AMENDMENT TO
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated July 27, 1999, by
and among AIM Variable Insurance Funds ,a Delaware trust, Preferred Life
Insurance Company of New York, a New York life insurance company and
USAIlianz 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, THEREFORE, in consideration of their mutual promises, the
parties agree as follows:
Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:
SCHEDULE A
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FUNDS AVAILABLE UNDER SEPARATE ACCOUNTS POLICIES/CONTRACTS FUNDED BY THE
THE POLICIES UTILIZING SOME OR SEPARATE ACCOUNTS
ALL OF THE FUNDS
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AIM V.I. Capital Appreciation Fund* Preferred Life Variable Account C
. NY XX XX/Advantage
AIM V.I. International Growth Fund*
AIM V.I. Premier Equity Fund*
* Fund no longer available to new
Investors of separate
accounts
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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
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Name: XXX XXXXXXXX Name: XXXXX X. XXXXXXX
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Title: ASSISTANT SECRETARY Title: SENIOR VICE PRESIDENT
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(seal) PREFERRED LIFE INSURANCE COMPANY OF
NORTH AMERICA
Attest :/s/ XXXXXXXXXXX X. XXXXXXXXX By: /S/XXXXXXX X. XXXXX
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Name: XXXXXXXXXXX X. XXXXXXXXX Name: XXXXXXX X. XXXXX
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Title: _____________ Title SECRETARY
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(seal)
USALLIANZ INVESTOR SERVICES, LLC
Attest :/s/_ XXXXXXXXXXX X. XXXXXXXXX By: /S/ XXXXXXXXXXX X. XXXXXXXXX
------------------------- ------------------------------
Name: XXXXXXXXXXX X. XXXXXXXXX Name: XXXXXXXXXXX X. XXXXXXXXX
------------------------- -------------------------
Title: ______________ Title:____________________________
(seal)
1 of 1
AMENDMENT TO PARTICIPATION AGREEMENT
The Participation Agreement dated July 27, 1999 by and among AIM Variable
Insurance Funds, Inc., Preferred Life Insurance Company of New York, and
USAIlianz Investor Services, LLC (formerly NALAC Financial Plans, LLC) is hereby
amended by deleting the existing Schedule A, amended May 1, 2002 and inserting
in lieu thereof the following schedules. In addition, Preferred Life Insurance
Company of New York has changed its name to Allianz Life Insurance Company of
New York as of January 1, 2003. Therefore all occurrences of "Preferred Life
Insurance Company of New York" are replaced with "Allianz Life Insurance Company
of New York" in this Participation Agreement, as of January 1, 2003.
SCHEDULE A
(4th revised edition - effective May 1, 2003)
SEPARATE ACCOUNT UTILIZING THE FUNDS
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o Allianz Life of NY Variable Account C
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
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o USAllianz Advantage
o USAllianz Opportunity
|X| USAllianz Charter II NY
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to
execute this amendment to the participation agreement as of May 1, 2003.
AIM VARIABLE INSURANCE FUNDS, INC. USALLIANZ INVESTOR SERVICES, LLC
Attest :/s/ By: /S/ XXXXXXXXXXX X. XXXXXXXXX
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Name: _______________ Name: XXXXXXXXXXX X. XXXXXXXXX
Title: _____________ Title PRESIDENT
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ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
Attest :/s/_ XXXXXXX X. XXXXX
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Name: XXXXXXX X. XXXXX
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Title: SECRETARY AND DIRECTOR
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 "AVIV); ALLIANZ Life
Insurance Company of New York (formerly Preferred Life Insurance Company of New
York), a New York 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), 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 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 LIFE
COMPANY under the circumstances described therein, LIFE COMPANY and
UNDERWRITER agree to cooperate with the Fund and AIM 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 any trading practices in any Fund that
the Board or AIM 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 AIM or 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, m any given case, the force or circumstances making
performance impossible shall exist.
Schedule A of the Agreement is hereby deleted in its entirety and replaced with
the following:
SCHEDULE A
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FUNDS AVAILABLE UNDER THE CONTRACTS
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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
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o Allianz Life Variable Account C
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
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o Allianz Advantage
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
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Name: XXX XXXXXXXX Name: XXXX X. XXXX
Title: ASSISTANT SECRETARY Title: SENIOR VICE PRESIDENT
ALLIANZ LIFE INSURANCE COMPANY OF
NEW YORK
Attest :/s/ _JANE XXXXX By: /S/ XXXXXXX X. XXXXX
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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
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Name: XXXX XXXXX Name: XXXXXXX XXXXXX
Title: SR. COMPLIANCE ANALYST Title SR. VP ADVISORY MANAGEMENT
