Access Form") to be signed by your authorized supervisory
personnel and submitted to us, as a Schedule to, and legally a part
of, this Agreement; or (iii) if you provide such individual with the
necessary access codes or other information necessary to access the
Site through any generic or firm-wide authorization we may grant you
from time to time. Upon receipt by us of a completed registration
submitted by an individual through the Site or a signed Access Form
referencing such individual, we shall be entitled to rely upon the
representations contained therein as if you had made them directly
hereunder and we will issue a user identification, express number
and/or password (collectively, "Access Code"). Any person to whom we
issue an Access Code or to whom you provide the necessary Access Codes
or other information necessary to access the Site through any generic
or firm-wide authorization we may grant you from time to time shall be
an "Authorized User."
We shall be entitled to assume that such person validly
represents you and that all instructions received from such person are
authorized, in which case such person will have access to the Site,
including all services and information to which you are authorized to
access on the Site. All inquiries and actions initiated by you
(including your Authorized Users) are your responsibility, are at your
risk and are subject to our review and approval (which could cause a
delay in processing). You agree that we do not have a duty to question
information or instructions you (including Authorized Users) give to
us under this Agreement, and that we are entitled to treat as
authorized, and act upon, any such instructions and information you
submit to us. You agree to take all reasonable measures to prevent any
individual other than an Authorized User from obtaining access to the
Site. You agree to inform us if you wish to restrict or revoke the
access of any individual Access Code. If you become aware of any loss
or theft or
15089-2 8
unauthorized use of any Access Code, you agree to contact us
immediately. You also agree to monitor your (including Authorized
Users') use of the Site to ensure the terms of this Agreement are
followed. You also agree that you will comply with all policies and
agreements concerning Site usage, including without limitation the
Terms of Use Agreement(s) posted on the Site ("Site Terms"), as may be
revised and reposted on the Site from time to time, and those Site
Terms (as in effect from time to time) are a part of this Agreement.
Your duties under this section are considered "services" required
under the terms of this Agreement. You acknowledge that the Site is
transmitted over the Internet on a reasonable efforts basis and we do
not warrant or guarantee their accuracy, timeliness, completeness,
reliability or non-infringement. Moreover, you acknowledge that the
Site is provided for informational purposes only, and is not intended
to comply with any requirements established by any regulatory or
governmental agency."
5. A new paragraph is added at the end of Section 10.8 of the Agreement
as follows:
"Each party to this Agreement agrees to limit the disclosure of
nonpublic personal information of Contract owners consistent with its
policies on privacy with respect to such information and Regulation
S-P of the SEC. Each party hereby agrees that it will comply with all
applicable requirements under the regulations implementing Title V of
the Xxxxx-Xxxxx-Xxxxxx Act and any other applicable federal and state
consumer privacy acts, rules and regulations. Each party further
represents that it has in place, and agrees that it will maintain,
information security policies and procedures for protecting nonpublic
personal customer information adequate to conform to applicable legal
requirements."
6. Schedule D of the Agreement is hereby deleted in its entirety and
replaced with the Schedule D attached hereto.
All other terms and provisions not amended herein shall remain in full
force and effect.
15089-2 9
IN WITNESS WHEREOF, each of the parties have caused their duly authorized
officers to execute this Amendment.
The Company: ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
Distributor for the Company: USALLIANZ INVESTOR SERVICES, LLC
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: President
FRANKLIN XXXXXXXXX VARIABLE
The Trust: INSURANCE PRODUCTS TRUST
ONLY ON BEHALF OF EACH
PORTFOLIO LISTED ON
SCHEDULE C HEREOF.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxx
Name: Xxxxx X. Xxx
Title: Senior Vice President
15089-2 10
SCHEDULE D
CONTRACTS OF THE COMPANY
------- -------------- ---------------------- -------------------------- ------------------------------------------------
INSURANCE PRODUCT NAME SEPARATE ACCOUNT NAME
# COMPANY REGISTERED Y/N REGISTERED X/X XXXXXXX XX XXXXXX XXX XXXXXXXXXX
0000 XXX #, STATE 1940 ACT #
FORM ID
------- -------------- ---------------------- -------------------------- ------------------------------------------------
------- -------------- ---------------------- -------------------------- ------------------------------------------------
1 Allianz Life USAllianz Advantage Allianz Life of NY CLASS 2 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-19699 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small Cap Fund
Franklin Small Cap Value Securities Fund
Franklin U.S Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
CLASS 1 SHARES:
Franklin Zero Coupon Fund 2005
Franklin Zero Coupon Fund 2010
------- -------------- ---------------------- -------------------------- ------------------------------------------------
------- -------------- ---------------------- -------------------------- ------------------------------------------------
2 Allianz Life Valuemark II Allianz Life of NY CLASS 1 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 33-26646 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small Cap Fund
Franklin Small Cap Value Securities Fund
Franklin U.S Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
------- -------------- ---------------------- -------------------------- ------------------------------------------------
------- -------------- ---------------------- -------------------------- ------------------------------------------------
15089-2 D-1
------- -------------- ---------------------- -------------------------- ------------------------------------------------
INSURANCE PRODUCT NAME SEPARATE ACCOUNT NAME
# COMPANY REGISTERED Y/N REGISTERED X/X XXXXXXX XX XXXXXX XXX XXXXXXXXXX
0000 XXX #, STATE 1940 ACT #
FORM ID
------- -------------- ---------------------- -------------------------- ------------------------------------------------
------- -------------- ---------------------- -------------------------- ------------------------------------------------
3 Allianz Life Valuemark IV Allianz Life of NY CLASS 1 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-19699 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small Cap Fund
Franklin Small Cap Value Securities Fund
Franklin U.S Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
------- -------------- ---------------------- -------------------------- ------------------------------------------------
------- -------------- ---------------------- -------------------------- ------------------------------------------------
4 Allianz Life USAllianz Opportunity Allianz Life of NY CLASS 2 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-75718 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small Cap Fund
Franklin Small Cap Value Securities Fund
Franklin U.S Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
CLASS 1 SHARES:
Franklin Zero Coupon Fund 2005
Franklin Zero Coupon Fund 2010
------- -------------- ---------------------- -------------------------- ------------------------------------------------
------- -------------- ---------------------- -------------------------- ------------------------------------------------
15089-2 D-2
------- -------------- ---------------------- -------------------------- ------------------------------------------------
INSURANCE PRODUCT NAME SEPARATE ACCOUNT NAME
# COMPANY REGISTERED Y/N REGISTERED X/X XXXXXXX XX XXXXXX XXX XXXXXXXXXX
0000 XXX #, STATE 1940 ACT #
FORM ID
------- -------------- ---------------------- -------------------------- ------------------------------------------------
------- -------------- ---------------------- -------------------------- ------------------------------------------------
5 Allianz Life USAllianz Charter II Allianz Life of NY CLASS 2 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-105274 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small Cap Fund
Franklin Small Cap Value Securities Fund
Franklin U.S Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
CLASS 1 SHARES:
Franklin Zero Coupon Fund 2005
Franklin Zero Coupon Fund 2010
------- -------------- ---------------------- -------------------------- ------------------------------------------------
15089-2 D-3
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
as of May 1, 2006
by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Allianz Life Insurance Company of New York
Allianz Life Financial Services, LLC
(Formerly USAllianz Investor Services, LLC)
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), Allianz Life Insurance Company of New York ("you"), and
Allianz Life Financial Services, LLC (formerly "USAllianz Investor Services,
LLC"), your distributor, on your behalf and on behalf of certain Accounts, have
previously entered into a Participation Agreement dated October 1, 2003 and
amended as of May 3, 2004 (the "Agreement"). The parties now desire to further
amend the Agreement in this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
and earlier amendments, shall remain in full force and effect. Unless otherwise
indicated, the terms defined in the Agreement shall have the same meaning in
this Amendment.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Schedules, C and D of the Agreement is hereby deleted in their entirety and
replaced with the Schedules C and D attached hereto, respectively.
2. All other terms and provisions not amended herein shall remain in full
force and effect.
41491-2 1
IN WITNESS WHEREOF, each of the parties has caused their duly authorized
officers to execute this Amendment.
The Company: ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Securities Counsel
Distributor for the Company: ALLIANZ LIFE FINANCIAL SERVICES, LLC
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Sr. VP Advisory Management
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
PRODUCTS TRUST
ONLY ON BEHALF OF EACH
PORTFOLIO LISTED ON
SCHEDULE C HEREOF.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER
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CLASS 1 SHARES
Franklin Money Market Fund Franklin Advisers, Inc.
Franklin Real Estate Fund Franklin Advisers, Inc.
Franklin Zero Coupon Fund 2010 Franklin Advisers, Inc.
Mutual Discovery Securities Fund Franklin Mutual Advisers, LLC
Mutual Shares Securities Fund Franklin Mutual Advisers, LLC
Templeton Developing Markets Securities Fund Xxxxxxxxx Asset Management Ltd.
Templeton Foreign Securities Fund Xxxxxxxxx Investment Counsel, Inc.
Templeton Global Asset Allocation Fund Xxxxxxxxx Investment Counsel, Inc.
Templeton Global Income Securities Fund Franklin Advisers, Inc.
CLASS 1 AND CLASS 2 SHARES
Franklin Global Communications Securities Fund Franklin Advisers, Inc.
Franklin Growth and Income Securities Fund Franklin Advisers, Inc.
Franklin High Income Fund Franklin Advisers, Inc.
Franklin Income Securities Fund Franklin Advisers, Inc.
Franklin Large Cap Growth Securities Fund Franklin Advisers, Inc.
Franklin Rising Dividends Securities Fund Franklin Advisory Services, LLC
Franklin Small-Mid Cap Growth Securities Fund Franklin Advisers, Inc.
Franklin Small Cap Value Securities Fund Franklin Advisory Services, LLC
Franklin U.S. Government Fund Franklin Advisers, Inc.
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SCHEDULE D
CONTRACTS OF THE COMPANY
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INSURANCE PRODUCT NAME SEPARATE ACCOUNT NAME
# COMPANY REGISTERED Y/N REGISTERED Y/N CLASSES OF SHARES AND PORTFOLIOS
1933 ACT NO. 1940 ACT #
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1 Allianz Life Allianz Advantage Allianz Life of NY CLASS 2 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-19699 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small-Mid Cap Growth Securities Fund
Franklin Small Cap Value Securities Fund
Franklin U.S. Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
CLASS 1 SHARES:
Franklin Zero Coupon Fund 2010
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2 Allianz Life Valuemark II Allianz Life of NY CLASS 1 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 33-26646 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small-Mid Cap Growth Securities Fund
Franklin Small Cap Value Securities Fund
Franklin U.S. Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
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INSURANCE PRODUCT NAME SEPARATE ACCOUNT NAME
# COMPANY REGISTERED Y/N REGISTERED Y/N CLASSES OF SHARES AND PORTFOLIOS
1933 ACT NO. 1940 ACT #
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3 Allianz Life Valuemark IV Allianz Life of NY CLASS 1 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-19699 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small-Mid Cap Growth Securities Fund
Franklin Small Cap Value Securities Fund
Franklin U.S. Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
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4 Allianz Life Allianz Opportunity Allianz Life of NY CLASS 2 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-75718 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small-Mid Cap Growth Securities Fund
Franklin Small Cap Value Securities Fund
Franklin U.S. Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
CLASS 1 SHARES:
Franklin Zero Coupon Fund 2010
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INSURANCE PRODUCT NAME SEPARATE ACCOUNT NAME
# COMPANY REGISTERED Y/N REGISTERED Y/N CLASSES OF SHARES AND PORTFOLIOS
1933 ACT NO. 1940 ACT #
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5 Allianz Life Allianz Charter II Allianz Life of NY CLASS 2 SHARES:
Insurance Yes Variable Account C Franklin Global Communications Securities Fund
Company of 333-105274 Yes Franklin Growth and Income Securities Fund
New York 811-05716 Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small-Mid Cap Growth Securities Fund
Franklin Small Cap Value Securities Fund
Franklin U.S. Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Developing Markets Securities Fund
Xxxxxxxxx Foreign Securities Fund
Templeton Growth Securities Fund
CLASS 1 SHARES:
Franklin Zero Coupon Fund 2010
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