RULE 22C-2 AGREEMENT
AGREEMENT entered into as of August 30, 2006, by and among the Allianz Variable
Insurance Products Trust, the Allianz Variable Insurance Products Fund of Funds
Trust, Allianz Life Variable Account A, Allianz Life Variable Account B, and
Allianz Life of NY Variable Account C. Hereinafter, the Allianz Variable
Insurance Products Trust and the Allianz Variable Insurance Products Fund of
Funds Trust are collectively referred to as the "Trusts"; and Allianz Life
Variable Account A, Allianz Life Variable Account B, and Allianz Life of NY
Variable Account C are collectively referred to as the "Intermediaries" and
individually as an "Intermediary."
WHEREAS, each of the Trusts is a Delaware statutory trust registered as an
investment company with the Securities and Exchange Commission under the
Investment Company Act of 1940;
WHEREAS, each of Allianz Life Variable Account A and Allianz Life Variable
Account B is an insurance company separate account of Allianz Life Insurance
Company of North America registered as a unit investment trust with the
Securities and Exchange Commission under the Investment Company Act of 1940, and
Allianz Life of NY Variable Account C is an insurance company separate account
of Allianz Life Insurance Company of New York registered as a UNIT investment
trust with the Securities and Exchange Commission under the Investment Company
Act of 1940; and
WHEREAS, the Trusts and the Intermediaries wish to cooperate in complying with
Rule 22c-2 under the Investment Company Act of 1940;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Trusts and the Intermediaries hereby
agree as follows:
1. DEFINITIONS
1.1 The term "1940 Act" means the Investment Company Act of 1940, as
amended.
1.2 The terms "Fund" and "Funds" refer to one or more, as the case may
be, of the outstanding series of the Trusts. The terms do not include any
"excepted funds" as defined in SEC Rules 22c-2(b) under the 0000 Xxx.
1.3 The term "Units" means the interests of Contract Owners
corresponding to the redeemable securities of record issued by the Fund
under the 1940 Act that are held by any Intermediary.
1.4 The term "Contract Owner" means the holder of interests in a
variable annuity or variable life insurance contract issued by Allianz Life
Insurance Company of North America or Allianz Life Insurance Company of New
York.
1.5 The term "written" includes electronic writings and facsimile
transmissions.
2. AGREEMENT TO PROVIDE INFORMATION.
The Intermediaries agree to provide to the Funds, upon written request,
the taxpayer identification number ("TIN"), if known, of any or all
Contract Owner(s) of the account and the amount, date, name, or other
identifier of any investment professional(s) associated with the
Contract Owner(s) or account, if known, and transaction type of every
purchase, redemption, transfer, or exchange of Units held through an
account maintained by the Intermediaries during the period covered by
the request.
2.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, generally not to exceed a period of 180 days ending on the date
of the request, for which transaction information is sought; provided,
however, that the Trusts may request transaction information older than
180 days from the date of the request as they deem necessary to
investigate compliance with policies established by the Funds for the
purpose of eliminating or reducing any dilution of the value of the
outstanding shares issued by the Fund.
2.2 FORM AND TIMING OF RESPONSE. The Intermediaries agree to transmit
the requested information that is on their books and records to the
Trusts or their designee promptly, but in any event not later than 10
business days, after receipt of a request. If the requested information
is not on the Intermediaries' books and records, the Intermediaries
agree to use reasonable efforts to: (i) promptly obtain. and transmit
the requested information; (ii) OBTAIN assurances from the Contract
Owner that the requested information will be provided directly to the
Trusts promptly; or (iii) if directed by the Trust(s), block further
purchases of Fund shares for the benefit of such Contract Owner. In
such instance, each Intermediary agrees to inform the Trust(s) whether
it plans to perform (i), (ii), or (iii). Any response required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the parties.
2.3 LIMITATIONS ON USE OF INFORMATION. The Trusts agree not to use the
information received for marketing or any other similar purpose without
the prior written consent of the Intermediaries.
3. AGREEMENT TO RESTRICT TRADING.
The Intermediaries agree to execute written instructions from the
Trusts to restrict or prohibit further purchases or exchanges of shares
for the benefit of a Contract
Owner who has been identified by the Trusts as having engaged in
transactions of a Fund's Shares, directly or INDIRECTLY through an
Intermediary's account, that violate policies established by the Trusts
for the purpose of eliminating or reducing any dilution of the value of
the outstanding Shares of a Fund.
3.1 FORM OF INSTRUCTIONS. Instructions must include the TIN, if known,
and the specific restriction(s) to be executed. If the TIN is not known,
the instructions must include an equivalent identifying number of the
Contract Owner(s) or account(s), or other agreed upon information to
which the instruction relates.
3.2 TIMING OF RESPONSE. Each Intermediary agrees to execute any
instruction given by the Trusts under THIS Section 3 as soon as
reasonably practicable, but not later than five business days after
receipt of the instructions by the Intermediary.
3.3 CONFIRMATION BY INTERMEDIARY. The Intermediary must provide written
confirmation to the Trust(s) that instructions given under this Section
3 have been executed. Each Intermediary agrees to provide confirmation
as soon as reasonably practicable, but not later than ten business days
after such instructions have been executed.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as
of the date first above written.
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
by: /s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
by: /s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
ALLIANZ LIFE VARIABLE ACCOUNT A
ALLIANZ LIFE VARIABLE ACCOUNT B
by: /s/Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx
Vice President, Variable
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
ALLIANZ LIFE OF NY VARIABLE ACCOUNT C
By: /s/Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx
Senior Vice President II
RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT entered into as of 02/28 , 2007, by and between Allianz
Global Investors Distributors LLC ("AGID"), the principal underwriter for
Premier VIT and PIMCO Variable Insurance Trust (each a "Trust" and,
collectively, the "Trusts") and _ALLIANZ LIFE INSURANCE COMPANY OF NORTH
AMERICA_ ("Intermediary").
WHEREAS, Intermediary, pursuant to a Participation Agreement (as
defined below), purchases Shares of the Trusts to fund certain variable life
insurance or variable annuity contracts issued by Intermediary ("Contracts");
and
WHEREAS, AGID and Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Amendment in order for the Trusts, AGID and
Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under
the Investment Company Act of 1940, as amended (the "1940 Act"), and to make
other changes to the Participation Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, AGID and Intermediary
hereby agree as follows:
A. CONTRACTHOLDER INFORMATION
A.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide Fund
Agent, upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or
other government-issued identifier ("GII") and the Contract owner number
or participant account number, if known, of any or all Contractholder(s)
of the account, the name or other identifier of any investment
professional(s) associated with the Contractholder(s) or account (if
known), and the amount, date and transaction thype (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
Intermediary during the period covered by the request. Unless otherwise
specifically requested by the Fund Agent, the Intermediary shall only be
required to provide information relating to Contractholder-Initiated
Transfer Purchases or Contractholder-Initiated Transfer Redemptions.
A.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed 90 days from the date of the request, for which
transaction information is sought. Fund Agent may request transaction
information older than 90 days from the date of the request as it deems
necessary to investigate compliance with policies established or
utilized by a Trust or Fund Agent for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by a
Fund.
If requested by Fund Agent, Intermediary will provide the information
specified in Section A.1 above for each trading day.
A.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to provide, promptly
upon request of Fund Agent, the requested information specified in
Section A.1. Intermediary agrees to use its best efforts to determine
promptly whether any specific person about whom it has received the
identification and transaction information specified in Section A.1 is
itself a "financial intermediary," as that term is defined in Rule 22c-2
(an "Indirect Intermediary") and, upon request of Fund Agent, promptly
either (i) provide (or arrange to have provided) the information set
forth in Section A.1 for those Contractholders who hold an account with
an Indirect Intermediary or (ii) restrict or prohibit the Indirect
Intermediary from purchasing Shares in nominee name on behalf of other
persons. Intermediary additionally agrees to inform Fund Agent whether
it plans to perform (i) or (ii) above. Responses required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the Parties. To the extent practicable, the format for
any Contractholder and transaction information provided to Fund Agent
should be consistent with the NSCC Standardized Data Reporting Format.
A.1.3. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received pursuant to this Agreement for any purpose other
than as necessary to comply with the provisions of Rule 22c-2 or to
fulfill other regulatory or legal requirements subject to the privacy
provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102)
and comparable state laws.
B. EXECUTION OF TRADING RESTRICTION INSTRUCTIONS
B.1. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Contractholder that has been identified by
Fund Agent as having engaged in transactions in Shares (directly or
indirectly through Intermediary's account) that violate policies
established or utilized by a Trust or Fund Agent for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by a Fund. Unless otherwise directed by Fund Agent, any
such restrictions or prohibitions shall only apply to
Contractholder-Initiated Transfer Purchases or Contractholder-Initiated
Transfer Redemptions that are effected directly or indirectly through
Intermediary.
B.1.1. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN or
GII and the specific individual Contract owner number or
participant account number associated with the Contractholder,
if known, and the specific restriction(s) to be executed. If the
TIN, ITIN, GII or the specific individual Contract owner number
or participant account number associated with the Contractholder
is not known, the instructions must include an equivalent
identifying number of the Contractholder(s) or account(s) or
other agreed upon information to which the instruction relates.
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B.1.2. TIMING OF RESPONSE. Intermediary agrees to execute instructions
from Fund Agent as soon as reasonably practicable, but not later
than five (5) business days after receipt of the instructions by
Intermediary.
B.1.3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to Fund Agent that Fund Agent's instructions to
restrict or prohibit trading have been executed. Intermediary
agrees to provide confirmation as soon as reasonably
practicable, but not later than ten (10) business days after the
instructions have been executed.
C. DEFINITIONS
For purposes of this Amendment, certain terms are used as defined in
the preamble or body of this Amendment. The following terms shall have the
following meanings, unless a different meaning is clearly required by the
context:
C.1. The term "Contractholder" means the holder of interests in a Contract or
a participant in an employee benefit plan with a beneficial interest in
a Contract.
C.2. The term "Contractholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract to a Fund, but does
not include transactions that are executed: (i) automatically pursuant
to a contractual or systematic program or enrollment such as a transfer
of assets within a Contract to a Fund as a result of "dollar cost
averaging" programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Contract
death benefit; (iii) as a result of a one-time step-up in Contract value
pursuant to a Contract death benefit; (iv) as a result of an allocation
of assets to a Fund through a Contract as a result of payments such as
loan repayments, scheduled contributions, retirement plan salary
reduction contributions, or planned premium payments to the Contract; or
(v) pre-arranged transfers at the conclusion of a required "free look"
period.
The term "Contractholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract out of a Fund, but
does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollments such as
transfers of assets within a Contract out of a Fund as a result of
annuity payouts, loans, systematic withdrawal programs, insurance
company approved asset allocation programs and automatic rebalancing
programs; (ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of scheduled
withdrawals or surrenders from a Contract; or (iv) as a result of
payment of a death benefit from a Contract.
C.3. The term "Funds" shall mean the constituent series of the Trusts, but
for purposes of Section A of this Amendment shall not include Funds
excepted from the requirements of paragraph (a) of Rule 22c-2 by
paragraph (b) of Rule 22c-2.
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C.4. The term "Fund Agent" shall mean AGID or such other persons or entities
as may be designated as such by the Trusts for purposes of this
Amendment from time to time.
C.5. The term "Participation Agreement" shall mean the Participation
Agreement and/or other similar agreement(s) relating to transactions in
Shares to which Intermediary or any of Intermediary's predecessors,
successors or affiliates is a party.
C.6. The term "promptly" shall mean as soon as practicable but in no event
later than ten (10) business days from Intermediary's receipt of the
request for information from Fund Agent
C.7. The term "Shares" means the interests of Contractholders corresponding
to the redeemable securities of record issued by a Fund.
C.8. The term "written" includes electronic writings and facsimile
transmissions.
In addition, for purposes of this Amendment, the term "purchase" does not
include the automatic reinvestment of dividends or distributions.
D. ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
The Participation Agreement is hereby further amended to incorporate
the provisions set forth in EXHIBIT A hereto.
E. SCOPE OF AMENDMENT
Intermediary acknowledges and agrees that this Amendment shall apply to
the handling of all transactions in Shares, whether authorized under the
Participation Agreement or any other agreement between or among Intermediary and
a Trust, any transfer agent of a Trust, AGID, any other Fund Agent or any of
their affiliates, and further acknowledges and agrees that the Participation
Agreement and any other such agreement is hereby modified to the extent
necessary to reflect the agreements herein.
F. EFFECTIVE DATE
This Amendment shall be effective upon its execution hereof or, if
later, upon the effectiveness of the provisions of Rule 22c-2 relating to
agreements with "financial intermediaries" (as such term is defined in Rule
22c-2). Prior to the effective date of this Amendment, AGID and Intermediary
agree that any request made to Intermediary by AGID for Contractholder
transaction information, and Intermediary's response to such request, shall be
governed by whatever practices AGID and Intermediary had utilized in the absence
of a formal agreement, if any, to govern such requests.
-4-
G. ADDITIONAL OBLIGATIONS
It shall be Intermediary's obligation to make any required
notification(s) to its Contractholders of the provisions of this Amendment and
Intermediary agrees to do so. Intermediary also agrees to provide point of sale
disclosure documents to its Contractholders consistent with applicable legal
requirements as in effect from time to time.
H. AMENDMENTS TO COMPLY WITH RULE 22C-2
Without limiting any other provisions of this Amendment, including
those provisions set forth in EXHIBIT A hereto, the Parties agree that AGID may,
upon 30 days' written notice to Intermediary, further amend or modify the
Participation Agreement without the affirmative consent of Intermediary in order
to comply with Rule 22c-2, as such rule may be revised or interpreted by the
Securities and Exchange Commission or its staff. Notice for these purposes shall
be deemed to be given when mailed or electronically transmitted to Intermediary.
Intermediary's submission and a Trust's or its designee's acceptance of an order
to purchase, redeem or exchange Shares after the transmission of such notice
shall represent Intermediary's acknowledgement and acceptance of the terms and
conditions of any such amendment.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
/S/ ILLEGIBLE
By:
Title: VP
Legal name of Intermediary:
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
On behalf of its separate accounts Allianz Life Variable Account A
and Allianz Life Variable Account B
/S/ XXXXXXX X. XXXXX
By: Xxxxxxx X. Xxxxx
Title: Vice President II
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EXHIBIT A
ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
Capitalized terms used in the provisions set forth below are used as
defined in the Participation Agreement.
COMPLIANCE MATTERS. As required by the Participation Agreement,
Intermediary shall comply with provisions of the Prospectuses and
Statement of Additional Information of each Trust, and with applicable
federal and state securities laws. Among other things, Intermediary
shall be responsible for reasonably assuring that: (a) only orders to
purchase, redeem or exchange Shares received by Intermediary or any
Indirect Intermediary prior to the Valuation Time shall be submitted
directly or indirectly by Intermediary to the Fund or its transfer
agent or other applicable agent for receipt of a price based on the net
asset value per Share calculated for that day in accordance with Rule
22c-1 under the 1940 Act(1); and (b) Intermediary shall cause to be
imposed and/or waived applicable redemption fees, if any, only in
accordance with the relevant Fund's then current Prospectuses or
Statement of Additional Information and/or as instructed by Fund Agent.
Intermediary further agrees to make reasonable efforts to assist the
Funds and their service providers (including but not limited to Fund
Agent) to detect, prevent and report market timing or excessive
short-term trading of Shares. To the extent Intermediary has actual
knowledge of violations of Fund policies (as set forth in the
applicable Fund's then current Prospectuses or Statement of Additional
Information) regarding (i) the timing of purchase, redemption or
exchange orders and pricing of Shares, (ii) market timing or excessive
short-term trading, or (iii) the imposition of redemption fees, if any,
Intermediary agrees to report such known violations to Fund Agent. For
purposes of this provision, the term "Valuation Time" refers to the
time as of which the Shares are valued on each business day, currently
the close of regular trading on the New York Stock Exchange (normally,
4:00 p.m., Eastern Time) on each day that the New York Stock Exchange
is open for business.
(1) Orders to purchase, redeem or exchange Fund shares received by
Intermediary subsequent to the Valuation Time on any given day shall
receive a price based on the next determined net asset value per Share
in accordance with Rule 22c-1 under the 1940 Act.
RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT entered into as of 02/28 , 2007, by and between Allianz
Global Investors Distributors LLC ("AGID"), the principal underwriter for
Premier VIT and PIMCO Variable Insurance Trust (each a "Trust" and,
collectively, the "Trusts") and _ALLIANZ LIFE INSURANCE COMPANY OF NORTH
AMERICA_ ("Intermediary").
WHEREAS, Intermediary, pursuant to a Participation Agreement (as
defined below), purchases Shares of the Trusts to fund certain variable life
insurance or variable annuity contracts issued by Intermediary ("Contracts");
and
WHEREAS, AGID and Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Amendment in order for the Trusts, AGID and
Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under
the Investment Company Act of 1940, as amended (the "1940 Act"), and to make
other changes to the Participation Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, AGID and Intermediary
hereby agree as follows:
A. CONTRACTHOLDER INFORMATION
A.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide Fund
Agent, upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or
other government-issued identifier ("GII") and the Contract owner number
or participant account number, if known, of any or all Contractholder(s)
of the account, the name or other identifier of any investment
professional(s) associated with the Contractholder(s) or account (if
known), and the amount, date and transaction thype (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
Intermediary during the period covered by the request. Unless otherwise
specifically requested by the Fund Agent, the Intermediary shall only be
required to provide information relating to Contractholder-Initiated
Transfer Purchases or Contractholder-Initiated Transfer Redemptions.
A.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed 90 days from the date of the request, for which
transaction information is sought. Fund Agent may request transaction
information older than 90 days from the date of the request as it deems
necessary to investigate compliance with policies established or
utilized by a Trust or Fund Agent for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by a
Fund.
If requested by Fund Agent, Intermediary will provide the information
specified in Section A.1 above for each trading day.
A.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to provide, promptly
upon request of Fund Agent, the requested information specified in
Section A.1. Intermediary agrees to use its best efforts to determine
promptly whether any specific person about whom it has received the
identification and transaction information specified in Section A.1 is
itself a "financial intermediary," as that term is defined in Rule 22c-2
(an "Indirect Intermediary") and, upon request of Fund Agent, promptly
either (i) provide (or arrange to have provided) the information set
forth in Section A.1 for those Contractholders who hold an account with
an Indirect Intermediary or (ii) restrict or prohibit the Indirect
Intermediary from purchasing Shares in nominee name on behalf of other
persons. Intermediary additionally agrees to inform Fund Agent whether
it plans to perform (i) or (ii) above. Responses required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the Parties. To the extent practicable, the format for
any Contractholder and transaction information provided to Fund Agent
should be consistent with the NSCC Standardized Data Reporting Format.
A.1.3. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received pursuant to this Agreement for any purpose other
than as necessary to comply with the provisions of Rule 22c-2 or to
fulfill other regulatory or legal requirements subject to the privacy
provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102)
and comparable state laws.
B. EXECUTION OF TRADING RESTRICTION INSTRUCTIONS
B.1. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Contractholder that has been identified by
Fund Agent as having engaged in transactions in Shares (directly or
indirectly through Intermediary's account) that violate policies
established or utilized by a Trust or Fund Agent for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by a Fund. Unless otherwise directed by Fund Agent, any
such restrictions or prohibitions shall only apply to
Contractholder-Initiated Transfer Purchases or Contractholder-Initiated
Transfer Redemptions that are effected directly or indirectly through
Intermediary.
B.1.1. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN or
GII and the specific individual Contract owner number or
participant account number associated with the Contractholder,
if known, and the specific restriction(s) to be executed. If the
TIN, ITIN, GII or the specific individual Contract owner number
or participant account number associated with the Contractholder
is not known, the instructions must include an equivalent
identifying number of the Contractholder(s) or account(s) or
other agreed upon information to which the instruction relates.
-2-
B.1.2. TIMING OF RESPONSE. Intermediary agrees to execute instructions
from Fund Agent as soon as reasonably practicable, but not later
than five (5) business days after receipt of the instructions by
Intermediary.
B.1.3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to Fund Agent that Fund Agent's instructions to
restrict or prohibit trading have been executed. Intermediary
agrees to provide confirmation as soon as reasonably
practicable, but not later than ten (10) business days after the
instructions have been executed.
C. DEFINITIONS
For purposes of this Amendment, certain terms are used as defined in
the preamble or body of this Amendment. The following terms shall have the
following meanings, unless a different meaning is clearly required by the
context:
C.1. The term "Contractholder" means the holder of interests in a Contract or
a participant in an employee benefit plan with a beneficial interest in
a Contract.
C.2. The term "Contractholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract to a Fund, but does
not include transactions that are executed: (i) automatically pursuant
to a contractual or systematic program or enrollment such as a transfer
of assets within a Contract to a Fund as a result of "dollar cost
averaging" programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Contract
death benefit; (iii) as a result of a one-time step-up in Contract value
pursuant to a Contract death benefit; (iv) as a result of an allocation
of assets to a Fund through a Contract as a result of payments such as
loan repayments, scheduled contributions, retirement plan salary
reduction contributions, or planned premium payments to the Contract; or
(v) pre-arranged transfers at the conclusion of a required "free look"
period.
The term "Contractholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract out of a Fund, but
does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollments such as
transfers of assets within a Contract out of a Fund as a result of
annuity payouts, loans, systematic withdrawal programs, insurance
company approved asset allocation programs and automatic rebalancing
programs; (ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of scheduled
withdrawals or surrenders from a Contract; or (iv) as a result of
payment of a death benefit from a Contract.
C.3. The term "Funds" shall mean the constituent series of the Trusts, but
for purposes of Section A of this Amendment shall not include Funds
excepted from the requirements of paragraph (a) of Rule 22c-2 by
paragraph (b) of Rule 22c-2.
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C.4. The term "Fund Agent" shall mean AGID or such other persons or entities
as may be designated as such by the Trusts for purposes of this
Amendment from time to time.
C.5. The term "Participation Agreement" shall mean the Participation
Agreement and/or other similar agreement(s) relating to transactions in
Shares to which Intermediary or any of Intermediary's predecessors,
successors or affiliates is a party.
C.6. The term "promptly" shall mean as soon as practicable but in no event
later than ten (10) business days from Intermediary's receipt of the
request for information from Fund Agent
C.7. The term "Shares" means the interests of Contractholders corresponding
to the redeemable securities of record issued by a Fund.
C.8. The term "written" includes electronic writings and facsimile
transmissions.
In addition, for purposes of this Amendment, the term "purchase" does not
include the automatic reinvestment of dividends or distributions.
D. ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
The Participation Agreement is hereby further amended to incorporate
the provisions set forth in EXHIBIT A hereto.
E. SCOPE OF AMENDMENT
Intermediary acknowledges and agrees that this Amendment shall apply to
the handling of all transactions in Shares, whether authorized under the
Participation Agreement or any other agreement between or among Intermediary and
a Trust, any transfer agent of a Trust, AGID, any other Fund Agent or any of
their affiliates, and further acknowledges and agrees that the Participation
Agreement and any other such agreement is hereby modified to the extent
necessary to reflect the agreements herein.
F. EFFECTIVE DATE
This Amendment shall be effective upon its execution hereof or, if
later, upon the effectiveness of the provisions of Rule 22c-2 relating to
agreements with "financial intermediaries" (as such term is defined in Rule
22c-2). Prior to the effective date of this Amendment, AGID and Intermediary
agree that any request made to Intermediary by AGID for Contractholder
transaction information, and Intermediary's response to such request, shall be
governed by whatever practices AGID and Intermediary had utilized in the absence
of a formal agreement, if any, to govern such requests.
-4-
G. ADDITIONAL OBLIGATIONS
It shall be Intermediary's obligation to make any required
notification(s) to its Contractholders of the provisions of this Amendment and
Intermediary agrees to do so. Intermediary also agrees to provide point of sale
disclosure documents to its Contractholders consistent with applicable legal
requirements as in effect from time to time.
H. AMENDMENTS TO COMPLY WITH RULE 22C-2
Without limiting any other provisions of this Amendment, including
those provisions set forth in EXHIBIT A hereto, the Parties agree that AGID may,
upon 30 days' written notice to Intermediary, further amend or modify the
Participation Agreement without the affirmative consent of Intermediary in order
to comply with Rule 22c-2, as such rule may be revised or interpreted by the
Securities and Exchange Commission or its staff. Notice for these purposes shall
be deemed to be given when mailed or electronically transmitted to Intermediary.
Intermediary's submission and a Trust's or its designee's acceptance of an order
to purchase, redeem or exchange Shares after the transmission of such notice
shall represent Intermediary's acknowledgement and acceptance of the terms and
conditions of any such amendment.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
-5-
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
/S/ ILLEGIBLE
By:
Title: VP
Legal name of Intermediary:
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
On behalf of its separate accounts Allianz Life Variable Account A
and Allianz Life Variable Account B
/S/ XXXXXXX X. XXXXX
By: Xxxxxxx X. Xxxxx
Title: Vice President II
-6-
EXHIBIT A
ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
Capitalized terms used in the provisions set forth below are used as
defined in the Participation Agreement.
COMPLIANCE MATTERS. As required by the Participation Agreement,
Intermediary shall comply with provisions of the Prospectuses and
Statement of Additional Information of each Trust, and with applicable
federal and state securities laws. Among other things, Intermediary
shall be responsible for reasonably assuring that: (a) only orders to
purchase, redeem or exchange Shares received by Intermediary or any
Indirect Intermediary prior to the Valuation Time shall be submitted
directly or indirectly by Intermediary to the Fund or its transfer
agent or other applicable agent for receipt of a price based on the net
asset value per Share calculated for that day in accordance with Rule
22c-1 under the 1940 Act(1); and (b) Intermediary shall cause to be
imposed and/or waived applicable redemption fees, if any, only in
accordance with the relevant Fund's then current Prospectuses or
Statement of Additional Information and/or as instructed by Fund Agent.
Intermediary further agrees to make reasonable efforts to assist the
Funds and their service providers (including but not limited to Fund
Agent) to detect, prevent and report market timing or excessive
short-term trading of Shares. To the extent Intermediary has actual
knowledge of violations of Fund policies (as set forth in the
applicable Fund's then current Prospectuses or Statement of Additional
Information) regarding (i) the timing of purchase, redemption or
exchange orders and pricing of Shares, (ii) market timing or excessive
short-term trading, or (iii) the imposition of redemption fees, if any,
Intermediary agrees to report such known violations to Fund Agent. For
purposes of this provision, the term "Valuation Time" refers to the
time as of which the Shares are valued on each business day, currently
the close of regular trading on the New York Stock Exchange (normally,
4:00 p.m., Eastern Time) on each day that the New York Stock Exchange
is open for business.
(1) Orders to purchase, redeem or exchange Fund shares received by
Intermediary subsequent to the Valuation Time on any given day shall
receive a price based on the next determined net asset value per Share
in accordance with Rule 22c-1 under the 1940 Act.
RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT entered into as of 02/28 , 2007, by and between Allianz
Global Investors Distributors LLC ("AGID"), the principal underwriter for
Premier VIT and PIMCO Variable Insurance Trust (each a "Trust" and,
collectively, the "Trusts") and _ALLIANZ LIFE INSURANCE COMPANY OF NORTH
AMERICA_ ("Intermediary").
WHEREAS, Intermediary, pursuant to a Participation Agreement (as
defined below), purchases Shares of the Trusts to fund certain variable life
insurance or variable annuity contracts issued by Intermediary ("Contracts");
and
WHEREAS, AGID and Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Amendment in order for the Trusts, AGID and
Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under
the Investment Company Act of 1940, as amended (the "1940 Act"), and to make
other changes to the Participation Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, AGID and Intermediary
hereby agree as follows:
A. CONTRACTHOLDER INFORMATION
A.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide Fund
Agent, upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or
other government-issued identifier ("GII") and the Contract owner number
or participant account number, if known, of any or all Contractholder(s)
of the account, the name or other identifier of any investment
professional(s) associated with the Contractholder(s) or account (if
known), and the amount, date and transaction thype (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
Intermediary during the period covered by the request. Unless otherwise
specifically requested by the Fund Agent, the Intermediary shall only be
required to provide information relating to Contractholder-Initiated
Transfer Purchases or Contractholder-Initiated Transfer Redemptions.
A.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed 90 days from the date of the request, for which
transaction information is sought. Fund Agent may request transaction
information older than 90 days from the date of the request as it deems
necessary to investigate compliance with policies established or
utilized by a Trust or Fund Agent for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by a
Fund.
If requested by Fund Agent, Intermediary will provide the information
specified in Section A.1 above for each trading day.
A.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to provide, promptly
upon request of Fund Agent, the requested information specified in
Section A.1. Intermediary agrees to use its best efforts to determine
promptly whether any specific person about whom it has received the
identification and transaction information specified in Section A.1 is
itself a "financial intermediary," as that term is defined in Rule 22c-2
(an "Indirect Intermediary") and, upon request of Fund Agent, promptly
either (i) provide (or arrange to have provided) the information set
forth in Section A.1 for those Contractholders who hold an account with
an Indirect Intermediary or (ii) restrict or prohibit the Indirect
Intermediary from purchasing Shares in nominee name on behalf of other
persons. Intermediary additionally agrees to inform Fund Agent whether
it plans to perform (i) or (ii) above. Responses required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the Parties. To the extent practicable, the format for
any Contractholder and transaction information provided to Fund Agent
should be consistent with the NSCC Standardized Data Reporting Format.
A.1.3. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received pursuant to this Agreement for any purpose other
than as necessary to comply with the provisions of Rule 22c-2 or to
fulfill other regulatory or legal requirements subject to the privacy
provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102)
and comparable state laws.
B. EXECUTION OF TRADING RESTRICTION INSTRUCTIONS
B.1. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Contractholder that has been identified by
Fund Agent as having engaged in transactions in Shares (directly or
indirectly through Intermediary's account) that violate policies
established or utilized by a Trust or Fund Agent for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by a Fund. Unless otherwise directed by Fund Agent, any
such restrictions or prohibitions shall only apply to
Contractholder-Initiated Transfer Purchases or Contractholder-Initiated
Transfer Redemptions that are effected directly or indirectly through
Intermediary.
B.1.1. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN or
GII and the specific individual Contract owner number or
participant account number associated with the Contractholder,
if known, and the specific restriction(s) to be executed. If the
TIN, ITIN, GII or the specific individual Contract owner number
or participant account number associated with the Contractholder
is not known, the instructions must include an equivalent
identifying number of the Contractholder(s) or account(s) or
other agreed upon information to which the instruction relates.
-2-
B.1.2. TIMING OF RESPONSE. Intermediary agrees to execute instructions
from Fund Agent as soon as reasonably practicable, but not later
than five (5) business days after receipt of the instructions by
Intermediary.
B.1.3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to Fund Agent that Fund Agent's instructions to
restrict or prohibit trading have been executed. Intermediary
agrees to provide confirmation as soon as reasonably
practicable, but not later than ten (10) business days after the
instructions have been executed.
C. DEFINITIONS
For purposes of this Amendment, certain terms are used as defined in
the preamble or body of this Amendment. The following terms shall have the
following meanings, unless a different meaning is clearly required by the
context:
C.1. The term "Contractholder" means the holder of interests in a Contract or
a participant in an employee benefit plan with a beneficial interest in
a Contract.
C.2. The term "Contractholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract to a Fund, but does
not include transactions that are executed: (i) automatically pursuant
to a contractual or systematic program or enrollment such as a transfer
of assets within a Contract to a Fund as a result of "dollar cost
averaging" programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Contract
death benefit; (iii) as a result of a one-time step-up in Contract value
pursuant to a Contract death benefit; (iv) as a result of an allocation
of assets to a Fund through a Contract as a result of payments such as
loan repayments, scheduled contributions, retirement plan salary
reduction contributions, or planned premium payments to the Contract; or
(v) pre-arranged transfers at the conclusion of a required "free look"
period.
The term "Contractholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract out of a Fund, but
does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollments such as
transfers of assets within a Contract out of a Fund as a result of
annuity payouts, loans, systematic withdrawal programs, insurance
company approved asset allocation programs and automatic rebalancing
programs; (ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of scheduled
withdrawals or surrenders from a Contract; or (iv) as a result of
payment of a death benefit from a Contract.
C.3. The term "Funds" shall mean the constituent series of the Trusts, but
for purposes of Section A of this Amendment shall not include Funds
excepted from the requirements of paragraph (a) of Rule 22c-2 by
paragraph (b) of Rule 22c-2.
-3-
C.4. The term "Fund Agent" shall mean AGID or such other persons or entities
as may be designated as such by the Trusts for purposes of this
Amendment from time to time.
C.5. The term "Participation Agreement" shall mean the Participation
Agreement and/or other similar agreement(s) relating to transactions in
Shares to which Intermediary or any of Intermediary's predecessors,
successors or affiliates is a party.
C.6. The term "promptly" shall mean as soon as practicable but in no event
later than ten (10) business days from Intermediary's receipt of the
request for information from Fund Agent
C.7. The term "Shares" means the interests of Contractholders corresponding
to the redeemable securities of record issued by a Fund.
C.8. The term "written" includes electronic writings and facsimile
transmissions.
In addition, for purposes of this Amendment, the term "purchase" does not
include the automatic reinvestment of dividends or distributions.
D. ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
The Participation Agreement is hereby further amended to incorporate
the provisions set forth in EXHIBIT A hereto.
E. SCOPE OF AMENDMENT
Intermediary acknowledges and agrees that this Amendment shall apply to
the handling of all transactions in Shares, whether authorized under the
Participation Agreement or any other agreement between or among Intermediary and
a Trust, any transfer agent of a Trust, AGID, any other Fund Agent or any of
their affiliates, and further acknowledges and agrees that the Participation
Agreement and any other such agreement is hereby modified to the extent
necessary to reflect the agreements herein.
F. EFFECTIVE DATE
This Amendment shall be effective upon its execution hereof or, if
later, upon the effectiveness of the provisions of Rule 22c-2 relating to
agreements with "financial intermediaries" (as such term is defined in Rule
22c-2). Prior to the effective date of this Amendment, AGID and Intermediary
agree that any request made to Intermediary by AGID for Contractholder
transaction information, and Intermediary's response to such request, shall be
governed by whatever practices AGID and Intermediary had utilized in the absence
of a formal agreement, if any, to govern such requests.
-4-
G. ADDITIONAL OBLIGATIONS
It shall be Intermediary's obligation to make any required
notification(s) to its Contractholders of the provisions of this Amendment and
Intermediary agrees to do so. Intermediary also agrees to provide point of sale
disclosure documents to its Contractholders consistent with applicable legal
requirements as in effect from time to time.
H. AMENDMENTS TO COMPLY WITH RULE 22C-2
Without limiting any other provisions of this Amendment, including
those provisions set forth in EXHIBIT A hereto, the Parties agree that AGID may,
upon 30 days' written notice to Intermediary, further amend or modify the
Participation Agreement without the affirmative consent of Intermediary in order
to comply with Rule 22c-2, as such rule may be revised or interpreted by the
Securities and Exchange Commission or its staff. Notice for these purposes shall
be deemed to be given when mailed or electronically transmitted to Intermediary.
Intermediary's submission and a Trust's or its designee's acceptance of an order
to purchase, redeem or exchange Shares after the transmission of such notice
shall represent Intermediary's acknowledgement and acceptance of the terms and
conditions of any such amendment.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
-5-
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
/S/ ILLEGIBLE
By:
Title: VP
Legal name of Intermediary:
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
On behalf of its separate accounts Allianz Life Variable Account A
and Allianz Life Variable Account B
/S/ XXXXXXX X. XXXXX
By: Xxxxxxx X. Xxxxx
Title: Vice President II
-6-
EXHIBIT A
ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
Capitalized terms used in the provisions set forth below are used as
defined in the Participation Agreement.
COMPLIANCE MATTERS. As required by the Participation Agreement,
Intermediary shall comply with provisions of the Prospectuses and
Statement of Additional Information of each Trust, and with applicable
federal and state securities laws. Among other things, Intermediary
shall be responsible for reasonably assuring that: (a) only orders to
purchase, redeem or exchange Shares received by Intermediary or any
Indirect Intermediary prior to the Valuation Time shall be submitted
directly or indirectly by Intermediary to the Fund or its transfer
agent or other applicable agent for receipt of a price based on the net
asset value per Share calculated for that day in accordance with Rule
22c-1 under the 1940 Act(1); and (b) Intermediary shall cause to be
imposed and/or waived applicable redemption fees, if any, only in
accordance with the relevant Fund's then current Prospectuses or
Statement of Additional Information and/or as instructed by Fund Agent.
Intermediary further agrees to make reasonable efforts to assist the
Funds and their service providers (including but not limited to Fund
Agent) to detect, prevent and report market timing or excessive
short-term trading of Shares. To the extent Intermediary has actual
knowledge of violations of Fund policies (as set forth in the
applicable Fund's then current Prospectuses or Statement of Additional
Information) regarding (i) the timing of purchase, redemption or
exchange orders and pricing of Shares, (ii) market timing or excessive
short-term trading, or (iii) the imposition of redemption fees, if any,
Intermediary agrees to report such known violations to Fund Agent. For
purposes of this provision, the term "Valuation Time" refers to the
time as of which the Shares are valued on each business day, currently
the close of regular trading on the New York Stock Exchange (normally,
4:00 p.m., Eastern Time) on each day that the New York Stock Exchange
is open for business.
(1) Orders to purchase, redeem or exchange Fund shares received by
Intermediary subsequent to the Valuation Time on any given day shall
receive a price based on the next determined net asset value per Share
in accordance with Rule 22c-1 under the 1940 Act.
SUPPLEMENT TO PARTICIPATION AGREEMENT
AMONG
XXXXX VARIABLE ACCOUNT FUND, INC.
XXXXX DISTRIBUTORS, LLC.
AND
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
SUPPLEMENT TO PARTICIPATION AGREEMENT entered into as of April 16, 2007, by and
between the "Funds Agent" (Xxxxx Distributors, LLC is the distributor for Xxxxx
Variable Account Fund, Inc., collectively the "Funds") and Allianz Life
Insurance Company of North America (the "Intermediary").
As used in this Supplemental Agreement, the following terms shall have the
following meanings, unless a different meaning is clearly required by the
contexts:
Client-shareholders shall mean those clients of the Intermediary who maintain an
interest in an account with the Funds who receive administrative services from
the Intermediary.
Intermediary shall mean (i) any broker, dealer, bank, or other entity that holds
securities of record issued by the Funds in nominee name; and (ii) in the case
of a participant-directed employee benefit plan that owns securities issued by
the Fund (1) a retirement plan administrator under ERISA or (2) any entity that
maintains the plan's participant records. Funds Agent is the principal
underwriter and distributor for the Funds.
WHEREAS, the Intermediary desires to continue to act on behalf of
Client-shareholders seeking to execute transactions with the Funds;
WHEREAS, the Intermediary is legally authorized to act on behalf of
said Client-shareholders;
WHEREAS, the Funds Agent requires Client-shareholders transaction
information from the Intermediary to comply with Rule 22c-2;
WHEREAS, this Supplemental Agreement shall inure to the benefit of and
shall be binding upon the undersigned and each such entity shall be
either a Fund Agent or Intermediary for purposes of this Supplemental
Agreement (the Fund Agent and the Intermediary shall be collectively
referred to herein as the "Parties" and individually as a "Party");
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, the Fund Agent and
the Intermediary hereby agree as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Fund, upon written request, the taxpayer identification number ("TIN"),
if known, of any or all
PAGE 1 OF 4
Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
the Intermediary during the period covered by the request.
1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 days from the date of the request,
for which transaction information is sought. The Fund may
request transaction information older than 90 days from the
date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value
of the outstanding shares issued by the Fund.
1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on its books and records to
the Fund or its designee promptly, but in any event not later
than 10 business days, after receipt of a request. If the
requested information is not on the Intermediary's books and
records, Intermediary agrees to: (i) provide or arrange to
provide to the Fund the requested information from
shareholders who hold an account with an indirect
intermediary; or (ii) if directed by the Fund, block further
purchases of Fund Shares from such indirect intermediary. In
such instance, Intermediary agrees to inform the Fund whether
it plans to perform (i) or (ii). Responses required by this
paragraph must be communicated in writing and in a format
mutually agreed upon by the parties. To the extent
practicable, the format for any transaction information
provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the same meaning as
in SEC Rule 22c-2 under the Investment Company Act.
1.3 LIMITATION ON USE OF INFORMATION. The Fund and the Fund Agent
agree not to use the information received pursuant to this
Agreement for any purpose other than as necessary to comply
with the provisions of Rule 22c-2 or to fulfill other
regulatory or legal requirements subject to the privacy
provisions of Title V of the Xxxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102) and comparable state laws.
2. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the
Fund as having engaged in transactions of the Fund's Shares (directly
or indirectly through the Intermediary's account) that violate policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by the Fund.
2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN, if
known, and the specific instruction(s) to be executed. If the
TIN is not known, the instructions must include an equivalent
identifying number of the Shareholder(s) or account(s) or
other agreed upon information to which the instruction
relates.
PAGE 2 OF 4
2.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not later
than five business days after receipt of the instructions by
the Intermediary.
2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund that instructions have been
executed. Intermediary agrees to provide confirmation as soon
as reasonably practicable, but not later than ten business
days after the instructions have been executed.
3. DEFINITIONS. For purposes of this paragraph:
3.1 The term "Fund" includes the fund's principal underwriter and
transfer agent. The term does not include any "excepted funds"
as defined in SEC Rule 22c-2(b) under the Investment Company
Act of 1940.
3.2 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by
the Fund under the Investment Company Act of 1940 that are
held by the Intermediary.
3.3 The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract issued by
the Intermediary.
3.4 The term "written" includes electronic writings and facsimile
transmissions. IN WITNESS WHEREOF, each of the parties hereto has
caused this Supplemental Agreement to be executed in its name and on
its behalf by its duly authorized representative as of the date
specified below.
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
On behalf of its separate accounts Allianz Life Variable
Account A and Allianz Life Variable Account B
("Intermediary") By its authorized
officer,
By: /s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President II
Date: 4/12/07
XXXXX VARIABLE ACCOUNT FUND
("Company") By its authorized
officer,
By: /s/Illegible
Title: Vice President
Date: _______________________
PAGE 3 OF 4
XXXXX DISTRIBUTORS, LLC
("Xxxxx Distributors")
By its authorized officer,
By: /s/Xxxxx Xxxxxxx
Title: Broker Dealer Manager
Date: 4/12/07
PAGE 4 OF 4
SHAREHOLDER INFORMATION AGREEMENT
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
This Shareholder Information Agreement ("Agreement") is entered into as
of April 16, 2007, and is among Franklin/Xxxxxxxxx Distributors, Inc.
("Distributors") on behalf of each Fund, as defined below, and the Intermediary,
as defined below. Unless otherwise specified, capitalized terms have the meaning
set out under "Definitions," below.
WHEREAS, Intermediary is a "financial intermediary" as that term is
defined in Rule 22c-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, Distributors serves as the principal underwriter to the Funds; and
WHEREAS, Distributors and Intermediary wish to enter into this
Agreement in accordance with Rule 22c-2 under the 1940 Act.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, Distributors and
Intermediary hereby agree as follows:
1. SHAREHOLDER INFORMATION
1.1 AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide
the Fund or its designee, upon written request, the taxpayer identification
number ("TIN"), the Individual/International Taxpayer Identification Number
("ITIN"), or other government-issued identifier ("GII") and the Contract owner
number or participant account number associated with the Shareholder, if known,
of any or all Shareholder(s) of the account, and the amount, date and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an account
maintained by Intermediary during the period covered by the request. Unless
otherwise specifically requested by the Fund or its designee, Intermediary shall
only be required to provide information relating to Shareholder-Initiated
Transfer Purchases or Shareholder-Initiated Transfer Redemptions. -
1.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed ninety (90) days from the date of the
request, for which transaction information is sought. The Fund or its
designee may request transaction information older than ninety (90)
days from the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding
shares issued by the Fund.
1
(A) TIMING OF REQUESTS. Requests from the Fund or its
designee for Shareholder information shall be made no
more frequently than quarterly except as the Fund or
its designee deems necessary to investigate compliance
with policies established by the Fund or its designee
for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by the
Fund.
1.1.2 FORM AND TIMING OF RESPONSE.
(a) Intermediary agrees to provide, promptly upon request
of the Fund or its designee, the requested information
specified in Section 1.1, above. If requested by the
Fund or its designee, Intermediary agrees to use best
efforts to determine promptly whether any specific
person about whom Intermediary has received the
identification and transaction information specified in
Section 1.1 above is itself a financial intermediary
("indirect intermediary") and, upon further request of
the Fund or its designee, promptly either: (i) provide
(or arrange to have provided) the information set forth
in Section 1.1 for those shareholders who hold an
account with an indirect intermediary; or (ii) restrict
or prohibit the indirect intermediary from purchasing,
in nominee name on behalf of other persons, securities
issued by the Fund. Intermediary additionally agrees to
inform the Fund or its designee whether Intermediary
plans to perform (i) or (ii); and
(b) Responses required by this Section 1.1 must be
communicated in writing and in a format mutually agreed
upon by the Fund or its designee and Intermediary; and
(c) To the extent practicable and agreed by the parties,
the format for any transaction information provided to
the Fund or its designee should be consistent with the
NSCC Standardized Data Reporting Format.
1.1.3 LIMITATIONS ON USE OF INFORMATION. Unless the Intermediary
provides prior written consent, Fund agrees not to use the information received
pursuant to this Agreement for any purpose other than as necessary to comply
with the provisions of Rule 22c-2 or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state laws.
2
2. RESTRICTION OF TRADING
2.1 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute
written instructions from the Fund or its designee to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund or its designee as having engaged in transactions of the
Fund's Shares (directly or indirectly through the Intermediary's account) that
violate policies established by the Fund or its designee for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Fund. Unless otherwise directed by the Fund or its designee, any
such restrictions or prohibitions shall only apply to Shareholder-Initiated
Transfer Purchases or Shareholder-Initiated Transfer Redemptions that are
effected directly or indirectly through Intermediary.
2.1.1 FORM OF INSTRUCTIONS. Instructions must include the TIN,
ITIN, or GII and the specific individual Contract owner number or
participant account number associated with the Shareholder, if known,
and the specific restriction(s) to be executed, including how long the
restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the
specific individual Contract owner number or participant account number
associated with the Shareholder is not known, the instructions must
include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
2.1.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not later than
five business days after Intermediary receives the instructions.
2.1.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund or its designee that instructions
have been executed. Intermediary agrees to provide confirmation as
soon as reasonably practicable, but not later than ten business days
after the instructions have been executed.
2.2 CONSTRUCTION OF THE AGREEMENT; PARTICIPATION AGREEMENTS. The
parties have entered into one or more agreements between or among them governing
the purchase and redemption of shares of the Funds in connection with the
Contracts (collectively, "Participation Agreements"). This Agreement supplements
those Participation Agreements. To the extent the terms of this Agreement
conflict with the terms of a Participation Agreement with regard to the
requirements of Rule 22c-2, the terms of this Agreement shall control.
3. MISCELLANEOUS PROVISIONS
3.1 REQUESTS PRIOR TO OCTOBER 16, 2007. Intermediary shall be able to
promptly respond to requests for Shareholder information by no later than
October 16, 2007. Information requests prior to October 16, 2007, shall be
governed by whatever
3
practices, if any, that Fund and Intermediary have previously utilized to govern
such requests.
3.2 TERMINATION. This Agreement will terminate upon the termination of
the Participation Agreements and redemption of all shares in the Fund held by
the Intermediary.
3.3 INDEMNIFICATION. Distributors agrees to indemnify and hold
Intermediary harmless from any and all liability, claim, loss, demand, damages,
costs and expenses (including reasonable attorneys' fees) arising in connection
with a third party claim or action brought against Intermediary as a result of
any unauthorized disclosure of a shareholder's taxpayer identification number
provided to the Fund or its designee in response to a request for information
pursuant to the terms of this Agreement ("Losses"). Distributors shall not be
liable for Losses unless the Intermediary has provided adequate written notice
to Distributors promptly after the summons or other first legal process. In
addition, Distributors will be entitled to participate in, at its own expense,
or shall be entitled to assume the defense thereof, consistent with the terms of
the Participation Agreement.
3.4 FORCE MAJEURE. The parties to this Agreement are excused from
performance and shall not be liable for any delay in performance or
non-performance, in whole or in part, caused by the occurrence of any event or
contingency beyond the control of the parties including, but not limited to,
work stoppages, fires, civil disobedience, riots, rebellions, natural disasters,
acts of God, and acts of war or terrorism. Each party so affected shall promptly
give written notice to the other parties and shall use its best efforts to
resume performance. Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended for the duration of such force majeure
event.
4. DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
The term "INTERMEDIARY" means: (i) the insurance company separate
accounts listed on Attachment A of this Agreement (which is a part of
this Agreement) as well as those identified in Schedule B of the
Participation Agreement(s) to which Distributors and Intermediary are
parties, as such Participation Agreement(s) may be amended from time to
time; and (ii) the life insurance company depositor of such separate
accounts.
The term "FUND" shall mean each series of Franklin Xxxxxxxxx Variable
Insurance Products Trust in which Intermediary invests and includes:
(i) an administrator for the Fund; (ii) the principal underwriter or
distributor for the
4
Fund; and (iii) the transfer agent for the Fund. The term does not include any
"excepted funds" as defined in Rule 22c-2(b) under the 0000 Xxx.
The term "SHARES" means the interests of Shareholders corresponding to the
redeemable securities of record issued by a Fund under the 1940 Act that are
held by Intermediary.
The term "SHAREHOLDER" means the holder of interests in a variable annuity or
variable life insurance contract issued by Intermediary ("Contract"), or a
participant in an employee benefit plan with a beneficial interest in a
Contract.
The term "SHAREHOLDER-INITIATED TRANSFER PURCHASE" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract to a Fund, but does not include transactions that are
executed: (i) automatically pursuant to a contractual or systematic program or
enrollment such as transfer of assets within a Contract to a Fund as a result of
"dollar cost averaging" programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Contract death
benefit; (iii) as part of a one-time step-up in Contract value pursuant to a
Contract death benefit; (iv) as part of an allocation of assets to a Fund
through a Contract as a result of payments such as loan repayments, scheduled
contributions, retirement plan salary reduction contributions, or planned
premium payments to the Contract; or (v) as pre-arranged transfers at the
conclusion of a required free look period.
The term "SHAREHOLDER-INITIATED TRANSFER REDEMPTION" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract out of a Fund, but does not include transactions that are
executed: (i) automatically pursuant to a contractual or systematic program or
enrollments such as transfers of assets within a Contract out of a Fund as a
result of annuity payouts, loans, systematic withdrawal programs, insurance
company approved asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a Contract; (iii)
within a Contract out of a Fund as a result of scheduled withdrawals or
surrenders from a Contract; or (iv) as a result of payment of a death benefit
from a Contract.
The term "WRITTEN" includes electronic writings.
5
IN WITNESS WHEREOF, each party has caused a duly authorized officer or
representative to execute this Agreement.
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA ON BEHALF OF ITSELF
AND THE SEPARATE ACCOUNTS
REFERENCED IN THIS AGREEMENT AND
ITS ATTACHMENT
By: /s/ Xxxxxxx X. Xxxxx
Name:____STEWART X. XXXXX
Title:_____VICE PRESIDENT
6
ATTACHMENT A
NAME OF INSURANCE COMPANY:
Allianz Life Insurance Company of North America
NAME OF SEPARATE ACCOUNT(S):
Allianz Life Variable Account A
Allianz Life Variable Account B
X. X. XXXXXX SERIES TRUST II
AMENDMENT TO FUND PARTICIPATION AGREEMENT
The insurance company executing this Amendment, Allianz Life Insurance Company
of North America ("Insurance Company"), and X.X. Xxxxxx Series Trust II (the
"Trust"), on behalf of itself and each of its series (each a "Fund",
collectively, the "Funds"), hereby agree to amend the Fund Participation
Agreement dated November 1, 1999, to which they are parties (the "Agreement"),
as of April 16, 2007, by adding the following provisions effective as of October
16, 2007, as mandated by Rule 22c-2 of the Investment Company Act of 1940 (the
"Investment Company Act"). This Amendment supplements the Agreement; to the
extent terms of this Amendment conflict with the terms of the Agreement, the
terms of this Amendment shall control.
ARTICLE XV SHAREHOLDER INFORMATION
15.1 AGREEMENT TO PROVIDE INFORMATION. Insurance Company agrees to
provide the Fund, or its designee, upon written request, the Contract
owner number or participant account number associated with the
Shareholder, if known, of any or all Shareholder(s) of the account, and
the amount, date and transaction type (purchase, redemption, transfer,
or exchange) of every purchase, redemption, transfer, or exchange of
Shares held through an Insurance Company Fund Account maintained by the
Insurance Company during the period covered by the request. Unless
otherwise specifically requested by the Fund, the Intermediary shall
only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions.
15.l.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 90 days from the date of the
request, for which transaction information is sought. A request
may be ongoing and continuous (e.g., for each trading day
throughout the year) or for specified periods of time. The Fund
may request transaction information older than 90 days from the
date of the request as it deems necessary to investigate
compliance with policies established or utilized by the Fund for
the purpose of eliminating or reducing market timing and abusive
trading practices.
15.l.l.a TIMING OF REQUESTS. Fund requests for
Shareholder information shall be made no more frequently
than quarterly except as the Fund deems necessary to
investigate compliance with policies established by the
Fund for the purpose of eliminating or reducing any
market timing and abusive trading practices.
15.1.2 FORM AND TIMING OF RESPONSE. (a) Insurance Company agrees
to provide, promptly upon request of the Fund or its designee,
the requested information specified in 15.1. If requested by the
Fund, or its designee, Insurance Company agrees to use best
efforts to determine promptly whether any specific person about
whom it has received the identification and
transaction information specified in 15.1 is itself a financial
intermediary ("indirect intermediary") and, upon further request
of the Fund, or its designee, promptly either (i) provide (or
arrange to have provided) the information set forth in 15.1 for
those shareholders who hold an account with an indirect
intermediary or (ii) restrict or prohibit the indirect
intermediary from purchasing, in nominee name on behalf of other
persons, securities issued by the Fund. Insurance Company
additionally agrees to inform the Fund whether it plans to
perform (i) or (ii). (b) Responses required by this paragraph
must be communicated in writing and in a format mutually agreed
upon by the Fund or its designee and the Insurance Company; and
(c) To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the
NSCC Standardized Data Reporting Format.
15.1.3 LIMITATIONS ON USE OF INFORMATION. The Fund agrees
not to use the information received pursuant to this
Amendment for any purpose other than as necessary to
comply with the provisions of Rule 22c-2 or to fulfill
other regulatory or legal requirements subject to the
privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx
Act (Public Law 106-102) and comparable state laws.
15.2 AGREEMENT TO RESTRICT TRADING. Insurance Company agrees to execute
written instructions from the Fund to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund as having engaged in transactions of the Fund's
Shares (directly or indirectly through the Insurance Company Fund
Account) that violate policies established by the Fund for the purpose
of eliminating or reducing market timing and abusive trading practices.
Unless otherwise directed by the Fund, any such restrictions or
prohibitions shall only apply to Shareholder-Initiated Transfer
Purchases or Shareholder-Initiated Transfer Redemptions that are
effected directly or indirectly through Insurance Company. Instructions
must be received by us at the following address, or such other address
that Insurance Company may communicate to you in writing from time to
time, including, if applicable, an e-mail and/or facsimile telephone
number:
15.2.l Form of Instructions. Instructions to restrict or prohibit
trading must include the the specific individual Contract owner
number or participant account number associated with the
Shareholder, if known, and the specific restriction(s) to be
executed, including how long the restriction(s) is(are) to remain
in place. If the the specific individual contract owner number or
participant account number associated with the Shareholder is not
known, the instructions must include an equivalent identifying
number of the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
15.2.2 Timing of Response. Insurance Company agrees to execute
instructions as soon as reasonably practicable, but not later
than five business days after receipt of the instructions by the
Intermediary.
15.2.3 Confirmation by Insurance Company. Insurance Company must
provide written confirmation to the Fund that instructions have
been executed. Insurance Company agrees to provide confirmation
as soon as reasonably practicable, but not later than ten
business days after the instructions have been executed.
15.3 DEFINITIONS. For purposes of this Amendment:
15.3.1 The term "Insurance Company Fund Account" means an omnibus
account with the Fund maintained by Insurance Company.
15.3.2 The term "Fund" includes JPMorgan Distribution Services,
Inc., which is the Fund's principal underwriter, the Fund's
transfer agent and the series of the Trust listed in the
Agreement.
15.3.3 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by
the Fund under the Investment Company Act that are held by or
through an Insurance Company Fund Account.
15.3.4 The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract issued by
the Insurance Company ("Contract"), or a participant in an
employee benefit plan with a beneficial interest in a Contract.
15.3.5 The term "Shareholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Shareholder that
results in a transfer of assets within a Contract to a Fund, but
does not include transactions that are executed: (i)
automatically pursuant to a contractual or systematic program or
enrollment such as transfer of assets within a Contract to a Fund
as a result of "dollar cost averaging" programs, insurance
company approved asset allocation programs, or automatic
rebalancing programs; (ii) pursuant to a Contract death benefit;
(iii) one-time step-up in Contract value pursuant to a Contract
death benefit; (iv) allocation of assets to a Fund through a
Contract as a result of payments such as loan repayments,
scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Contract; or
(v) pre-arranged transfers at the conclusion of a required free
look period.
15.3.6 The term "Shareholder-Initiated Transfer Redemption" means
a transaction that is initiated or directed by a Shareholder that
results in a transfer of assets within a Contract out of a Fund,
but does not include transactions that are executed: (i)
automatically pursuant to a contractual or
systematic program or enrollments such as transfers of assets
within a Contract out of a Fund as a result of annuity payouts,
loans, systematic withdrawal programs, insurance company approved
asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of
scheduled withdrawals or surrenders from a Contract; or (iv) as a
result of payment of a death benefit from a Contract.
15.3.7 The term "written" and/or "in writing" includes electronic
writings and facsimile transmissions.
15.3.8 The term "Insurance Company" shall mean a "financial
intermediary" as defined in Rule 22c-2 of the Investment Company
Act.
15.3.9 The term "purchase" does not include the automatic
reinvestment of dividends.
15.3.10 The term "promptly" as used in 15.1.2 shall mean as soon
as practicable but in no event later than 10 business days from
the Insurance Company's receipt of the request for information
from the Fund, or its designee.
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA on behalf of
its separate accounts Allianz Life Variable Account A and
Allianz Life Variable Account B
Authorized Signer: /S/XXXXXXX X. XXXXX
Name: XXXXXXX X. XXXXX
Title: VICE PRESIDENT II
Date: APRIL 6, 2007_
X.X. XXXXXX SERIES TRUST II
Authorized Signer: /s/XXXXXX X. XXXXXX
Name: XXXXXX X. XXXXXX
Title: ASSISTANT TREASURER
Date: 4/9/07
SHAREHOLDER INFORMATION AGREEMENT
(UNDER RULE 22C-2(A) (2) OF THE INVESTMENT COMPANY ACT OF 1940)
This Agreement is effective as of the day of ,2007, by and between
OppenheimerFunds Services ("OFS"), a division of OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc. ("Distributor") and referred together with
OFS as "Xxxxxxxxxxx", and Allianz Life Insurance Company of North America
("intermediary") the following affiliate(s), NONE
------------------------------------------------------------, and all future
affiliates as parties to the Intermediary Agreement (the "Agreement").
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund,
upon written request, the taxpayer identification number ("TIN"), if known, of
any or all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the Shareholder(s)
or account (if known), and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Shares held
through an account maintained by the Intermediary during the period covered by
the request.
1.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 90 days from the date of the
request, for which transaction information is sought. The
Fund may request transaction information older than 90 days
from the date of the request as it deems necessary to
investigate compliance with policies established by the Fund
for the purpose of eliminating or reducing any dilution of
the value of the outstanding shares issued by the Fund.
1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on its books and records
to the Fund or its designee promptly, but in any event not
later than I0 business days, after receipt of a request. If
the requested information is not on the Intermediary's books
and records, Intermediary agrees to: (i) provide or arrange
to provide to the fund the requested information from
shareholders who hold an account with an indirect
intermediary; or (ii) if directed by the Fund, block further
purchases of Fund Shares from such indirect intermediary. In
such instance, Intermediary agrees to inform the Fund
whether it plans to perform (i) or (ii). Responses required
by this paragraph must be communicated in writing and in a
format mutually agreed upon by the parties. To the extent
practicable, the format for any transaction information
provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the same meaning
as in SEC Rule 22c-2 under the Investment Company Act.
1.3 LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to
use the information received for marketing or any other
similar purpose without the prior written consent of the
Intermediary.
2. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or indirectly
through the Intermediary's account) that violate policies established by the
Fund for the purpose of eliminating or reducing any dilution of the value of
the outstanding Shares issued by the Fund.
2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN,
if known, and the specific restriction(s) to be executed.
If the TIN is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the
instruction relates.
2.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not
later than five business days after receipt of the
instructions by the Intermediary.
2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund that instructions have
been executed. Intermediary agrees to provide confirmation
as soon as reasonably practicable, but not later than ten
business days after the instructions have been executed.
3. DEFINITIONS. For purposes of this paragraph:
3.1 The term "Fund" includes the fund's principal underwriter
and transfer agent. The term not does include any
"excepted funds" as defined in SEC Rule 22c-2(b) under the
Investment Company Act of I940.*
3.2 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record
issued by the Fund under the Investment Company Act of
I940 that are held by the Intermediary.
3.3 The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract
issued by the Intermediary.
3.4 The term "written" includes electronic writings and
facsimile transmissions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
Allianz Life Insurance Company of North America on behalf of its separate
accounts Allianz Life Variable Account A and Allianz Life Variable Account B
--------------------------------------
NAME OF INTERMEDIARY
By:
Name: Xxxxxxx X. Xxxxx
Title: Vice President II
Date: April 6, 2007
OPPENHEIMERFUNDS SERVICES (a division of OppenheimerFunds, Inc.)
By:
Xxxxx Xxxxxxxx
Senior Vice President
Date:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
Xxxxx Xxxx
President
Date:
* As defined in SEC Rule 22c-2(b), the term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the fund
permits short-term trading of its securities and that such trading may result in
additional costs for the fund.
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT is made as of the Effective Date (as defined below) by and
between Prudential Investment Management Services LLC ("Fund Agent"), as
principal distributor for the JennisonDryden, Strategic Partners and Target
families of mutual funds and the Xxxxxxxx Xxxxxxxxx Growth Equity Fund such
other funds for which it acts as distributor (the "Funds") and Allianz Life
("Intermediary").
WHEREAS, Fund Agent is the distributor and principal underwriter for the Funds;
WHEREAS, Fund Agent has identified Intermediary as a Financial Intermediary (as
defined below);
WHEREAS, Intermediary facilitates trading for shareholders investing in one or
more of the Funds;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of 1940, as
amended ("Rule 22c-2"), Fund Agent is required to enter into an agreement with
Intermediary on behalf of the Funds under which Intermediary is required to
provide the Funds, upon request, with certain shareholder and account
information and to prohibit transactions that violate each Fund's anti-market
timing policies.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Fund Agent and the Intermediary hereby
agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings:
1.1 The term "Effective Date" means April 16, 2007, or such other
compliance date mandated by Rule 22c-2.
1.2 The term "Fund" includes the fund's principal underwriter and
transfer agent. The term not does include any "excepted funds"
as defined in Rule 22c-2(b) under the Investment Company Act
of 1940(1).
1.3 The term "Financial Intermediary" MEANS (i) any broker,
dealer, bank, or other entity that holds securities of record
issued by the Fund in nominee name; and (ii) in the case of a
participant-directed employee benefit plan that owns
securities issued by the Fund (1) a retirement plan
administrator under ERISA or (2) any entity that maintains the
plan's participant records.
1.4 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by
the Fund by the Intermediary.
1.5 The term "Shareholder" means the beneficial owner of Shares,
whether the
(1) As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the
fund permits short-term trading of its securities and that such trading may
result in additional costs for the fund.
Shares are held directly or by the Intermediary in nominee
name, or, if the Intermediary is a retirement plan
recordkeeper, MEANS the Plan participant notwithstanding that
the Plan may be deemed to be the beneficial owner of Shares.
1.6 The term "written" includes electronic writings and
facsimile transmissions.
2. SHAREHOLDER INFORMATION
2.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Fund, upon written request, the taxpayer identification number ("TIN"),
if known, of any or all Shareholder(s) of the account and the amount,
date, name or other identifier of any investment professional(s)
associated with the Shareholder(s) or account (if known), and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an
account maintained by the Intermediary during the period covered by the
request.
2.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period for which transaction information is sought, which generally
will not exceed ninety (90) calendar days of transaction information.
The Fund will not request transaction information older than from the
date of the request unless the Fund deems it necessary to investigate
compliance with policies established by the Fund for the purpose of
eliminating or reducing any dilution of value of the outstanding shares
issued by the Fund. The Fund may request transaction information older
than twelve (12) months from the date of the request as it deems
necessary to investigate compliance with policies established by the
Fund for the purpose of eliminating or reducing any dilution of the
value of the outstanding shares issued by the Fund.
2.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund or
its designee promptly, but in any event not later than ten (10)
business days, after receipt of a request. If the requested information
is not on the Intermediary's books and records, Intermediary agrees to
use reasonable efforts to: (i) provide or arrange to provide to the
Fund the requested information from shareholders who hold an account
with an indirect intermediary; or (ii) if directed by the Fund, block
further purchases of Fund Shares from such indirect intermediary. In
such instance, Intermediary agrees to inform the Fund whether it plans
to perform (i) or (ii). Responses required by this paragraph must be
communicated in writing and in a format mutually agreed upon by the
parties. To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format. For purposes of this provision, an
"indirect intermediary" has the same meaning as in Rule 22c-2 under the
Investment Company Act of 1940.
2.1.3. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received pursuant to this Agreement for any purpose other than as
necessary to comply with the provisions of Rule 22c-2 or to fulfill other
regulatory or legal requirements subject to the privacy provisions of Title V of
the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state laws.
2.2 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions
2
from the Fund to restrict or prohibit further purchases or exchanges
of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or
indirectly through the Intermediary's account) that violate policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by the Fund.
2.2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN, if
known, and the specific restriction(s) to be executed. If the TIN is
not known, the instructions must include an equivalent identifying
number of the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
2.2.2 TIMING OF RESPONSE. Intermediary agrees to execute instructions
as soon as reasonably practicable, but not later than five business
days after receipt of the instructions by the Intermediary.
2.2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
3. EFFECT OF THIS AGREEMENT. This Agreement, which is effective as of
the Effective Date, supplements the Dealer Agreement between our
firms. In the event of any conflict between this Agreement and the
Dealer Agreement, this Agreement shall control.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the Effective Date.
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
/S/XXXX X. XXXXXXX
By: Xxxx X. Xxxxxxx
Title: VicePresident
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
On behalf of its separate accounts Allianz Life Variable Account A and
Allianz Life Variable Account B
/S/XXXXXXX X. XXXXX
By: Xxxxxxx X. Xxxxx
Title: Vice President II
3
RULE 22C-2 AGREEMENT
This Rule 22c-2 Agreement (the "AGREEMENT") is made and entered into by and
among each of the registered investment COMPANIES identified on Exhibit A hereto
(each a "FUND," and together, the "FUNDS") and the firm NAMED on the signature
page hereto (the "INTERMEDIARY").
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940 requires the Funds
to enter into written agreements with financial intermediaries that hold mutual
fund shares on behalf of other investors, under which the financial
intermediaries must agree to provide certain shareholder identity and
transaction information at the request of the mutual fund AND carry out certain
instructions from the Funds; and
WHEREAS, the Intermediary is permitted to sell shares or otherwise maintains
accounts which hold shares for the benefit of a shareholder or shareholders of
the Funds; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Funds and the Intermediary hereby agree
as follows:
1. DEFINITIONS. For purposes of this Agreement:
1.1 The term "Funds" means each of the Funds set forth on Exhibit A,
which may be amended as provided in Section 6 hereof. The term
does not include any "excepted funds" as defined in Rule 22c-2(b)
under the Investment Company Act of 1940.
1.2 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by a
Fund under the Investment Company Act of 1940 that are held by the
Intermediary.
1.3 The term "Shareholder" means the holder of interests in a variable
annuity or variable life insurance contract issued by the
Intermediary ("Contract"), or a participant in an employee benefit
plan with a beneficial interest in a contract.
2. SHAREHOLDER INFORMATION
2.1. AGREEMENT TO PROVIDE INFORMATION.. Intermediary agrees to
provide the Funds, upon written request, the taxpayer
identification number ("TIN") and the Contract owner NUMBER or
participant account number associated with the Shareholder, if
known, of any or all Shareholder(s) of the account and the
amount, date, name or other identifier of any investment
professional(s) associated with the Shareholder(s) or account
(if known),
and transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of Shares held
through an account maintained by the Intermediary during the period
covered by the request. Intermediary may rely upon and shall respond to
written requests for any such information made on behalf of the Funds
by Xxxxxxxx Advisors, Inc. ("SAT"), the principal underwriter for the
Funds, or by a transfer agent for the Funds, Xxxxxxxx Data Corp.
("SDC") or State Street Bank and Trust Company ("SSBT"), as the case
may be.
2.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 days from the date of the request, for
which transaction information is sought. The Funds may request
transaction information older than 90 days from the date of the
request as it deems necessary to investigate compliance with
policies established by the Funds for the purpose of
eliminating or reducing any dilution of the value of the
outstanding Shares issued by the Funds.
2.1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on its books and records to
the Funds or their designee promptly, but in any event not
later than 10 business days, after receipt of a request. If the
requested information is not on the Intermediary's books and
records, Intermediary agrees to: (i) provide or arrange to
provide the Funds the requested information regarding
Shareholders who hold an account with an INDIRECT intermediary;
or (ii) if directed by the Funds, block further purchases of
Fund SHARES from such indirect intermediary. In such instance,
Intermediary agrees to inform the Funds, whether it plans to
perform (i) or (ii). Responses required by THIS paragraph must
be communicated in writing and in a format mutually agreed upon
by the parties. For purposes of this provision, an "INDIRECT
intermediary" has the same meaning as in Rule 22c-2 under the
Investment Company Act of 1940.
2.1.3 LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use
the information received pursuant to this Agreement for any
purpose other than as necessary to comply with the provisions
of Rule 22c-2 or to FULFILL other regulatory or legal
requirements subject to the privacy provisions of Title V of
the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable
state laws.
2.2 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Funds to restrict or prohibit further purchases
or exchanges of Shares by a Shareholder that has been identified by the
Funds as having engaged in transactions of the Funds' Shares (directly
or INDIRECTLY through the Intermediary's account) that violate policies
established by the Funds for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares
issued by the Funds. Intermediary may rely upon and shall
respond to any such written instructions made on behalf of the
Funds by SAT, SDC or SSBT.
2.2.1 FORM OF INSTRUCTIONS. Instructions must include the
TIN, if known, and the specific restriction(s) to be
executed. If the TIN is not known, the instructions
must include an equivalent identifying number of the
Shareholder(s) or account(s) (i.e., a Contract owner
number assigned by Intermediary) or other agreed upon
information to which the instruction relates.
2.2.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but
not later than 5 business days after receipt of the
instructions by the Intermediary.
2.2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must
provide written confirmation to the Funds that
instructions have been executed. Intermediary agrees
to provide confirmation as soon as reasonably
practicable, but not later than 10 business days after
the instructions have been executed.
2.3 EFFECT OF NONCOMPLIANCE. If Intermediary fails to transmit
information pursuant to Sections 2.1, 2.1.1 and 2.1.2 above, or
execute instructions pursuant to Sections 2.2, 2.2.1, 2.2.2 and
2.2.3 above, the Funds may cease accepting trades in Fund shares
placed by Intermediary until Intermediary complies with such
requests or instructions.
3. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of
the parties as to the Intermediary's obligations with respect to the
matters discussed herein. This Agreement is not intended to amend or
terminate any other agreements between the parties which relate to the
Funds; provided, however, that: (i) to the extent that provisions of any
other agreement among the parties are inconsistent with this Agreement,
this Agreement shall control with respect to the matters discussed herein,
and (ii) a breach of this Agreement shall constitute cause to terminate any
other agreements among the parties which relate to the Funds. The
obligations of each of the Funds under this Agreement are several and not
joint and no Fund SHALL be responsible for the acts or omissions of any
other Fund.
4. ASSIGNMENT. The Intermediary SHALL not have the right to assign this
Agreement without the prior written consent of the Funds, which consent
maybe withheld by the Funds if other necessary agreements related to the
maintenance of Shareholder accounts in the Funds are not also assigned or
otherwise negotiated with the party to which the Intermediary desires to
assign this Agreement. The Funds may assign this agreement to any other
affiliated entity which undertakes the role of principal underwriter or
TRANSFER agent for the Funds.
3.
5. AMENDMENT. The Funds may amend this Agreement by PROVIDING advance written
notice of any such amendments to the Intermediary. If the Intermediary
continues to maintain such accounts which hold shares of the Funds 60 days
after the receipt of such amendment(s), the Intermediary shall be deemed
to have agreed to all terms and conditions set forth in such amendments.
An open-end, registered investment company managed by J. & X. Xxxxxxxx &
Co. Incorporated or its affiliates may become a party to this agreement
upon notice to the Intermediary, at which point the terms of this
agreement shall apply.
6. TERMINATION. A Fund may terminate this Agreement by PROVIDING written
notice of termination to the Intermediary. The Intermediary may terminate
this Agreement by PROVIDING 60 days' written notice of termination to the
Funds; provided, however, that no such notice of termination shall be
effective so long as the Intermediary continues to hold accounts which
hold Shares of the Funds.
7. CHOICE of Law. This Agreement shall be construed in ACCORDANCE with the
laws of the State of New York without giving effect to provisions relating
to conflict of laws and the Investment Company Act of 1940.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date indicated below.
AGREED AND ACCEPTED:
Xxxxxxxx Group of Funds, as set forth on Exhibit A
/s/Xxxxx X Xxxxx
By:Xxxxx X Xxxxx
Title: Secretary
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
On behalf of its separate accounts Allianz Life Variable Account A AND Allianz
LIFE VARIABLE ACCOUNT B
--------------------------------------------------------------------------------
Name of Inermediary
/s/ Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx
Title: Vice President II
Date:APRIL 6, 2007
Address: 0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000
EXHIBIT A
XXXXXXXX CAPITAL FUND, INC.
XXXXXXXX COMMON STOCK FUND, INC.
XXXXXXXX COMMUNICATIONS AND INFORMATION FUND, INC.
XXXXXXXX FRONTIER FUND, INC.
XXXXXXXX GLOBAL FUND SERIES, INC.
XXXXXXXX GROWTH FUND, INC.
XXXXXXXX HIGH INCOME FUND SERIES
XXXXXXXX INCOME AND GROWTH FUND, INC.
XXXXXXXX INVESTMENT GRADE FIXED INCOME FUND, INC.
XXXXXXXX LASALLE REAL ESTATE FUND SERIES, INC.
XXXXXXXX MUNICIPAL FUND SERIES, INC.
XXXXXXXX MUNICIPAL SERIES TRUST
XXXXXXXX NEW JERSEY MUNICIPAL FUND, INC.
XXXXXXXX PENNSYLVANIA MUNICIPAL FUND SERIES
XXXXXXXX PORTFOLIOS, INC.
XXXXXXXX TARGETHORIZON ETF PORTFOLIOS, INC.
XXXXXXXX TIME HORIZON/HARVESTER SERIES, INC.
XXXXXXXX VALUE FUND SERIES, INC.
XXX XXXXXX LIFE INVESTMENT TRUST
SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT, dated as of March 16, 2007, is by and between Xxx Xxxxxx Funds
Inc. ("Fund Agent") and the financial intermediary whose name appears on the
signature page of this Agreement ("Intermediary"). Fund Agent is entering into
this Agreement on behalf of Xxx Xxxxxx Life Investment Trust, including any
separate series or portfolios thereof, whether existing at the date of this
Agreement or established subsequent hereto (each, a "Fund," and, collectively,
the "Funds").
WITNESSETH:
WHEREAS, SEC Rule 22c-2 (the "Rule") under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), requires every mutual fund company or
its principal underwriter to enter into written agreements with financial
intermediaries (as defined by the Rule), obligating each financial intermediary,
to (i) provide the fund company, upon request, with specific shareholder
identification and transaction information, and (ii) execute any instructions
from the fund company to block trading of fund shares by shareholders who have
been identified as engaging in transactions of fund shares that violate the fund
company's market-timing and short-term trading policies;
WHEREAS, Fund Agent is the principal underwriter and distributor for the Funds;
and
WHEREAS, Intermediary is either (i) a broker, dealer, bank, or other entity that
holds securities of record issued by a fund in nominee name; (ii) in the case of
a participant-directed employee benefit plan that owns securities issued by a
Fund (1) a retirement plan administrator under ERISA or (2) an entity that
maintains the plan's participant records; or (iii) an insurance company separate
account.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
A. DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings, unless a different meaning is clearly
required by the contexts:
1. The term "Fund" shall mean an open-end management investment company
that is registered or required to register under section 8 of the
Investment Company Act of 1940 and includes (i) an investment
adviser to or administrator for the Funds; (ii) the principal
underwriter or distributor for the Funds; or (iii) the transfer
agent for the Funds. The term not does include any "excepted funds"
as defined in SEC Rule 22c-2(b) under the Investment Company Act of
1940 Act.(1)
2. The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Fund under the
Investment Company Act that are held by the Intermediary.
1) As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1)
money market fund; (2) fund that issues securities that are listed on a
national exchange; and (3) fund that affirmatively permits short-term
trading of its securities, if its prospectus clearly and prominently
discloses that the fund permits short-term trading of its securities and
that such trading may result in additional costs for the fund.
3. The term "Shareholder" means the holder of interests in a variable annuity
or variable life insurance contract issued by the Intermediary
("Contract"), or a participant in an employee benefit plan with a
beneficial interest in a contract.
4. The term "Shareholder-Initiated Transfer Purchase" means a transaction that
is initiated or directed by a Shareholder that results in a transfer of
assets within a Contract to a Fund, but does not include transactions that
are executed: (i) automatically pursuant to a contractual or systematic
program or enrollment such as transfer of assets within a Contract to a
Fund as a result of "dollar cost averaging" programs, insurance company
approved asset allocation programs, or automatic rebalancing programs; (ii)
pursuant to a Contract death benefit; (iii) one-time step-up in Contract
value pursuant to a Contract death benefit; (iv) allocation of assets to a
Fund through a Contract as a result of payments such as loan repayments,
scheduled contributions, retirement plan salary reduction contributions, or
planned premium payments to the Contract; or (v) pre-arranged transfers at
the conclusion of a required free look period.
5. The term. "Shareholder-Initiated Transfer Redemption" means a transaction
that is initiated OR directed by a Shareholder that results in A transfer
of assets within a Contract out of a Fund, but does not include
transactions that are executed: (i) automatically pursuant to a contractual
or systematic program or enrollments such as transfers of assets within a
Contract out of a Fund as a result of annuity payouts, loans, systematic
withdrawal programs, asset allocation programs and automatic rebalancing
programs; (ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of scheduled
withdrawals or surrenders from a Contract; or (iv) as a result of payment
of a death benefit from a Contract.
6. The term "written" includes electronic writings and facsimile
transmissions.
B. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION. Intermediary agrees to
provide the Fund, upon written request, the taxpayer identification
number ("TIN"), the Individual/International Taxpayer Identification
Number ("ITIN")*, or other government-issued identifier ("GIl") and the
Contract owner number or participant account number associated with the
Shareholder, if known, of any or all Shareholder(s) of the account, and
the amount, date and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Shares
held through an account maintained by the Intermediary during the period
covered by the request. Unless otherwise specifically requested by the
Fund, this section shall be read to require Intermediary to provide only
that information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
1. PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed ninety (90) business days from the date of the request,
for which transaction information is sought. The Fund may request
transaction information older than ninety (90) business days from the
date of the request as it deems necessary to investigate compliance
with policies established by the Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding shares
issued by the Fund.
* According to the IRS' website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with
the number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The
IRS issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain,
a Social Security Number (SSN) from the Social Security Administration
(SSA). SEC Rule 22c-2 inadvertently refers to the ITIN as the International
Taxpayer Identification Number.
2
2. TIMING OF REQUESTS. Fund requests for Shareholder information shall be made
no more frequently than quarterly except as the Fund deems necessary to
investigate compliance with policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value of the
outstanding shares issued by the Fund.
3. FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide, promptly
upon request of the Fund or its designee, the requested information
specified in this Section B. If requested by the Fund or its designee,
Intermediary agrees to use best efforts to determine promptly whether any
specific person about whom it has received the identification and
transaction information specified in this Section B is itself a financial
intermediary ("indirect intermediary") and, upon further request of the
Fund or its designee, promptly either (i) provide (or arrange to have
provided) the info, illation set forth in this Section B for those
shareholders who hold an account with an indirect intermediary or (ii)
restrict or prohibit the indirect intermediary from purchasing, in nominee
name on behalf of other persons, securities issued by the Fund.
Intermediary additionally agrees to inform the Fund whether it plans to
perform (i) or (ii).
(b) Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the Fund or its designee and the
Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Fund should be consistent with the NSCC Standardized Data
Reporting Format.
C. LIMITATIONS ON THE USE OF INFORMATION. The Fund agrees not to use
the information received pursuant to this Agreement for any purpose
other than as necessary to comply with the provisions of Rule 22c-2
or to fulfill other regulatory or Iegal requirements subject to the
privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102) and comparable state laws.
D. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute
written instructions from the Fund to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund as having engaged in transactions of the
Fund's Shares (directly or indirectly through the Intermediary's
account) that violate policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value of the
outstanding Shares issued by the Fund. Unless otherwise directed by
the Fund, any such restrictions or prohibitions shall only apply to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions that are effected directly or indirectly
through Intermediary.
1. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN, or
GIl and the specific individual Contract owner number or
participant account number associated with the Shareholder, if
known, and the specific restriction(s) to be executed, including
how long the restriction(s) is(are) to remain in place. If the
TIN, ITIN, GII or the specific individual Contract owner number
or participant account number associated with the Shareholder is
not known, the instructions must include an equivalent
identifying number of the Shareholder(s) or account(s) or other
agreed upon information to which the instruction relates.
2. TIMING OF RESPONSE. Intermediary agrees to execute instructions
as soon as reasonably practicable, but not later than ten
business days after receipt of the instructions by the
Intermediary.
3
1.
3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
E. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The
parties have entered into one or more Fund Participation Agreements
between or among them for the purchase and redemption of shares of the
Fund(s) by the Accounts in connection with the Contracts. This Agreement
supplements those Fund Participation Agreements. To the extent the terms
of this Agreement conflict with the terms of a Fund Participation
Agreement, the terms of this Agreement shall control.
F. TERMINATION This Agreement will terminate with respect to a specific
Fund upon the termination of the Fund Participation Agreement relating
to that Fund.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
XXX XXXXXX FUNDS INC.
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
INTERMEDIARY:
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
On behalf of its separate accounts Allianz Life Variable Account A and Allianz
Life Variable ACCOUNT B
(please enter full legal name of Intermediary above)
By: /s/ Xxxxxxx X. Xxxxx
Name: XXXXXXX X. XXXXX
(please print)
Title: VICE PRESIDENT II
Date: APRIL 6, 2007
4
RULE 22C-2 AGREEMENT
This Rule 22c-2 Agreement (the "AGREEMENT") is made and entered into by and
among each of the registered investment companies identified on Exhibit A hereto
(each a "FUND," and together, the "FUNDS") and the firm named on the signature
page hereto (the "INTERMEDIARY").
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940 requires the Funds
to enter into written agreements with FINANCIAL intermediaries that hold mutual
fund shares on behalf of other investors, under which the financial
intermediaries must agree to provide certain shareholder identity and
transaction information at the request of the mutual fund and carry out certain
instructions from the Funds; and
WHEREAS, the Intermediary is permitted to sell shares or otherwise maintains
accounts which hold shares for the benefit of a shareholder or shareholders of
the FUNDS; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Funds and the Intermediary hereby agree
as follows:
1. DEFINITIONS. For purposes of this Agreement:
1.1 The term "Funds" MEANS each of the Funds set forth on Exhibit A,
which may be amended as provided in Section 6 hereof. The term does
not include any "excepted funds" as defined in Rule 22c-2(b) under
the Investment Company Act of 1940.
1.2 The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by a Fund under the
Investment Company Act of 1940 that are held by the Intermediary.
1.3 The term "Shareholder" means the holder of interests in a variable
annuity or variable life insurance contract issued by the
Intermediary ("Contract"), or a participant in an employee benefit
plan with a beneficial interest in a contract.
2. SHAREHOLDER INFORMATION
2.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide
the Funds, upon written request, the taxpayer identification
number ("TIN") and the Contract owner number or participant
account number associated with the Shareholder, if known, of any
or all Shareholder(s) of the account and the amount, date, name
or other identifier of any investment professional(s) associated
with the Shareholder(s) or account (if known),
and transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of Shares held through
an account maintained by the Intermediary during the period covered by
the request. Intermediary may rely upon and shall respond to written
requests for any such information made on behalf of the Funds by
Xxxxxxxx Advisors, Inc. ("SAI"), the principal underwriter for the
Funds, or by a transfer agent for the Funds, Xxxxxxxx Data Corp. ("SDC")
or State Street Bank and Trust Company ("SSBT"), as the case may be.
2.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 days from the date of the request, for
which transaction information is sought. The Funds may request
transaction information older than 90 days from the date of the
request as it deems necessary to investigate compliance with
policies established by the Funds for the purpose of
ELIMINATING or reducing any DILUTION of the value of the
outstanding Shares issued by the Funds.
2.1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on its books and records to
the Funds or their designee promptly, but in any event not
later than 10 business days, after receipt of a request. If the
requested information is not on the Intermediary's books and
records, Intermediary agrees to: (i) provide or arrange to
provide the Funds the requested information REGARDING
Shareholders who hold an account with an INDIRECT intermediary;
or (ii) if directed by the Funds, block further purchases of
Fund SHARES from such indirect intermediary. In such instance,
Intermediary agrees to inform the Funds, whether it plans to
perform (i) or (ii). Responses required by THIS paragraph must
be communicated in writing and in a format MUTUALLY agreed upon
by the parties. For purposes of this provision, an "INDIRECT
intermediary" has the same meaning as in Rule 22c-2 under the
Investment Company Act of 1940.
2.1.3 LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use
the information received pursuant to this Agreement for any
purpose other than as necessary to comply with the provisions
of Rule 22c-2 or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of
the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable
state laws.
2.2 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Funds to restrict or prohibit further PURCHASES
or exchanges of Shares by a Shareholder that has been identified by the
Funds as having engaged in transactions of the Funds' Shares (DIRECTLY
or INDIRECTLY through the Intermediary's account) that violate policies
established by the FUNDS for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares
issued by the Funds. Intermediary may rely upon and shall
respond to any such written instructions made on behalf of the
FUNDS by SAI, SDC or SSBT.
2.2.1 FORM OF INSTRUCTIONS. Instructions must include the
TIN, if known, and the specific restriction(s) to be
executed. If the TIN is not known, the instructions
must include an equivalent identifying number of the
Shareholder(s) or account(s) (i.e., a Contract owner
NUMBER assigned by Intermediary) or other agreed upon
information to which the instruction relates.
2.2.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but
not later than 5 business days after receipt of the
instructions by the Intermediary.
2.2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must
provide written confirmation to the Funds THAT
instructions have been executed. Intermediary agrees
to provide confirmation as soon as reasonably
practicable, but not later than 10 business days after
the instructions have been executed..
2.3 EFFECT OF NONCOMPLIANCE. If Intermediary fails to transmit
information pursuant to Sections 2.1, 2.1.1 and 2.1.2 above, or
execute instructions PURSUANT to Sections 2.2, 2.2.1, 2.2.2 and
2.2.3 above, the Funds may cease accepting trades in Fund shares
placed by Intermediary until Intermediary complies with such
requests or instructions.
3. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of
the parties as to the Intermediary's obligations with respect to the
matters discussed herein. This Agreement is not intended to amend or
terminate any other agreements between the parties which relate to the
Funds; provided, however, that: (i) to the extent that provisions of any
other agreement among the parties are inconsistent with this Agreement,
THIS Agreement shall control with respect to the matters discussed herein,
and (ii) a breach of this Agreement shall constitute cause to terminate any
other agreements among the parties which relate to the Funds. The
obligations of each of the Funds under this Agreement are several and not
joint and no Fund shall be responsible for the acts or omissions of any
other Fund.
4. ASSIGNMENT. The Intermediary shall not have the right to assign this
Agreement without the prior written consent of the Funds, which consent
maybe withheld by the Funds if other necessary agreements related to the
maintenance of Shareholder accounts in the FUNDS are not also assigned or
otherwise negotiated with the party to which the Intermediary desires to
assign THIS Agreement. The Funds may assign this agreement to any other
affiliated entity which undertakes the role of principal underwriter or
TRANSFER agent for the Funds.
5. AMENDMENT. The Funds may amend this Agreement by PROVIDING advance
written notice of any such amendments to the Intermediary. If the
Intermediary continues to maintain such accounts which hold SHARES of the
Funds 60 days after the receipt of such amendment(s), the Intermediary
shall be deemed to have agreed to all terms and conditions set forth in
such amendments. An open-end, registered investment company managed by J.
& X. Xxxxxxxx & Co. Incorporated or its affiliates may become a party to
this agreement upon notice to the Intermediary, at which point the terms
of this agreement shall apply.
6. TERMINATION. A Fund may terminate this Agreement by PROVIDING written
notice of termination to the Intermediary. The Intermediary may terminate
THIS Agreement by providing 60 days' written notice of termination to the
Funds; provided, however, that no such notice of termination shall be
effective so long as the Intermediary continues to hold accounts which
hold Shares of the Funds.
7. CHOICE OF LAW. This Agreement shall be construed in accordance with the
laws of the State of New York without giving effect to provisions
relating to conflict of laws and the Investment Company Act of 1940.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date indicated below.
AGREED AND ACCEPTED:
Xxxxxxxx Group of Funds, as set FORTH on Exhibit A
/s/Xxxxx X. Xxxxx
By: Xxxxx X. Xxxxx
Title: Secretary
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
On behalf of its separate account Allianz Life of NY Variable Account C Name of
Intermediary
/s/Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
Date: April 6, 2007
Address: 0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000
EXHIBIT A
XXXXXXXX CAPITAL FUND, INC.
XXXXXXXX COMMON STOCK FUND, INC.
XXXXXXXX COMMUNICATIONS AND INFORMATION FUND, INC.
XXXXXXXX FRONTIER FUND, INC.
XXXXXXXX GLOBAL FUND SERIES, INC.
XXXXXXXX GROWTH FUND, INC.
XXXXXXXX HIGH INCOME FUND SERIES
XXXXXXXX INCOME AND GROWTH FUND, INC.
XXXXXXXX INVESTMENT GRADE FIXED INCOME FUND, INC.
XXXXXXXX LASALLE REAL ESTATE FUND SERIES, INC.
XXXXXXXX MUNICIPAL FUND SERIES, INC.
XXXXXXXX MUNICIPAL SERIES TRUST
XXXXXXXX NEW JERSEY MUNICIPAL FUND, INC.
XXXXXXXX PENNSYLVANIA MUNICIPAL FUND SERIES
XXXXXXXX PORTFOLIOS, INC.
XXXXXXXX TARGETHORIZONEIT PORTFOLIOS, INC.
XXXXXXXX TIME HORIZON/HARVESTER SERIES, INC.
XXXXXXXX VALUE FUND SERIES, INC.
RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT entered into as of 2/28 , 2007, by and between Allianz Global
Investors Distributors LLC ("AGID"), the principal underwriter for Premier VIT
and PIMCO Variable Insurance Trust (each a "Trust" and, collectively, the
"Trusts") and ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK ("Intermediary").
WHEREAS, Intermediary, pursuant to a Participation Agreement (as
defined below), purchases Shares of the Trusts to fund certain variable life
insurance or variable annuity contracts issued by Intermediary ("Contracts");
and
WHEREAS, AGID and Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Amendment in order for the Trusts, AGID and
Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under
the Investment Company Act of 1940, as amended (the "1940 Act"), and to make
other changes to the Participation Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, AGID and Intermediary
hereby agree as follows:
A. CONTRACTHOLDER INFORMATION
A.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide Fund
Agent, upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or
other government-issued identifier ("GII") and the Contract owner number
or participant account number, if known, of any or all Contractholder(s)
of the account, the name or other identifier of any investment
professional(s) associated with the Contractholder(s) or account (if
known), and the amount, date and transaction type (purchase, redemption,
transfer, or exchange) of every purchase, redemption, transfer, or
exchange of Shares held through an account maintained by Intermediary
during the period covered by the request. Unless otherwise specifically
requested by the Fund Agent, the Intermediary shall only be required to
provide information relating to Contractholder-Initiated Transfer
Purchases or Contractholder-Initiated Transfer Redemptions.
A.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 days from the date of the request, for
which transaction information is sought. Fund Agent may request
transaction information older than 90 days from the date of the
request as it deems necessary to investigate compliance with
policies established or utilized by a Trust or Fund Agent for
the purpose of eliminating or reducing any dilution of the value
of the outstanding shares issued by a Fund.
If requested by Fund Agent, Intermediary will provide the
information specified in Section A.1 above for each trading day.
A.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to provide,
promptly upon request of Fund Agent, the requested information
specified in Section A.1. Intermediary agrees to use its best
efforts to determine promptly whether any specific person about
whom it has received the identification and transaction
information specified in Section A.1 is itself a "financial
intermediary," as that term is defined in Rule 22c-2 (an
"Indirect Intermediary") and, upon request of Fund Agent,
promptly either (i) provide (or arrange to have provided) the
information set forth in Section A.1 for those Contractholders
who hold an account with an Indirect Intermediary or (ii)
restrict or prohibit the Indirect Intermediary from purchasing
Shares in nominee name on behalf of other persons. Intermediary
additionally agrees to inform Fund Agent whether it plans to
perform (i) or (ii) above. Responses required by this paragraph
must be communicated in writing and in a format mutually agreed
upon by the Parties. To the extent practicable, the format for
any Contractholder and transaction information provided to Fund
Agent should be consistent with the NSCC Standardized Data
Reporting Format.
A.1.3. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use
the information received pursuant to this Agreement for any
purpose other than as necessary to comply with the provisions of
Rule 22c-2 or to fulfill other regulatory or legal requirements
subject to the privacy provisions of Title V of the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state
laws.
B. EXECUTION OF TRADING RESTRICTION INSTRUCTIONS
B.1. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Contractholder that has been identified by
Fund Agent as having engaged in transactions in Shares (directly or
indirectly through Intermediary's account) that violate policies
established or utilized by a Trust or Fund Agent for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by a Fund. Unless otherwise directed by Fund Agent, any
such restrictions or prohibitions shall only apply to
Contractholder-Initiated Transfer Purchases or Contractholder-Initiated
Transfer Redemptions that are effected directly or indirectly through
Intermediary.
B.1.1. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN or
GII and the specific individual Contract owner number or
participant account number associated with the Contractholder,
if known, and the specific restriction(s) to be executed. If the
TIN, ITIN, GII or the specific individual Contract owner number
or participant account number associated with the Contractholder
is not known, the instructions must include an equivalent
identifying number of the Contractholder(s) or account(s) or
other agreed upon information to which the instruction relates.
-2-
B.1.2. TIMING OF RESPONSE. Intermediary agrees to execute instructions
from Fund Agent as soon as reasonably practicable, but not later
than five (5) business days after receipt of the instructions by
Intermediary.
B.1.3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to Fund Agent that Fund Agent's instructions to
restrict or prohibit trading have been executed. Intermediary
agrees to provide confirmation as soon as reasonably
practicable, but not later than ten (10) business days after the
instructions have been executed.
C. DEFINITIONS
For purposes of this Amendment, certain terms are used as defined in
the preamble or body of this Amendment. The following terms shall have the
following meanings, unless a different meaning is clearly required by the
context:
C.1. The term "Contractholder" means the holder of interests in a Contract or
a participant in an employee benefit plan with a beneficial interest in
a Contract.
C.2. The term "Contractholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract to a Fund, but does
not include transactions that are executed: (i) automatically pursuant
to a contractual or systematic program or enrollment such as a transfer
of assets within a Contract to a Fund as a result of "dollar cost
averaging" programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Contract
death benefit; (iii) as a result of a one-time step-up in Contract value
pursuant to a Contract death benefit; (iv) as a result of an allocation
of assets to a Fund through a Contract as a result of payments such as
loan repayments, scheduled contributions, retirement plan salary
reduction contributions, or planned premium payments to the Contract; or
(v) pre-arranged transfers at the conclusion of a required "free look"
period.
The term "Contractholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Contractholder that
results in a transfer of assets within a Contract out of a Fund, but
does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollments such as
transfers of assets within a Contract out of a Fund as a result of
annuity payouts, loans, systematic withdrawal programs, insurance
company approved asset allocation programs and automatic rebalancing
programs; (ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of scheduled
withdrawals or surrenders from a Contract; or (iv) as a result of
payment of a death benefit from a Contract.
C.3. The term "Funds" shall mean the constituent series of the Trusts, but
for purposes of Section A of this Amendment shall not include Funds
excepted from the requirements of paragraph (a) of Rule 22c-2 by
paragraph (b) of Rule 22c-2.
-3-
C.4. The term "Fund Agent" shall mean AGID or such other persons or entities
as may be designated as such by the Trusts for purposes of this
Amendment from time to time.
C.5. The term "Participation Agreement" shall mean the Participation
Agreement and/or other similar agreement(s) relating to transactions in
Shares to which Intermediary or any of Intermediary's predecessors,
successors or affiliates is a party.
C.6. The term "promptly" shall mean as soon as practicable but in no event
later than ten (10) business days from Intermediary's receipt of the
request for information from Fund Agent
C.7. The term "Shares" means the interests of Contractholders corresponding
to the redeemable securities of record issued by a Fund.
C.8. The term "written" includes electronic writings and facsimile
transmissions.
In addition, for purposes of this Amendment, the term "purchase" does not
include the automatic reinvestment of dividends or distributions.
D. ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
The Participation Agreement is hereby further amended to incorporate
the provisions set forth in EXHIBIT A hereto.
E. SCOPE OF AMENDMENT
Intermediary acknowledges and agrees that this Amendment shall apply to
the handling of all transactions in Shares, whether authorized under the
Participation Agreement or any other agreement between or among Intermediary and
a Trust, any transfer agent of a Trust, AGID, any other Fund Agent or any of
their affiliates, and further acknowledges and agrees that the Participation
Agreement and any other such agreement is hereby modified to the extent
necessary to reflect the agreements herein.
F. EFFECTIVE DATE
This Amendment shall be effective upon its execution hereof or, if
later, upon the effectiveness of the provisions of Rule 22c-2 relating to
agreements with "financial intermediaries" (as such term is defined in Rule
22c-2). Prior to the effective date of this Amendment, AGID and Intermediary
agree that any request made to Intermediary by AGID for Contractholder
transaction information, and Intermediary's response to such request, shall be
governed by whatever practices AGID and Intermediary had utilized in the absence
of a formal agreement, if any, to govern such requests.
-4-
G. ADDITIONAL OBLIGATIONS
It shall be Intermediary's obligation to make any required
notification(s) to its Contractholders of the provisions of this Amendment and
Intermediary agrees to do so. Intermediary also agrees to provide point of sale
disclosure documents to its Contractholders consistent with applicable legal
requirements as in effect from time to time.
H. AMENDMENTS TO COMPLY WITH RULE 22C-2
Without limiting any other provisions of this Amendment, including
those provisions set forth in EXHIBIT A hereto, the Parties agree that AGID may,
upon 30 days' written notice to Intermediary, further amend or modify the
Participation Agreement without the affirmative consent of Intermediary in order
to comply with Rule 22c-2, as such rule may be revised or interpreted by the
Securities and Exchange Commission or its staff. Notice for these purposes shall
be deemed to be given when mailed or electronically transmitted to Intermediary.
Intermediary's submission and a Trust's or its designee's acceptance of an order
to purchase, redeem or exchange Shares after the transmission of such notice
shall represent Intermediary's acknowledgement and acceptance of the terms and
conditions of any such amendment.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
-5-
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
/S/ ILLEGIBLE
By:
Title: V.P.
Legal name of Intermediary:
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
On behalf of its separate account Allianz Life of NY Variable Account C
/S/ XXXXXXX X. XXXXX
By: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
-6-
EXHIBIT A
ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
Capitalized terms used in the provisions set forth below are used as
defined in the Participation Agreement.
COMPLIANCE MATTERS. As required by the Participation Agreement,
Intermediary shall comply with provisions of the Prospectuses and
Statement of Additional Information of each Trust, and with applicable
federal and state securities laws. Among other things, Intermediary
shall be responsible for reasonably assuring that: (a) only orders to
purchase, redeem or exchange Shares received by Intermediary or any
Indirect Intermediary prior to the Valuation Time shall be submitted
directly or indirectly by Intermediary to the Fund or its transfer
agent or other applicable agent for receipt of a price based on the net
asset value per Share calculated for that day in accordance with Rule
22c-1 under the 1940 Act(1); and (b) Intermediary shall cause to be
imposed and/or waived applicable redemption fees, if any, only in
accordance with the relevant Fund's then current Prospectuses or
Statement of Additional Information and/or as instructed by Fund Agent.
Intermediary further agrees to make reasonable efforts to assist the
Funds and their service providers (including but not limited to Fund
Agent) to detect, prevent and report market timing or excessive
short-term trading of Shares. To the extent Intermediary has actual
knowledge of violations of Fund policies (as set forth in the
applicable Fund's then current Prospectuses or Statement of Additional
Information) regarding (i) the timing of purchase, redemption or
exchange orders and pricing of Shares, (ii) market timing or excessive
short-term trading, or (iii) the imposition of redemption fees, if any,
Intermediary agrees to report such known violations to Fund Agent. For
purposes of this provision, the term "Valuation Time" refers to the
time as of which the Shares are valued on each business day, currently
the close of regular trading on the New York Stock Exchange (normally,
4:00 p.m., Eastern Time) on each day that the New York Stock Exchange
is open for business.
(1) Orders to purchase, redeem or exchange Fund shares received by
Intermediary subsequent to the Valuation Time on any given day shall
receive a price based on the next determined net asset value per Share
in accordance with Rule 22c-1 under the 1940 Act.
AIM FUNDS INTERMEDIARY AGREEMENT REGARDING COMPLIANCE WITH SEC RULE 22C-2
This Agreement is made and entered into by and between AIM Investment Services,
Inc. (the "TRANSFER AGENT"), a Delaware corpora-tion and the transfer agent for
certain management investment companies (each, a "MUTUAL FUND") registered with
the U.S. Securities and Exchange Commission (the "SEC") and regulated under the
Investment Company Act of 1940, as amended (the "1940 ACT"), and the
INTERMEDIARY identified below.
RECITALS
WHEREAS, effective May 23, 2005, the SEC adopted Rule 22c-2 under the 1940 Act
which requires every mutual fund (or on the fund's behalf, the principal
underwriter or transfer agent) to enter into a written agreement with each
financial intermediary who sells shares or otherwise maintains accounts which
hold shares of the fund for the benefit of a shareholder, as defined below,
pursuant to which the intermediary agrees to: (i) provide, promptly upon request
by the fund, the Taxpayer Identification Number of all shareholders that
purchased, redeemed, transferred, or exchanged shares held through an account
with the financial intermediary, and the amount and dates of such shareholder
purchases, redemptions, transfers, and exchanges; and (ii) execute any
instructions from the fund to restrict or prohibit further purchases or
exchanges of fund shares by a shareholder who has been identified by the fund as
having engaged in transactions of fund shares (directly or indirectly through
the intermediary's account) that violate policies established by the fund for
the purpose of eliminating or reducing any dilution of the value of the
outstanding securities issued by the fund; and (iii) use best efforts to
determine, promptly upon the request of the fund, whether any other person that
holds fund shares through the financial intermediary is itself a financial
intermediary (an "INDIRECT INTERMEDIARY") and, upon further request by the fund,
(A) provide (or arrange to have provided) the identification and transaction
information described above with respect to shareholders who hold an account
with an indirect intermediary, or (B) restrict or prohibit the indirect
intermediary from purchasing securities issued by the fund; and WHEREAS, the
Intermediary currently sells shares or otherwise maintains accounts which hold
shares for the benefit of a shareholder or shareholders of certain mutual funds
for which the Transfer Agent is the transfer agent (each, an "AIM Fund"); and
WHEREAS, the Transfer Agent has agreed to administer the AIM Funds' compliance
program related to Rule 22c-2; NOW, THEREFORE, the premises considered, the
Transfer Agent and the Intermediary agree as follows:
1. SHAREHOLDERS DEFINED. For purposes of this Agreement, the term SHAREHOLDER
means an individual or non-natural entity who or which owns legal title or
a vested beneficial interest in shares of an AIM Fund, including, but not
limited to, participants in retirement and education savings plans and
owners of variable insurance contracts which are funded with or otherwise
invested in shares of an AIM Fund.
2. COMPLIANCE OBLIGATIONS OF INTERMEDIARY. Beginning no later than October 16,
2006, or such other date as the SEC may designate as the date by which
mutual funds must be in compliance with Rule 22c-2, the Intermediary agrees
to provide the Transfer Agent, upon written request, the taxpayer
identification number ("TIN"), if known, of any or all shareholders and the
amount, date, name or other identifier of any investment professional(s)
associated with the shareholder(s) (if known), and transaction type
(purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange of shares held through an account
maintained by the Intermediary during the period covered by the request.
(A) PERIOD COVERED BY REQUEST. Requests made pursuant to this Section must
set forth a specific time period, not to exceed one (1) year from the
date of the request, for which transaction information is sought. The
Transfer Agent may request transaction information older than one (1)
year from the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding
shares issued by the Fund.
(B) DAILY DATA FEED. If requested by the Transfer Agent, the Intermediary
shall provide the information specified above with respect to each
account for each trading day.
(C) FORM AND TIMING OF RESPONSE. The Intermediary agrees to transmit the
requested information that is on its books and records to the Transfer
Agent or its designee promptly, but in any event not later than three
(3) business days, after receipt of a request. If the requested
information is not on the Intermediary's books and records, the
Intermediary agrees to: (i) provide or arrange to provide to the
Transfer Agent the requested information from shareholders who hold an
account with an indirect intermediary; or (ii) if directed by the
Transfer Agent, block further purchases of Fund shares from such
indirect intermediary. In such instance, the Intermediary agrees to
inform the Transfer Agent whether it plans to perform (i) or (ii).
Responses required by this Paragraph must be communicated in writing
and in a format mutually agreed upon by the Intermediary and the
Transfer Agent. To the extent practicable, the format for any
transaction information provided to the Transfer Agent should be
consistent with the NSCC Standardized Data
Reporting Format. For purposes of this provision, the term INDIRECT
INTERMEDIARY has the same meaning as in Rule 22c-2.
(D) AGREEMENT TO RESTRICT TRADING. The Intermediary agrees to execute
written instructions from the Transfer Agent to restrict or prohibit
further purchases or exchanges of Fund shares by a shareholder that
has been identified by the Transfer Agent as having engaged in
transactions of the Fund's shares (directly or indirectly through an
account) that violate policies established by the Fund for the purpose
of eliminating or reducing any dilution of the value of the
outstanding shares issued by the Fund.
(E) FORM OF INSTRUCTIONS. Instructions submitted pursuant to this Section
must include the TIN, if known, and the specific restriction(s) to be
executed. If the TIN is not known, the instructions must include an
equivalent identifying number of the shareholder(s) or account(s) or
other agreed upon information to which the instruction relates.
(F) TIMING OF RESPONSE. The Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five (5) business
days after receipt of the instructions by the Intermediary.
(G) CONFIRMATION BY THE INTERMEDIARY. The Intermediary agrees to provide
written confirmation to the Transfer Agent that instructions have been
executed. The Intermediary agrees to provide confirmation as soon as
reasonably practicable, but not later than ten (10) business days
after the instructions have been executed.
3. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding among
the parties as to the Intermediaries obligations with respect to the matters
discussed herein. This Agreement is not intended to amend or terminate any
other agreements between among the parties which relate to the AIM Funds;
provided, however, that (i) to the extent that the provisions of any other
agreement among the parties are inconsistent with this Agreement, this
Agreement shall control with respect to the matters discussed herein, and
(ii) a breach of this Agreement shall constitute cause to terminate any other
agreements among the parties which relate to the AIM Funds.
4. AIM FUNDS AS THIRD-PARTY BENEFICIARIES. As required by Rule 22c-2, the
Transfer Agent is entering into this Agreement as agent and on behalf of the
AIM Funds. The AIM Funds shall have the right to enforce all terms and
provisions of this Agreement against any and all parties hereto and otherwise
involved in the activities contemplated herein.
5. ASSIGNMENT. The Intermediary shall not have the right to assign this
Agreement without the prior written consent of the Transfer Agent, which
consent may be withheld by the Transfer Agent if other necessary agreements
related to the maintenance of shareholder accounts in the AIM Funds are not
also assigned or otherwise negotiated with the party to which the
Intermediary desires to assign this Agreement. The Transfer Agent may assign
this Agreement to any other affiliated entity which undertakes the role of
transfer agent for the AIM Funds.
6. AMENDMENT. The Transfer Agent may amend this Agreement by providing advance
written notice of any such amendments to the Intermediary. If the
Intermediary continues to maintain accounts which hold shares of the AIM
Funds sixty (60) days after the receipt of such amendment(s), the
Intermediary shall be deemed to have agreed to all terms and conditions set
forth in such amendment(s).
7. TERMINATION. The Transfer Agent may terminate this Agreement by providing
written notice of termination to the Intermediary. The Intermediary may
terminate this Agreement by providing sixty (60) days' notice of termination
to the Transfer Agent; provided, however, that no such notice of termination
shall be effective for so long as the Intermediary continues to maintain
accounts which hold shares of the AIM Funds.
8. CHOICE OF LAW. This Agreement shall be construed in accordance with the laws
of the State of Texas, without respect to conflict of laws principles, and
the 1940 Act.
AGREED AND EXECUTED:
AIM INVESTMENT SERVICES, INC. ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
on behalf of its separate account Allianz
Life of NY Variable Account C
---------------------------------------
(Legal Name of Intermediary)
By: /S/XXXXXX X. XXXXXX. By: /s/Xxxxxxx X. Xxxxx
Name: XXXXXX X. XXXXXX. Name: XXXXXXX X. XXXXX
Title: PRESIDENT Title: ASSISTANT SECRETARY
Date:
ADDRESS FOR DELIVERY OF ADDRESS FOR DELIVERY OF
NOTICES HEREUNDER: NOTICES HEREUNDER:
00 XXXXXXXX XXXXX, XXXXX 000 0000 XXXXXX XXXXX XXXXX
XXXXXXX, XXXXX 00000 XXXXXXXXXXX, XX 00000-0000
ATTENTION: GENERAL COUNSEL ATTENTION: CORPORATE LEGAL, VARIABLE PRODUCTS
ADDENDUM TO
AIM FUNDS INTERMEDIARY AGREEMENT REGARDING COMPLIANCE WITH SEC RULE 22C-2
This Addendum is made and entered into by and between AIM Investment
Services, Inc. (the "TRANSFER AGENT"), a Delaware corporation and the transfer
agent for certain management investment companies (each, a "MUTUAL FUND")
registered with the U.S. Securities and Exchange Commission (the "SEC") and
regulated under the Investment Company Act of 1940, as amended (the "1940 ACT"),
and the INTERMEDIARY identified below, in connection with the AIM Funds
Intermediary Agreement Regarding Compliance with SEC Rule 22c-2.
RECITALS
WHEREAS, the Intermediary has agreed to enter into an AIM Funds
Intermediary Agreement Regarding Compliance with SEC Rule 22c-2, provided that
certain terms of the said Agreement are amended as described herein; and
WHEREAS, the Transfer Agent is agreeable to such amendments;
NOW, THEREFORE, the premises considered, the Transfer Agent and the
Intermediary agree to amend the said agreement as follows:
1. Section 2(a) of the Agreement is replaced in its entirety with the
following:
(A) PERIOD COVERED BY REQUEST. Requests made pursuant to this Section must
set forth a specific time period, not to normally exceed ninety (90)
days from the date of the request, for which transaction information
is sought. The Transfer Agent may request transaction information
older than ninety (90) days from the date of the request as it deems
necessary to investigate compliance with policies established by the
Fund for the purpose of eliminating or reducing any dilution of the
value of the outstanding shares issued by the Fund.
2. Section 2(c) of the Agreement is replaced in its entirety with the
following:
(c) FORM AND TIMING OF RESPONSE. The Intermediary agrees to transmit the
requested information that is on its books and records to the Transfer
Agent or its designee promptly, but in any event not later than ten
(10) business days, after receipt of a request. If the requested
information is not on the Intermediary's books and records, the
Intermediary agrees to: (i) provide or arrange to provide to the
Transfer Agent the requested information from shareholders who hold an
account with an indirect intermediary; or (ii) if directed by the
Transfer Agent, block further purchases of Fund shares from such
indirect intermediary. In such instance, the Intermediary agrees to
inform the Transfer Agent whether it plans to perform (i) or (ii).
Responses required by this Paragraph must be communicated in writing
and in a format mutually agreed upon by the Intermediary and the
Transfer Agent. To the extent practicable, the format for any
transaction information provided to the Transfer Agent should be
consistent with the NSCC Standardized Data Reporting Format. For
purposes of this provision, the term INDIRECT INTERMEDIARY has the
same meaning as in Rule 22c-2.
Page 1 of 2
3. The following is added as new Section 2(h):
LIMITATIONS OF USE OF INFORMATION. The Transfer Agent agrees not to use
the information received pursuant to this Agreement for any purpose
other than as necessary to comply with the provisions of Rule 22c-2 or
to fulfill other regulatory or legal requirements subject to the
privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law
106-102) and comparable state laws.
4. The Agreement as amended by this Addendum shall be referred to as the
"Agreement." All other terms and conditions shall remain unchanged.
AGREED AND EXECUTED:
AIM INVESTMENT SERVICES, INC. ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
on behalf of its separate account Allianz
Life of NY Variable Account C
--------------------------------------------
(Legal Name of Intermediary)
By: /S/XXXXXX X. XXXXXX. By: /s/Xxxxxxx X. Xxxxx
Name: XXXXXX X. XXXXXX. Name: XXXXXXX X. XXXXX
Title: PRESIDENT Title: ASSISTANT SECRETARY
Date:
ADDRESS FOR DELIVERY OF ADDRESS FOR DELIVERY OF
NOTICES HEREUNDER: NOTICES HEREUNDER:
00 XXXXXXXX XXXXX, XXXXX 000 0000 XXXXXX XXXXX XXXXX
XXXXXXX, XXXXX 00000 XXXXXXXXXXX, XX 00000-0000
ATTENTION: GENERAL COUNSEL ATTENTION: CORPORATE LEGAL, VARIABLE PRODUCTS
Page 2 of 2
RULE 22C-2 AGREEMENT
This Rule 22c-2 Information Sharing Agreement (the "Agreement"), is
entered into by and between Xxxx Xxxxx & Company, Incorporated (the "Fund
Agent") and the "Financial Intermediary" identified on the execution page of
this Agreement.
WHEREAS, the Fund Agent and the Financial Intermediary have entered into a
dealer and/or services agreement (the "Dealer/Services Agreement"), pursuant to
which the Financial Intermediary has agreed to solicit orders for shares of the
Funds and/or provide services with respect to the Funds; and
WHEREAS, Fund Agent and Financial Intermediary seek to enter into this
Agreement for the limited purpose of complying with the requirements of SEC Rule
22c-2 of the Investment Company Act of 1940 (the "Act");
NOW THEREFORE, in consideration of the mutual premises herein, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. AGREEMENT TO PROVIDE INFORMATION. Financial Intermediary agrees to provide
the Fund, upon written request, the contract number, if known, of any or
all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by the
Intermediary during the period covered by the request.
1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, generally not to exceed 90 days from the date of the request,
for which transaction information is sought. The Fund and/or its
designee may request transaction information older than 90 days from
the date of the request as it deems necessary to investigate compliance
with policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by
the Fund.
1.2 FORM AND TIMING OF RESPONSE. (a) Financial Intermediary agrees to
provide, promptly upon request of the Fund or its designee, the
requested information specified in section 1. If requested by the Fund
or its designee, Financial Intermediary agrees, as is required by law,
regulation, or rule, to use best efforts to determine promptly whether
any specific person about whom it has received the identification and
transaction information specified in section 1 is itself a financial
intermediary ("indirect intermediary") and, upon further request of the
Fund or its designee, promptly either (i) provide (or arrange to have
provided) the information set forth in section 1 and any information
required to be provided by law, regulation or rule for those
shareholders who hold an account with an indirect intermediary or (ii)
restrict or prohibit the indirect intermediary from purchasing, in
nominee name or behalf of other persons, securities issued by the Fund.
Financial Intermediary additionally agrees to inform the Fund whether
it plans to perform (i) or (ii). (b) Responses required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the parties; and (c) To the extent practicable, the
format for any transaction information provided to the Fund should be
consistent with the NSCC Standardized Data Reporting Format.
2. LIMITATIONS ON USE OF INFORMATION. The Fund Agent agrees not to use
the information received pursuant to this Agreement for any purpose
other than as necessary to comply with the provisions of Rule 22c-2 or
to fulfill other regulatory or legal requirements subject to the
privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law
106-102) and comparable state laws.
3. AGREEMENT TO RESTRICT TRADING. Financial Intermediary agrees to execute
written instructions from the Fund Agent to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been identified
by Fund or Fund Agent as having engaged in transactions of the Fund's
Shares (directly or indirectly through the Financial Intermediary's
account) that violates policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by the Fund.
4. FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading must
include the contract number, if known, and the specific restriction(s) to
be executed. If the contract number is not known, the instructions must
include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
5. TIMING OF RESPONSE. Financial Intermediary agrees to execute instruction
as soon as practicable, but not later than five (5) business days, or as
otherwise agreed to by the parties, after receipt of the instructions by
the Intermediary.
6. CONFIRMATION OF FINANCIAL INTERMEDIARY. Upon request by the Fund or Fund
Agent, Financial Intermediary shall use its best efforts to provide a
confirmation of execution of Fund Agent's instructions within ten (10)
business days after the instructions have been executed.
7. TERM. This Agreement shall remain in effect until such time as the
underlying Selling Agreement has been terminated and is no longer in
effect between the two parties.
8. DEFINITIONS. The term "Fund Agent" includes the Fund's principal
underwriter and transfer agent. The term does not include any "excepted
funds" as defined in SEC Rule 22c-2(b) under the Act.
The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Act that are
held by the Financial Intermediary.
The Term "Shareholder" means the beneficial owner of Shares, whether the
Shares are held directly or by the Financial Intermediary in nominee name.
EFFECTIVE DATE. This Agreement shall be effective as of April 16, 2007, or such
other compliance date mandated by Rule 22c-2 under the Act.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date the Fund Agent executes the Agreement.
ALLIANZ LIFE
INSURANCE COMPANY
OF NEW YORK On
behalf of its
separate account
Allianz Life of NY
Variable
XXXX XXXXX & COMPANY, INCORPORATED Account C
By: /s/Xxxx Xxxx By: /s/Xxxxxxx X. Xxxxx
------------------------------------ --------------------------------
Name: Xxxx Xxxx Name: Xxxxxxx X. Xxxxx
------------------------------------ --------------------------------
Title: Vice President Title: Assistant Secretary
------------------------------------ --------------------------------
Date: 4/11/07 Date: April 6, 2007
------------------------------------ --------------------------------
- 2 -
SUPPLEMENT TO PARTICIPATION AGREEMENT
AMONG
XXXXX VARIABLE ACCOUNT FUND, INC.
XXXXX DISTRIBUTORS, LLC.
AND
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENT TO PARTICIPATION AGREEMENT entered into as of April 16, 2007, by and
between the "Funds Agent" (Xxxxx Distributors, LLC is the distributor for Xxxxx
Variable Account Fund, Inc., collectively the "Funds") and Allianz Life
Insurance Company of New York (the "Intermediary").
As used in this Supplemental Agreement, the following terms shall have the
following meanings, unless a different meaning is clearly required by the
contexts:
Client-shareholders shall mean those clients of the Intermediary who maintain an
interest in an account with the Funds who receive administrative services from
the Intermediary.
Intermediary shall mean (i) any broker, dealer, bank, or other entity that holds
securities of record issued by the Funds in nominee name; and (ii) in the case
of a participant-directed employee benefit plan that owns securities issued by
the Fund (1) a retirement plan administrator under ERISA or (2) any entity that
maintains the plan's participant records. Funds Agent is the principal
underwriter and distributor for the Funds.
WHEREAS, the Intermediary desires to continue to act on behalf of
Client-shareholders seeking to execute transactions with the Funds;
WHEREAS, the Intermediary is legally authorized to act on behalf of
said Client-shareholders;
WHEREAS, the Funds Agent requires Client-shareholders transaction
information from the Intermediary to comply with Rule 22c-2;
WHEREAS, this Supplemental Agreement shall inure to the benefit of and
shall be binding upon the undersigned and each such entity shall be
either a Fund Agent or Intermediary for purposes of this Supplemental
Agreement (the Fund Agent and the Intermediary shall be collectively
referred to herein as the "Parties" and individually as a "Party");
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, the Fund Agent and
the Intermediary hereby agree as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Fund, upon written request, the taxpayer identification number ("TIN"),
if known, of any or all
PAGE 1 OF 4
Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
the Intermediary during the period covered by the request.
1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 days from the date of the request,
for which transaction information is sought. The Fund may
request transaction information older than 90 days from the
date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value
of the outstanding shares issued by the Fund.
1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on its books and records to
the Fund or its designee promptly, but in any event not later
than 10 business days, after receipt of a request. If the
requested information is not on the Intermediary's books and
records, Intermediary agrees to: (i) provide or arrange to
provide to the Fund the requested information from
shareholders who hold an account with an indirect
intermediary; or (ii) if directed by the Fund, block further
purchases of Fund Shares from such indirect intermediary. In
such instance, Intermediary agrees to inform the Fund whether
it plans to perform (i) or (ii). Responses required by this
paragraph must be communicated in writing and in a format
mutually agreed upon by the parties. To the extent
practicable, the format for any transaction information
provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the same meaning as
in SEC Rule 22c-2 under the Investment Company Act.
1.3 LIMITATION ON USE OF INFORMATION. The Fund and the Fund Agent
agree not to use the information received pursuant to this
Agreement for any purpose other than as necessary to comply
with the provisions of Rule 22c-2 or to fulfill other
regulatory or legal requirements subject to the privacy
provisions of Title V of the Xxxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102) and comparable state laws.
2. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the
Fund as having engaged in transactions of the Fund's Shares (directly
or indirectly through the Intermediary's account) that violate policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by the Fund.
2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN, if
known, and the specific instruction(s) to be executed. If the
TIN is not known, the instructions must include an equivalent
identifying number of the Shareholder(s) or account(s) or
other agreed upon information to which the instruction
relates.
PAGE 2 OF 4
2.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not later
than five business days after receipt of the instructions by
the Intermediary.
2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund that instructions have been
executed. Intermediary agrees to provide confirmation as soon
as reasonably practicable, but not later than ten business
days after the instructions have been executed.
3. DEFINITIONS. For purposes of this paragraph:
3.1 The term "Fund" includes the fund's principal underwriter and
transfer agent. The term does not include any "excepted funds"
as defined in SEC Rule 22c-2(b) under the Investment Company
Act of 1940.
3.2 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by
the Fund under the Investment Company Act of 1940 that are
held by the Intermediary.
3.3 The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract
issued by the Intermediary.
3.4 The term "written" includes electronic writings and
facsimile transmissions.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Supplemental Agreement to be executed in its name and on its
behalf by its duly authorized representative as of the date
specified below.
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
On behalf of its separate account Allianz Life
of NY Variable Account C
("Intermediary") By its authorized
officer,
By: /s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
Date: _____________________
XXXXX VARIABLE ACCOUNT FUND
("Company") By its authorized
officer,
By: /s/Illegible
Title: VP
Date: 4/12/07
PAGE 3 OF 4
XXXXX DISTRIBUTORS, LLC
("Xxxxx Distributors")
By its authorized officer,
By: /s/ Xxxxx Xxxxxxx
Title: Broker Dealer Manager
Date: 4/12/07
PAGE 4 OF 4
DREYFUS SERVICE COPORATION
SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT, dated as of April 16, 2007, is by and between Dreyfus Service
Corporation ("Dreyfus") and the financial intermediary whose name appears on the
signature page of this Agreement ("Intermediary"). Dreyfus is entering into this
Agreement on behalf of one or more of the Funds for which it serves as primary
underwriter (each, a "Fund," and, collectively, the "Funds").
WITNESSETH:
WHEREAS, SEC Rule 22c-2 (the "Rule") under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), requires every mutual fund company or
its principal underwriter to enter into written agreements with financial
intermediaries (as defined by the Rule), obligating each financial intermediary,
to (i) provide the fund company, upon request, with specific shareholder
identification and transaction information, and (ii) execute any instructions
from the fund company to block trading of fund shares by shareholders who have
been identified as engaging in transactions of fund shares that violate the fund
company's market-timing and short-term trading policies;
WHEREAS, Dreyfus is the principal underwriter and distributor for the Funds; and
WHEREAS, Intermediary is either (i) a broker, dealer, bank, or other entity that
holds securities of record issued by a fund in nominee name; (ii) in the case of
a participant-directed employee benefit plan that owns securities issued by a
Fund (1) a retirement plan administrator under ERISA or (2) an entity that
maintains the plan's participant records; or (iii) an insurance company separate
account.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
A. DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings, unless a different meaning is clearly
required by the contexts:
1. The term "Fund" shall mean an open-end management investment company
that is registered or required to register under section 8 of the
Investment Company Act of 1940 and includes (i) an investment adviser
to or administrator for the Funds; (ii) the principal underwriter or
distributor for the Funds; or (iii) the transfer agent for the Funds.
The term not does include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act of 1940 Act.(1)
2. The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund under the
Investment Company Act that are held by the Intermediary.
(1) AS DEFINED IN SEC RULE 22C-2(B), TERM "EXCEPTED FUND" MEANS ANY: (1) MONEY
MARKET FUND; (2) FUND THAT ISSUES SECURITIES THAT ARE LISTED ON A NATIONAL
EXCHANGE; AND (3) FUND THAT AFFIRMATIVELY PERMITS SHORT-TERM TRADING OF ITS
SECURITIES, IF ITS PROSPECTUS CLEARLY AND PROMINENTLY DISCLOSES THAT THE
FUND PERMITS SHORT-TERM TRADING OF ITS SECURITIES AND THAT SUCH TRADING MAY
RESULT IN ADDITIONAL COSTS FOR THE FUND.
3. The term "Shareholder" means the holder of interests in a variable
annuity or variable life insurance contract issued by the Intermediary
("Contract"), or a participant in an employee benefit plan with a
beneficial interest in a contract.
4. The term "Shareholder-Initiated Transfer Purchase" means a transaction
that is initiated or directed by a Shareholder that results in a
transfer of assets within a Contract to a Fund, but does not include
transactions that are executed: (i) automatically pursuant to a
contractual or systematic program or enrollment such as transfer of
assets within a Contract to a Fund as a result of "dollar cost
averaging" programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a
Contract death benefit; (iii) one-time step-up in Contract value
pursuant to a Contract death benefit; (iv) allocation of assets to a
Fund through a Contract as a result of payments such as loan
repayments, scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Contract; or (v)
pre-arranged transfers at the conclusion of a required free look
period.
5. The term "Shareholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Shareholder that
results in a transfer of assets within a Contract out of a Fund, but
does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollments such as
transfers of assets within a Contract out of a Fund as a result of
annuity payouts, loans, systematic withdrawal programs, asset
allocation programs and automatic rebalancing programs; (ii) as a
result of any deduction of charges or fees under a Contract; (iii)
within a Contract out of a Fund as a result of scheduled withdrawals
or surrenders from a Contract; or (iv) as a result of payment of a
death benefit from a Contract.
6. The term "written" includes electronic writings and facsimile
transmissions. equivalent identifying number of the Shareholder(s) or
account(s)
B. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION. Intermediary agrees to
provide the Fund, upon written request, the unique identification number of
the Shareholder(s) and/or accounts(s), if known, of any or all
Shareholder(s) of the account, and the amount, date and transaction type
(purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange of Shares held through an account
maintained by the Intermediary during the period covered by the request.
Unless otherwise specifically requested by the Fund, this section shall be
read to require Intermediary to provide only that information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions.
1. PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed ninety (90) business days from the date of the request,
for which transaction information is sought. The Fund may request
transaction information older than ninety (90) business days from the
date of the request as it deems necessary to investigate compliance
with policies established by the Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding shares issued
by the Fund.
2. FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide the
requested information specified in this Section B promptly, but in any
event not later than ten business days after receipt of a request by
the Fund or its designee. If requested by the Fund or its designee,
Intermediary agrees to use best efforts to determine promptly whether
any specific person about whom it has received the identification and
transaction information specified in this Section B is itself a
financial intermediary
2
("indirect intermediary") and, upon further request of the Fund or its
designee, promptly either (i) provide (or arrange to have provided) the
information set forth in this Section B for those shareholders who hold
an account with an indirect intermediary or (ii) restrict or prohibit
the indirect intermediary from purchasing, in nominee name on behalf of
other persons, securities issued by the Fund. Intermediary additionally
agrees to inform the Fund whether it plans to perform (i) or (ii).
(b) Responses required by this paragraph must be communicated in writing
and in a format mutually agreed upon by the Fund or its designee and
the Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Fund should be consistent with the NSCC Standardized
Data Reporting Format.
C. LIMITATIONS ON THE USE OF INFORMATION. The Fund agrees not to use the
information received pursuant to this Agreement for any purpose other than
as necessary to comply with the provisions of Rule 22c-2 or to fulfill
other regulatory or legal requirements subject to the privacy provisions of
Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable
state laws.
D. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund
as having engaged in transactions of the Fund's Shares (directly or
indirectly through the Intermediary's account) that violate policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by the Fund. Unless
otherwise directed by the Fund, any such restrictions or prohibitions shall
only apply to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions that are effected directly or
indirectly through Intermediary.
1. FORM OF INSTRUCTIONS. Instructions must include the Contract owner's
unique identification number and/or the participant account number
associated with the Shareholder, if known, and the specific
restriction(s) to be executed, including how long the restriction(s)
is(are) to remain in place.
2. TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than ten business days
after receipt of the instructions by the Intermediary.
3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
E. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The parties
have entered into one or more Fund Participation Agreements between or
among them for the purchase and redemption of shares of the Fund(s) by
the Accounts in connection with the Contracts. This Agreement supplements
those Fund Participation Agreements. To the extent the terms of this
Agreement conflict with the terms of a Fund Participation Agreement, the
terms of this Agreement shall control.
3
F. TERMINATION. This Agreement will terminate with respect to a specific
Fund upon the termination of the Fund Participation Agreement relating to
that Fund.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
DREYFUS SERVICE COPORATION
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Executive Vice President
INTERMEDIARY:
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
On behalf of its separate account Allianz Life of NY Variable Account C
(please enter full legal name of Intermediary above)
By: /s/XXXXXXX X. XXXXX
------------------------------------------------------
(signature)
Name: XXXXXXX X. XXXXX
--------------------------------------------------------
(please print)
Title: ASSISTANT SECRETARY
-----------------------------------------------------
Date: 4/10/06
------------------------------------------------------
4
SHAREHOLDER INFORMATION AGREEMENT
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
This Shareholder Information Agreement ("Agreement") is entered into as
of April 16, 2007, and is among Franklin/Xxxxxxxxx Distributors, Inc.
("Distributors") on behalf of each Fund, as defined below, and the Intermediary,
as defined below. Unless otherwise specified, capitalized terms have the meaning
set out under "Definitions," below.
WHEREAS, Intermediary is a "financial intermediary" as that term is
defined in Rule 22c-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, Distributors serves as the principal underwriter to the Funds; and
WHEREAS, Distributors and Intermediary wish to enter into this
Agreement in accordance with Rule 22c-2 under the 1940 Act.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, Distributors and
Intermediary hereby agree as follows:
1. SHAREHOLDER INFORMATION
1.1 AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide
the Fund or its designee, upon written request, the taxpayer identification
number ("TIN"), the Individual/International Taxpayer Identification Number
("ITIN"), or other government-issued identifier ("GII") and the Contract owner
number or participant account number associated with the Shareholder, if known,
of any or all Shareholder(s) of the account, and the amount, date and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an account
maintained by Intermediary during the period covered by the request. Unless
otherwise specifically requested by the Fund or its designee, Intermediary shall
only be required to provide information relating to Shareholder-Initiated
Transfer Purchases or Shareholder-Initiated Transfer Redemptions.
1.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed ninety (90) days from the date of the
request, for which transaction information is sought. The Fund or its
designee may request transaction information older than ninety (90)
days from the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding
shares issued by the Fund.
1
(A) TIMING OF REQUESTS. Requests from the Fund or its
designee for Shareholder information shall be made no
more frequently than quarterly except as the Fund or
its designee deems necessary to investigate compliance
with policies established by the Fund or its designee
for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by the
Fund.
1.1.2 FORM AND TIMING OF RESPONSE.
(a) Intermediary agrees to provide, promptly upon request
of the Fund or its designee, the requested information
specified in Section I.I, above. If requested by the
Fund or its designee, Intermediary agrees to use best
efforts to determine promptly whether any specific
person about whom Intermediary has received the
identification and transaction information specified in
Section I.I above is itself a financial intermediary
("indirect intermediary") and, upon further request of
the Fund or its designee, promptly either: (i) provide
(or arrange to have provided) the information set forth
in Section I.I for those shareholders who hold an
account with an indirect intermediary; or (ii) restrict
or prohibit the indirect intermediary from purchasing,
in nominee name on behalf of other persons, securities
issued by the Fund. Intermediary additionally agrees to
inform the Fund or its designee whether Intermediary
plans to perform (i) or (ii); and
(b) Responses required by this Section I.I must be
communicated in writing and in a format mutually agreed
upon by the Fund or its designee and Intermediary; and
(c) To the extent practicable and agreed by the parties,
the format for any transaction information provided to
the Fund or its designee should be consistent with the
NSCC Standardized Data Reporting Format.
1.1.3 LIMITATIONS ON USE OF INFORMATION. Unless the Intermediary
provides prior written consent, Fund agrees not to use the information received
pursuant to this Agreement for any purpose other than as necessary to comply
with the provisions of Rule 22c-2 or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law I06-I02) and comparable state laws.
2
2. RESTRICTION OF TRADING
2.1 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute
written instructions from the Fund or its designee to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund or its designee as having engaged in transactions of the
Fund's Shares (directly or indirectly through the Intermediary's account) that
violate policies established by the Fund or its designee for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Fund. Unless otherwise directed by the Fund or its designee, any
such restrictions or prohibitions shall only apply to Shareholder-Initiated
Transfer Purchases or Shareholder-Initiated Transfer Redemptions that are
effected directly or indirectly through Intermediary.
2.1.1 FORM OF INSTRUCTIONS. Instructions must include the TIN,
ITIN, or Gil and the specific individual Contract owner number or
participant account number associated with the Shareholder, if known,
and the specific restriction(s) to be executed, including how long the
restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the
specific individual Contract owner number or participant account number
associated with the Shareholder is not known, the instructions must
include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
2.1.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not later than five
business days after Intermediary receives the instructions.
2.1.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund or its designee that instructions
have been executed. Intermediary agrees to provide confirmation as
soon as reasonably practicable, but not later than ten business days
after the instructions have been executed.
2.2 CONSTRUCTION OF THE AGREEMENT; PARTICIPATION AGREEMENTS. The
parties have entered into one or more agreements between or among them governing
the purchase and redemption of shares of the Funds in connection with the
Contracts (collectively, "Participation Agreements"). This Agreement supplements
those Participation Agreements. To the extent the terms of this Agreement
conflict with the terms of a Participation Agreement with regard to the
requirements of Rule 22c-2, the terms of this Agreement shall control.
3. MISCELLANEOUS PROVISIONS
3.1 REQUESTS PRIOR TO OCTOBER 16, 2007. Intermediary shall be able to
promptly respond to requests for Shareholder information by no later than
October I6, 2007. Information requests prior to October I6, 2007, shall be
governed by whatever
3
practices, if any, that Fund and Intermediary have previously utilized to govern
such requests.
3.2 TERMINATION. This Agreement will terminate upon the termination of
the Participation Agreements and redemption of all shares in the Fund held by
the Intermediary.
3.3 INDEMNIFICATION. Distributors agrees to indemnify and hold
Intermediary harmless from any and all liability, claim, loss, demand, damages,
costs and expenses (including reasonable attorneys' fees) arising in connection
with a third party claim or action brought against Intermediary as a result of
any unauthorized disclosure of a shareholder's taxpayer identification number
provided to the Fund or its designee in response to a request for information
pursuant to the terms of this Agreement ("Losses"). Distributors shall not be
liable for Losses unless the Intermediary has provided adequate written notice
to Distributors promptly after the summons or other first legal process. In
addition, Distributors will be entitled to participate in, at its own expense,
or shall be entitled to assume the defense thereof, consistent with the terms of
the Participation Agreement.
3.4 FORCE MAJEURE. The parties to this Agreement are excused from
performance and shall not be liable for any delay in performance or
non-performance, in whole or in part, caused by the occurrence of any event or
contingency beyond the control of the parties including, but not limited to,
work stoppages, fires, civil disobedience, riots, rebellions, natural disasters,
acts of God, and acts of war or terrorism. Each party so affected shall promptly
give written notice to the other parties and shall use its best efforts to
resume performance. Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended for the duration of such force majeure
event.
4. DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
The term "INTERMEDIARY" means: (i) the insurance company separate
accounts listed on Attachment A of this Agreement (which is a part of
this Agreement) as well as those identified in Schedule B of the
Participation Agreement(s) to which Distributors and Intermediary are
parties, as such Participation Agreement(s) may be amended from time to
time; and (ii) the life insurance company depositor of such separate
accounts.
The term "FUND" shall mean each series of Franklin Xxxxxxxxx Variable
Insurance Products Trust in which Intermediary invests and includes:
(i) an administrator for the Fund; (ii) the principal underwriter or
distributor for the
4
Fund; and (iii) the transfer agent for the Fund. The term does not include any
"excepted funds" as defined in Rule 22c-2(b) under the I940 Act.
The term "SHARES" means the interests of Shareholders corresponding to the
redeemable securities of record issued by a Fund under the I940 Act that are
held by Intermediary.
The term "SHAREHOLDER" means the holder of interests in a variable annuity or
variable life insurance contract issued by Intermediary ("Contract"), or a
participant in an employee benefit plan with a beneficial interest in a
Contract.
The term "SHAREHOLDER-INITIATED TRANSFER PURCHASE" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract to a Fund, but does not include transactions that are
executed: (i) automatically pursuant to a contractual or systematic program or
enrollment such as transfer of assets within a Contract to a Fund as a result of
"dollar cost averaging" programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Contract death
benefit; (iii) as part of a one-time step-up in Contract value pursuant to a
Contract death benefit; (iv) as part of an allocation of assets to a Fund
through a Contract as a result of payments such as loan repayments, scheduled
contributions, retirement plan salary reduction contributions, or planned
premium payments to the Contract; or (v) as pre-arranged transfers at the
conclusion of a required free look period.
The term "SHAREHOLDER-INITIATED TRANSFER REDEMPTION" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract out of a Fund, but does not include transactions that are
executed: (i) automatically pursuant to a contractual or systematic program or
enrollments such as transfers of assets within a Contract out of a Fund as a
result of annuity payouts, loans, systematic withdrawal programs, insurance
company approved asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a Contract; (iii)
within a Contract out of a Fund as a result of scheduled withdrawals or
surrenders from a Contract; or (iv) as a result of payment of a death benefit
from a Contract.
The term "WRITTEN" includes electronic writings.
5
IN WITNESS WHEREOF, each party has caused a duly authorized officer or
representative to execute this Agreement.
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
ALLIANZ LIFE INSURANCE COMPANY OF
NEW YORK ON BEHALF OF ITSELF AND
THE SEPARATE ACCOUNTS REFERENCED
IN THIS AGREEMENT AND ITS
ATTACHMENT
By: /s/Xxxxxxx X. Xxxxx
Name: XXXXXXX X. XXXXX
----------------
Title:ASSISTANT SECRETARY
ATTACHMENT A
NAME OF INSURANCE COMPANY:
Allianz Life Insurance Company of New York
NAME OF SEPARATE ACCOUNT(S):
Allianz Life of NY Variable Account C
X. X. XXXXXX SERIES TRUST II
AMENDMENT TO FUND PARTICIPATION AGREEMENT
The insurance company executing this Amendment, Allianz Life Insurance Company
of New York ("Insurance Company"), and X.X. Xxxxxx Series Trust II (the
"Trust"), on behalf of itself and each of its series (each a "Fund",
collectively, the "Funds"), hereby agree to amend the Fund Participation
Agreement dated November 1, 1999, to which they are parties (the "Agreement"),
as of April 16, 2007, by adding the following provisions effective as of October
16, 2007, as mandated by Rule 22c-2 of the Investment Company Act of 1940 (the
"Investment Company Act"). This Amendment supplements the Agreement; to the
extent terms of this Amendment conflict with the terms of the Agreement, the
terms of this Amendment shall control.
ARTICLE XV SHAREHOLDER INFORMATION
15.1 AGREEMENT TO PROVIDE INFORMATION. Insurance Company agrees to
provide the Fund, or its designee, upon written request, the Contract
owner number or participant account number associated with the
Shareholder, if known, of any or all Shareholder(s) of the account, and
the amount, date and transaction type (purchase, redemption, transfer,
or exchange) of every purchase, redemption, transfer, or exchange of
Shares held through an Insurance Company Fund Account maintained by the
Insurance Company during the period covered by the request. Unless
otherwise specifically requested by the Fund, the Intermediary shall
only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions.
15.l.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 90 days from the date of the
request, for which transaction information is sought. A request
may be ongoing and continuous (e.g., for each trading day
throughout the year) or for specified periods of time. The Fund
may request transaction information older than 90 days from the
date of the request as it deems necessary to investigate
compliance with policies established or utilized by the Fund for
the purpose of eliminating or reducing market timing and abusive
trading practices.
15.l.l.a TIMING OF REQUESTS. Fund requests for
Shareholder information shall be made no more frequently
than quarterly except as the Fund deems necessary to
investigate compliance with policies established by the
Fund for the purpose of eliminating or reducing any
market timing and abusive trading practices.
15.1.2 FORM AND TIMING OF RESPONSE. (a) Insurance Company agrees
to provide, promptly upon request of the Fund or its designee,
the requested information specified in 15.1. If requested by the
Fund, or its designee, Insurance Company agrees to use best
efforts to determine promptly whether any specific person about
whom it has received the identification and
transaction information specified in 15.1 is itself a financial
intermediary ("indirect intermediary") and, upon further request
of the Fund, or its designee, promptly either (i) provide (or
arrange to have provided) the information set forth in 15.1 for
those shareholders who hold an account with an indirect
intermediary or (ii) restrict or prohibit the indirect
intermediary from purchasing, in nominee name on behalf of other
persons, securities issued by the Fund. Insurance Company
additionally agrees to inform the Fund whether it plans to
perform (i) or (ii). (b) Responses required by this paragraph
must be communicated in writing and in a format mutually agreed
upon by the Fund or its designee and the Insurance Company; and
(c) To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the
NSCC Standardized Data Reporting Format.
15.1.3 LIMITATIONS ON USE OF INFORMATION. The Fund agrees
not to use the information received pursuant to this
Amendment for any purpose other than as necessary to
comply with the provisions of Rule 22c-2 or to fulfill
other regulatory or legal requirements subject to the
privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx
Act (Public Law 106-102) and comparable state laws.
15.2 AGREEMENT TO RESTRICT TRADING. Insurance Company agrees to execute
written instructions from the Fund to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund as having engaged in transactions of the Fund's
Shares (directly or indirectly through the Insurance Company Fund
Account) that violate policies established by the Fund for the purpose
of eliminating or reducing market timing and abusive trading practices.
Unless otherwise directed by the Fund, any such restrictions or
prohibitions shall only apply to Shareholder-Initiated Transfer
Purchases or Shareholder-Initiated Transfer Redemptions that are
effected directly or indirectly through Insurance Company. Instructions
must be received by us at the following address, or such other address
that Insurance Company may communicate to you in writing from time to
time, including, if applicable, an e-mail and/or facsimile telephone
number:
15.2.l Form of Instructions. Instructions to restrict or prohibit
trading must include the the specific individual Contract owner
number or participant account number associated with the
Shareholder, if known, and the specific restriction(s) to be
executed, including how long the restriction(s) is(are) to remain
in place. If the the specific individual contract owner number or
participant account number associated with the Shareholder is not
known, the instructions must include an equivalent identifying
number of the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
15.2.2 Timing of Response. Insurance Company agrees to execute
instructions as soon as reasonably practicable, but not later
than five business days after receipt of the instructions by the
Intermediary.
15.2.3 Confirmation by Insurance Company. Insurance Company must
provide written confirmation to the Fund that instructions have
been executed. Insurance Company agrees to provide confirmation
as soon as reasonably practicable, but not later than ten
business days after the instructions have been executed.
15.3 DEFINITIONS. For purposes of this Amendment:
15.3.1 The term "Insurance Company Fund Account" means an omnibus
account with the Fund maintained by Insurance Company.
15.3.2 The term "Fund" includes JPMorgan Distribution Services,
Inc., which is the Fund's principal underwriter, the Fund's
transfer agent and the series of the Trust listed in the
Agreement.
15.3.3 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by
the Fund under the Investment Company Act that are held by or
through an Insurance Company Fund Account.
15.3.4 The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract issued by
the Insurance Company ("Contract"), or a participant in an
employee benefit plan with a beneficial interest in a Contract.
15.3.5 The term "Shareholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Shareholder that
results in a transfer of assets within a Contract to a Fund, but
does not include transactions that are executed: (i)
automatically pursuant to a contractual or systematic program or
enrollment such as transfer of assets within a Contract to a Fund
as a result of "dollar cost averaging" programs, insurance
company approved asset allocation programs, or automatic
rebalancing programs; (ii) pursuant to a Contract death benefit;
(iii) one-time step-up in Contract value pursuant to a Contract
death benefit; (iv) allocation of assets to a Fund through a
Contract as a result of payments such as loan repayments,
scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Contract; or
(v) pre-arranged transfers at the conclusion of a required free
look period.
15.3.6 The term "Shareholder-Initiated Transfer Redemption" means
a transaction that is initiated or directed by a Shareholder that
results in a transfer of assets within a Contract out of a Fund,
but does not include transactions that are executed: (i)
automatically pursuant to a contractual or
systematic program or enrollments such as transfers of assets
within a Contract out of a Fund as a result of annuity payouts,
loans, systematic withdrawal programs, insurance company approved
asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of
scheduled withdrawals or surrenders from a Contract; or (iv) as a
result of payment of a death benefit from a Contract.
15.3.7 The term "written" and/or "in writing" includes electronic
writings and facsimile transmissions.
15.3.8 The term "Insurance Company" shall mean a "financial
intermediary" as defined in Rule 22c-2 of the Investment Company
Act.
15.3.9 The term "purchase" does not include the automatic
reinvestment of dividends.
15.3.10 The term "promptly" as used in 15.1.2 shall mean as soon
as practicable but in no event later than 10 business days from
the Insurance Company's receipt of the request for information
from the Fund, or its designee.
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
on behalf of its separate account Allianz
Life of NY Variable Account C
Authorized Signer: /s/Xxxxxxx X. Xxxxx
Name: XXXXXXX X. XXXXX
Title: ASSISTANT SECRETARY
Date: APRIL 6, 2007
X.X. XXXXXX SERIES TRUST II
Authorized Signer:/S/XXXXXX X. XXXXXX
Name: XXXXXX X XXXXXX
Title: ASSISTANT TREASURER
Date: 4/9/07
SHAREHOLDER INFORMATION AGREEMENT
(UNDER RULE 22C-2(A) (2) OF THE INVESTMENT COMPANY ACT OF 1940)
This Agreement is effective as of the 17th DAY of April, 2007, by and between
OppenheimerFunds Services ("OFS"), a division of OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc. ("Distributor") and referred together with
OFS as "Xxxxxxxxxxx", and Allianz Life Insurance Company of New York
("Intermediary") the following affiliate(s),
NONE
-------------------------------------------------------------------------------,
and all future affiliates as parties to the Intermediary Agreement
(the "Agreement").
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund,
upon written request, the taxpayer identification number ("TIN"), if known, of
any or all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the Shareholder(s)
or account (if known), and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Shares held
through an account maintained by the Intermediary during the period covered by
the request.
1.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 90 days from the date of the
request, for which transaction information is sought. The
Fund may request transaction information older than 90 days
from the date of the request as it deems necessary to
investigate compliance with policies established by the Fund
for the purpose of eliminating or reducing any dilution of
the value of the outstanding shares issued by the Fund.
1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on its books and records
to the Fund or its designee promptly, but in any event not
later than I0 business days, after receipt of a request. If
the requested information is not on the Intermediary's books
and records, Intermediary agrees to: (i) provide or arrange
to provide to the fund the requested information from
shareholders who hold an account with an indirect
intermediary; or (ii) if directed by the Fund, block further
purchases of Fund Shares from such indirect intermediary. In
such instance, Intermediary agrees to inform the Fund
whether it plans to perform (i) or (ii). Responses required
by this paragraph must be communicated in writing and in a
format mutually agreed upon by the parties. To the extent
practicable, the format for any transaction information
provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the same meaning
as in SEC Rule 22c-2 under the Investment Company Act.
1.3 LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to
use the information received for marketing or any other
similar purpose without the prior written consent of the
Intermediary.
2. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or indirectly
through the Intermediary's account) that violate policies established by the
Fund for the purpose of eliminating or reducing any dilution of the value of
the outstanding Shares issued by the Fund.
2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN,
if known, and the specific restriction(s) to be executed.
If the TIN is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the
instruction relates.
2.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not
later than five business days after receipt of the
instructions by the Intermediary.
2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund that instructions have
been executed. Intermediary agrees to provide confirmation
as soon as reasonably practicable, but not later than ten
business days after the instructions have been executed.
3. DEFINITIONS. For purposes of this paragraph:
3.1 The term "Fund" includes the fund's principal underwriter
and transfer agent. The term not does include any
"excepted funds" as defined in SEC Rule 22c-2(b) under the
Investment Company Act of I940.*
3.2 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record
issued by the Fund under the Investment Company Act of
I940 that are held by the Intermediary.
3.3 The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract
issued by the Intermediary.
3.4 The term "written" includes electronic writings and
facsimile transmissions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
Allianz Life Insurance Company of New York
On behalf of its separate account Allianz Life of NY Variable Account C
NAME OF INTERMEDIARY
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx D, Xxxxx
Title: Assistant Secretary
Date: April 6, 2007
OPPENHEIMERFUNDS SERVICES (a division of OppenheimerFunds, Inc.)
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Senior Vice President
Date: 4/13/07
OPPENHEIMERFUNDS DISTRIBUTOR, INC. By:
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
President
Date: 4/17/07
* As defined in SEC Rule 22c-2(b), the term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the fund
permits short-term trading of its securities and that such trading may result in
additional costs for the fund.
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT is made as of the Effective Date (as defined below) by and
between Prudential Investment Management Services LLC ("Fund Agent"), as
principal distributor for the JennisonDryden, Strategic Partners and Target
families of mutual funds and the Xxxxxxxx Xxxxxxxxx Growth Equity Fund such
other funds for which it acts as distributor (the "Funds") and Allianz Life
("Intermediary"). WHEREAS, Fund Agent is the distributor and principal
underwriter for the Funds;
WHEREAS, Fund Agent has identified Intermediary as a Financial Intermediary (as
defined below);
WHEREAS, Intermediary facilitates trading for shareholders investing in one or
more of the Funds;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of 1940, as
amended ("Rule 22c-2"), Fund Agent is required to enter into an agreement with
Intermediary on behalf of the Funds under which Intermediary is required to
provide the Funds, upon request, with certain shareholder and account
information and to prohibit transactions that violate each Fund's anti-market
timing policies.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Fund Agent and the Intermediary hereby
agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings:
1.1 The term "Effective Date" means April 16, 2007, or such other
compliance date mandated by Rule 22c-2.
1.2 The term "Fund" includes the fund's principal underwriter and
transfer agent. The term not does include any "excepted funds"
as defined in Rule 22c-2(b) under the Investment Company Act
of 1940(1).
1.3 The term "Financial Intermediary" means (i) any broker,
dealer, bank, or other entity that holds securities of record
issued by the Fund in nominee name; and (ii) in the case of a
participant-directed employee benefit plan that owns
securities issued by the Fund (1) a retirement plan
administrator under ERISA or (2) any entity that maintains the
plan's participant records.
1.4 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by
the Fund by the Intermediary.
1.5 The term "Shareholder" means the beneficial owner of Shares,
whether the
(1) As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the
fund permits short-term trading of its securities and that such trading may
result in additional costs for the fund.
Shares are held directly or by the Intermediary in nominee
name, or, if the Intermediary is a retirement plan
recordkeeper, means the Plan participant notwithstanding that
the Plan may be deemed to be the beneficial owner of Shares.
1.6 The term "written" includes electronic writings and facsimile
transmissions.
2. SHAREHOLDER INFORMATION
2.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide
the Fund, upon written request, the taxpayer identification
number ("TIN"), if known, of any or all Shareholder(s) of the
account and the amount, date, name or other identifier of any
investment professional(s) associated with the Shareholder(s) or
account (if known), and transaction type (purchase, redemption,
transfer, or exchange) of every purchase, redemption, transfer,
or exchange of Shares held through an account maintained by the
Intermediary during the period covered by the request.
2.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period for which transaction information is sought, which
generally will not exceed ninety (90) calendar days of
transaction information. The Fund will not request transaction
information older than from the date of the request unless the
Fund deems it necessary to investigate compliance with policies
established by the Fund for the purpose of eliminating or
reducing any dilution of value of the outstanding shares issued
by the Fund. The Fund may request transaction information older
than twelve (12) months from the date of the request as it deems
necessary to investigate compliance with policies established by
the Fund for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by the Fund.
2.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on its books and records to the
Fund or its designee promptly, but in any event not later than
ten (10) business days, after receipt of a request. If the
requested information is not on the Intermediary's books and
records, Intermediary agrees to use reasonable efforts to: (i)
provide or arrange to provide to the Fund the requested
information from shareholders who hold an account with an
indirect intermediary; or (ii) if directed by the Fund, block
further purchases of Fund Shares from such indirect intermediary.
In such instance, Intermediary agrees to inform the Fund whether
it plans to perform (i) or (ii). Responses required by this
paragraph must be communicated in writing and in a format
mutually agreed upon by the parties. To the extent practicable,
the format for any transaction information provided to the Fund
should be consistent with the NSCC Standardized Data Reporting
Format. For purposes of this provision, an "indirect
intermediary" has the same meaning as in Rule 22c-2 under the
Investment Company Act of 1940.
2.1.3. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use
the information received pursuant to this Agreement for any
purpose other than as necessary to comply with the provisions of
Rule 22c-2 or to fulfill other regulatory or legal requirements
subject to the privacy provisions of Title V of the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state
laws.
2.2 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions
2
from the Fund to restrict or prohibit further purchases or exchanges of
Shares by a Shareholder that has been identified by the Fund as having
engaged in transactions of the Fund's Shares (directly or indirectly
through the Intermediary's account) that violate policies established by
the Fund for the purpose of eliminating or reducing any dilution of the
value of the outstanding Shares issued by the Fund.
2.2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN, if known,
and the specific restriction(s) to be executed. If the TIN is not
known, the instructions must include an equivalent identifying number
of the Shareholder(s) or account(s) or other agreed upon information
to which the instruction relates.
2.2.2 TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five business days
after receipt of the instructions by the Intermediary.
2.2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
3. EFFECT OF THIS AGREEMENT. This Agreement, which is effective as of the
Effective Date, supplements the Dealer Agreement between our firms. In the
event of any conflict between this Agreement and the Dealer Agreement, this
Agreement shall control.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the Effective Date.
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
/S/XXXX X. XXXXXXX
By: Xxxx X. Xxxxxxx
Title: Vice President
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
On behalf of its separate account Allianz Life of NY Variable Account C
/S/ XXXXXXX X. XXXXX
By: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
3
XXX XXXXXX LIFE INVESTMENT TRUST
SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT, dated as of March 16, 2007, is by and between Xxx Xxxxxx Funds
Inc. ("Fund Agent") and the financial intermediary whose name appears on the
signature page of this Agreement ("Intermediary"). Fund Agent is entering into
this Agreement on behalf of Xxx Xxxxxx Life Investment Trust., including any
separate series or portfolios thereof, whether existing at the date of this
Agreement or established subsequent hereto (each, a "Fund," and, collectively,
the "Funds").
WITNESSETH:
WHEREAS, SEC Rule 22c-2 (the "Rule") under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), requires every mutual fund company or
its principal underwriter to enter into written agreements with financial
intermediaries (as defined by the Rule), obligating each financial intermediary,
to (i) provide the fund company, upon request, with specific shareholder
identification and transaction information, and (ii) execute any instructions
from the fund company to block trading of fund shares by shareholders who have
been identified as engaging in transactions of fund shares that violate the fund
company's market-timing and short-term trading policies;
WHEREAS, Fund Agent is the principal underwriter and distributor for the Funds;
and
WHEREAS, Intermediary is either (i) a broker, dealer, bank, or other entity that
holds securities of record issued by a fund in nominee name; (ii) in the case of
a participant-directed employee benefit plan that owns securities issued by a
Fund (1) a retirement plan administrator under ERISA or (2) an entity that
maintains the plan's participant records; or (iii) an insurance company separate
account.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
A. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings, unless a different meaning is clearly required by the
contexts:
1. The term "Fund" shall mean an open-end management investment company that
is registered or required to register under section 8 of the Investment
Company Act of 1940 and includes (i) an investment adviser to or
administrator for the Funds; (ii) the principal underwriter or distributor
for the Funds; or (iii) the transfer agent for the Funds. The term not does
include any "excepted funds" as defined in SEC Rule 22c-2(b) under the
Investment Company Act of 1940 Act.(1)
2. The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment
Company Act that are held by the Intermediary.
(1) As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the
fund permits short-term trading of its securities and that such trading may
result in additional costs for the fund.
3. The term "Shareholder" means the holder of interests in a variable annuity
or variable life insurance contract issued by the Intermediary
("Contract"), or a participant in an employee benefit plan with a
beneficial interest in a contract.
4. The term "Shareholder-Initiated Transfer Purchase" means a transaction that
is initiated or directed by a Shareholder that results in a transfer of
assets within a Contract to a Fund, but does not include transactions that
ARE executed: (i) automatically pursuant to a contractual or systematic
program or enrollment such as transfer of assets within a Contract to a
Fund as a result of "dollar cost averaging" programs, insurance company
approved asset allocation programs, or automatic rebalancing programs; (ii)
pursuant to a Contract death benefit; (iii) one-time step-up in Contract
value pursuant to a Contract death benefit; (iv) allocation of assets to a
Fund through a Contract as a result of payments such as loan repayments,
scheduled contributions, retirement plan salary reduction contributions, or
planned premium payments to the Contract; or (v) pre-arranged transfers at
the conclusion of a required free look period.
5. The term "Shareholder-Initiated Transfer Redemption" means a transaction
that is initiated or directed by a Shareholder that results in a transfer
of assets within a Contract out of a Fund, but does not include
transactions that are executed: (i) automatically pursuant to a contractual
or systematic program or enrollments such as transfers of assets within a
Contract out of a Fund as a result of annuity payouts, loans, systematic
withdrawal programs, asset allocation programs and automatic rebalancing
programs; (ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of scheduled
withdrawals or surrenders from a Contract; or (iv) as a result of payment
of a death benefit from a Contract.
6. The term "written" includes electronic writings and facsimile
transmissions.
B. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION. Intermediary agrees to
provide the Fund, upon written request, the taxpayer identification
number ("TIN"), the Individual/International Taxpayer Identification
Number ("ITIN")*, or other government-issued identifier ("GII") and the
Contract owner number or participant account number associated with the
Shareholder, if known, of any or all Shareholder(s) of the account, and
the amount, date and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Shares
held through an account maintained by the Intermediary during the period
covered by the request. Unless otherwise specifically requested by the
Fund, this section shall be read to require Intermediary to provide only
that information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
1. PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed ninety (90) business days from the date of the request,
for which transaction information is sought. The Fund may request
transaction information older than ninety (90) business days from the
date of the request as it deems necessary to investigate compliance
with policies established by the Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding shares
issued by the Fund.
* According to the IRS' website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with
the number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The
IRS issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain,
a Social Security Number (SSN) from the Social Security Administration
(SSA). SEC Rule 22c-2 inadvertently refers to the ITIN as the International
Taxpayer Identification Number.
2
2. TIMING OF REQUESTS. Fund requests for Shareholder information shall be made
no more frequently than quarterly except as the Fund deems necessary to
investigate compliance with policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value of the
outstanding shares issued by the Fund.
3. FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide, promptly
upon request of the Fund or its designee, the requested information
specified in this Section B. If requested by the Fund or its designee,
Intermediary agrees to use best efforts to determine promptly whether any
specific person about whom it has received the identification and
transaction information specified in this Section B is itself a financial
intermediary ("indirect intermediary") and, upon further request of the
Fund or its designee, promptly either (i) provide (or arrange to have
provided) the information set forth in this Section B for those
shareholders who hold an account with an indirect intermediary or (ii)
restrict or prohibit the indirect intermediary from purchasing, in nominee
name on behalf of other persons, securities issued by the Fund.
Intermediary additionally agrees to inform the Fund whether it plans to
perform (i) or (ii).
(b) Responses required by this paragraph must be communicated in writing
and in a format mutually agreed upon by the Fund or its designee and
the Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Fund should be consistent with the NSCC Standardized
Data Reporting Format.
C. LIMITATIONS ON THE USE OF INFORMATION. The. Fund agrees not to use the
information received pursuant to this Agreement for any purpose other than
as necessary to comply with the provisions of Rule 22c-2 or to fulfill
other regulatory or legal requirements subject to the privacy provisions of
Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable
state laws.
D. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund
as having engaged in transactions of the Fund's Shares (directly or
indirectly through the Intermediary's account) that violate policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares. issued by the Fund. Unless
otherwise directed by the Fund, any such restrictions or prohibitions shall
only apply to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions that are effected directly or
indirectly through Intermediary.
1. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN, or GII
and the specific individual Contract owner number or participant
account number associated with the Shareholder, if known, and the
specific restriction(s) to be executed, including how long the
restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or
the specific individual Contract owner number or participant account
number associated with the Shareholder is not known, the instructions
must include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
2. TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than ten business days
after receipt of the instructions by the Intermediary.
3
3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
E. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The
parties have entered into one or more Fund Participation Agreements
between or among them for the purchase and redemption of shares of the
Fund(s) by the Accounts in connection with the Contracts. This Agreement
supplements those Fund Participation Agreements. To the extent the terms
of this Agreement conflict with the terms of a Fund Participation
Agreement, the terms of this Agreement shall control.
F. TERMINATION This Agreement will terminate with respect to a specific
Fund upon the termination of the Fund Participation Agreement relating
to that Fund.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
XXX XXXXXX FUNDS INC.
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
INTERMEDIARY:
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
On behalf of separate account Allianz Life of NY Variable Account C
(please enter full legal name of Intermediary above)
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
(please print)
Title: Assistant Secretary
Date: April 6, 2001
4
FORM OF BLACKROCK MODEL VARIABLE ANNUITY RULE 22C-2 AGREEMENT
SHAREHOLDER INFORMATION AGREEMENT entered into by and between BlackRock
Distributors, Inc. and its successors, assigns and designees ("BDI") and the
Intermediary with an effective date of April 16, 2007.
Prior to the effective date of this Shareholder Information Agreement, BDI, the
Fund and the Intermediary agree that any request made to the Intermediary by BDI
or the Fund for shareholder transaction information, and the Intermediary's
response to such request, shall be governed by whatever practices the Fund and
the Intermediary had utilized in the absence of a formal agreement, if any, to
govern such requests.
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the contexts:
The term "Intermediary" shall mean Allianz Life Variable Account B and Allianz
Life of NY Variable Account C, which are (i) a broker, dealer, bank, or other
entity that holds securities of record issued by the Fund in nominee name; (ii)
in the case of a participant directed employee benefit plan that owns securities
issued by the Fund (1) a retirement plan administrator under ERISA or (2) any
entity that maintains the plan's participant records; or (iii) insurance company
separate accounts.
The term "Fund" shall mean any open-ended management investment company that is
registered or required to register under Section 8 of the Investment Company Act
of 1940 and for which BDI acts as distributor, and includes (i) an investment
adviser to or administrator for the Fund; and (ii) the transfer agent for the
Fund. The term not does include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act of 1940.(1)
The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment Company
Act of 1940 that are held by the Intermediary.
The term "Shareholder" means the holder of interests in a variable annuity or
variable life insurance contract issued by the Intermediary ("Contract"), or a
participant in an employee benefit plan with a beneficial interest in a
contract.
The term "Shareholder-Initiated Transfer Purchase" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract to a Fund, but does not include the following: (i)
transactions that are executed automatically pursuant to a contractual or
systematic program or enrollment such as transfer of assets within a Contract to
a Fund as a result of "dollar cost averaging" programs, insurance company
approved asset allocation programs, or automatic rebalancing programs; (ii)
transactions that are executed pursuant to a Contract death benefit; (iii)
one-time step-up in Contract value pursuant to a Contract death benefit; (iv)
allocation of assets to a Fund through a Contract as a result of payments such
as loan repayments, scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Contract; or (v) prearranged
transfers at the conclusion of a required free look period.
-------------------------------------------
(1) As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses that the
fund permits short-term trading of its securities and that such trading may
result in additional costs for the fund.
1
The term "Shareholder-Initiated Transfer Redemption" means a transaction that is
initiated or directed by a Shareholder that results in a transfer of assets
within a Contract out of a Fund, but does not include transactions that are
executed: (i) automatically pursuant to a contractual or systematic program or
enrollments such as transfers of assets within a Contract out of a Fund as a
result of annuity payouts, loans, systematic withdrawal programs, insurance
company approved asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a Contract; (iii)
within a Contract out of a Fund as a result of scheduled withdrawals or
surrenders from a Contract; or (iv) as a result of payment of a death benefit
from a Contract.
BDI and the Intermediary hereby agree as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund or
its designee, upon written request of BDI or the Fund, the taxpayer
identification number ("TIN"), the Individual/International Taxpayer
Identification Number ("ITIN"), or other government issued identifier ("GII")
and the Contract owner number or participant account number associated with the
Shareholder, if known, of any or all Shareholder(s) of the account, and the
amount, date, name or other identifier of any investment professional(s)
associated with the Shareholder(s) or the account (if known) and transaction
type (purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange of Shares held through an account maintained
by the Intermediary during the period covered by the request. Unless otherwise
specifically requested by the Fund, the Intermediary shall only be required to
provide information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
2. PERIOD COVERED BY REQUEST. Requests must set forth a specific period, which
generally will not exceed 90 days from the date of the request, for which
transaction information is sought. BDI and/or the Fund may request transaction
information older than 90 days from the date of the request as they deem
necessary to investigate compliance with policies (including, but not limited
to, polices of the Fund regarding market-timing and the frequent purchasing and
redeeming or exchanges of Fund shares or any other inappropriate trading
activity) established or utilized by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by the Fund.
3. FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide, promptly,
but in any event not later than ten (10) business days after receipt of a
request from the Fund, BDI or their designee, the requested information
specified in Section 1. If requested by the Fund, BDI or their designee,
Intermediary agrees to use best efforts to determine promptly, but in any event
not later than ten (10) business days after receipt of a request, whether any
specific person about whom it has received the identification and transaction
information specified in Section 1 is itself a financial intermediary (as
defined in Rule 22c-2) ("indirect intermediary") and, upon further request of
the Fund, BDI or their designee, promptly, but in any event not later than five
(5) business days after receipt of a request, either (i) provide (or arrange to
have provided) the information set forth in Section 1 for those Shareholders who
hold an account with an indirect intermediary or (ii) restrict or prohibit the
indirect intermediary from purchasing, in nominee name on behalf of other
persons, securities issued by the Fund. Intermediary additionally agrees to
inform the Fund whether it plans to perform (i) or (ii).
(b) Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the Fund, BDI or their designee and the
Intermediary; and
2
(c) To the extent practicable, the format for any transaction information
provided to the Fund, BDI or their designee should be consistent with the NSCC
Standardized Data Reporting Format.
4. LIMITATIONS ON USE OF INFORMATION. BDI and the Fund agree not to use the
information received pursuant to this Agreement for any purpose other than as
necessary to comply with the provisions of Rule 22c-2 or to fulfill other
regulatory requests or legal requirements subject to the privacy provisions of
Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state
laws.
5. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from BDI or the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by BDI or the
Fund, in their sole discretion, as having engaged in transactions of the Fund's
Shares (directly or indirectly through the Intermediary's account) that violate
policies ( including, but not limited to, policies of the Fund regarding
market-timing and the frequent purchasing and redeeming or exchanging of Fund
Shares or any other inappropriate trading activity) established or utilized by
the Fund for the purpose of eliminating or reducing, or that would result in any
dilution of the value of the outstanding Shares issued by the Fund. Unless
otherwise directed by the Fund, any such restrictions or prohibitions shall only
apply to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions that are effected directly or indirectly through
Intermediary. Instructions must be received by Intermediary at the following
address, or such other address that Intermediary may communicate to BDI or the
Fund in writing from time to time, including, if applicable, an e-mail and/or
facsimile telephone number:
Xxx Xxxxx
Allianz Life Insurance Company of North America
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
763.765.6106
XXX.XXXXX@XXXXXXXXXXX.XXX
With a copy to:
Xxxxxxx X. Xxxxx, Chief Compliance Officer
Allianz Life Insurance Company of North America
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
XXXXX.XXXXX@XXXXXXXXXXX.XXX
6. FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading must
include the TIN, ITIN, or GII and the specific individual Contract owner number
or participant account number associated with the Shareholder, if known, and the
specific restriction(s) to be executed, including how long the restriction(s)
is(are) to remain in place. If the TIN, ITIN, GII or the specific individual
Contract owner number or participant account number associated with the
Shareholder is not known, the instructions must include an equivalent
identifying number of the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
7. TIMING OF RESPONSE. Intermediary agrees to execute instructions to restrict
or prohibit trading as soon as reasonably practicable, but not later than five
(5) business days after receipt of the instructions by the Intermediary.
8. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written confirmation
to BDI and the Fund that instructions to restrict or prohibit trading have been
executed. Intermediary agrees to
3
provide confirmation as soon as reasonably practicable, but not later than ten
(10) business days after the instructions have been executed.
9. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The parties
have entered into one or more fund participation agreements between or among
them for the purchase and redemption of shares of the Fund by accounts in
connection with the Contracts. This Agreement supplements those fund
participation agreements. To the extent the terms of this Agreement conflict
with the terms of a fund participation agreement, the terms of this Agreement
shall control.
10. TERMINATION. This Agreement will terminate upon the termination of the fund
participation agreements.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date written below.
BlackRock Distributors, Inc.
___________________________
By: Xxxxx XxXxxxxxx
Title: Vice President
Date:
______________________________
[Intermediary]
______________________________
By:
Title:
Date:
4
