FUND PARTICIPATION AGREEMENT

                       THE PRUDENTIAL SERIES FUND, INC.


                                TABLE OF CONTENTS


ARTICLE I.               Sale of Fund Shares...............................4

ARTICLE II.              Representations and Warranties....................8

ARTICLE III.             Prospectuses and Proxy Statements; Voting........11

ARTICLE IV.              Sales Material and Information...................13

ARTICLE V.               Fees and Expenses................................15

ARTICLE VI.              Diversification and Qualification................16

ARTICLE VII.             Potential Conflicts and Compliance With
                         Mixed and Shared Funding Exemptive Order ........19

ARTICLE VIII.            Indemnification .................................21

ARTICLE IX.              Applicable Law...................................31

ARTICLE X.               Termination......................................31

ARTICLE XI.              Notices..........................................34

ARTICLE XII.             Miscellaneous....................................35

SCHEDULE A               Contracts........................................39

SCHEDULE B               Designated Portfolios............................40

SCHEDULE C               Expenses.........................................41



                             PARTICIPATION AGREEMENT

                                      Among

                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA,

                        THE PRUDENTIAL SERIES FUND, INC.,

                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,

                                       and

                  PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC



         THIS  AGREEMENT,   made  and  entered  into  as  of  this  15th day of
December, 2000 by and among ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
(hereinafter  "Allianz"),  a Minnesota life insurance company, on its own behalf
and on behalf of its SEPARATE ACCOUNTS (the  "Accounts");  THE PRUDENTIAL SERIES
FUND, INC., an open-end  management  investment company organized under the laws
of Maryland  (hereinafter  the  "Fund");  THE  PRUDENTIAL  INSURANCE  COMPANY OF
AMERICA (hereinafter the "Adviser"),  a New Jersey mutual insurance company; and
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a
Delaware limited liability company.

         WHEREAS,  the  Fund  engages  in  business  as an  open-end  management
investment  company  and is  available  to act as  the  investment  vehicle  for
separate  accounts  established  for variable  life  insurance  policies  and/or
variable annuity contracts (collectively,  the "Variable Insurance Products") to
be offered by insurance  companies,  including Allianz,  which have entered into
participation  agreements similar to this Agreement (hereinafter  "Participating
Insurance Companies"); and

         WHEREAS,  the  beneficial  interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities and other assets; and

         WHEREAS,  the  Fund has  obtained  an order  from  the  Securities  and
Exchange  Commission  (hereinafter  the  "SEC"),  dated  March 5, 1999 (File No.
IC-23728),  granting Participating  Insurance Companies and variable annuity and
variable life  insurance  separate  accounts  exemptions  from the provisions of
sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as
amended,  (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and  6e-3(T)(b)(15)
thereunder,  to the extent  necessary to permit shares of the Fund to be sold to
and held by variable  annuity and variable life insurance  separate  accounts of
life insurance  companies that may or may not be affiliated with one another and
qualified  pension and retirement  plans  ("Qualified  Plans")  (hereinafter the
"Mixed and Shared Funding Exemptive Order"); and

         WHEREAS,  the Fund is registered as an open-end  management  investment
company under the 1940 Act and shares of the  Portfolio(s)  are registered under
the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and

         WHEREAS,  the Adviser is duly registered as an investment adviser under
the  Investment  Advisers  Act of 1940,  as amended,  and any  applicable  state
securities laws; and

         WHEREAS,  the Distributor is duly  registered as a broker-dealer  under
the  Securities  Exchange  Act of 1934,  as  amended,  (the "1934 Act") and is a
member in good standing of the National Association of Securities Dealers,  Inc.
(the "NASD"); and

         WHEREAS,  Allianz has registered  certain  variable  annuity  contracts
supported  wholly or partially by the Account (the  "Contracts")  under the 1933
Act and said Contracts are listed in Schedule A attached hereto and incorporated
herein by reference, as such Schedule may be amended from time to time by mutual
written agreement; and

         WHEREAS,  the Account is a duly organized,  validly existing segregated
asset account, established by resolution of the Board of Directors of Allianz on
May 31, 1985,  under the insurance laws of the State of Minnesota,  to set aside
and invest assets attributable to the Contracts; and

         WHEREAS,  Allianz has registered the Account as a unit investment trust
under the 1940 Act and has registered the securities  deemed to be issued by the
Account under the 1933 Act; and

         WHEREAS,  to the extent  permitted  by  applicable  insurance  laws and
regulations,  Allianz intends to purchase shares in the  Portfolio(s)  listed in
Schedule  B  attached  hereto  and  incorporated  herein by  reference,  as such
Schedule  may be  amended  from time to time by mutual  written  agreement  (the
"Designated Portfolio(s)"),  on behalf of the Account to fund the Contracts, and
the Fund is authorized to sell such shares to unit investment trusts such as the
Account at net asset value; and

         WHEREAS,  to the extent  permitted  by  applicable  insurance  laws and
regulations,  the  Account  also  intends to purchase  shares in other  open-end
investment  companies  or  series  thereof  not  affiliated  with the Fund  (the
"Unaffiliated Funds") on behalf of the Account to fund the Contracts;

         NOW, THEREFORE, in consideration of their mutual promises, Allianz, the
Fund, the Distributor and the Adviser agree as follows:

ARTICLE I.                 Sale of Fund Shares.
                           -------------------

         1.1. The Fund agrees to sell to Allianz those shares of the  Designated
Portfolio(s)  which the Account  orders,  executing such orders on each Business
Day at the net  asset  value  next  computed  after  receipt  by the Fund or its
designee of the order for the shares of the Designated Portfolios.  For purposes
of this  Section 1.1,  Allianz  shall be the designee of the Fund for receipt of
such orders and receipt by such designee shall  constitute  receipt by the Fund,
provided  that the Fund receives  notice of any such order by 9:00 a.m.  Eastern
time on the next  following  Business Day.  "Business Day" shall mean any day on
which  the New  York  Stock  Exchange  is open  for  trading  and on  which  the
Designated Portfolio calculates its net asset value pursuant to the rules of the
SEC.

         1.2.  The Fund  agrees to make  shares of the  Designated  Portfolio(s)
available  for purchase at the  applicable  net asset value per share by Allianz
and the  Account  on those  days on which  the Fund  calculates  its  Designated
Portfolio(s)'  net asset value  pursuant to rules of the SEC, and the Fund shall
calculate  such net asset value on each day which the New York Stock Exchange is
open for trading.  Notwithstanding the foregoing,  the Board of Directors of the
Fund  (hereinafter  the  "Board")  may refuse to sell  shares of any  Designated
Portfolio to any person,  or suspend or terminate  the offering of shares of any
Designated  Portfolio  if  such  action  is  required  by law  or by  regulatory
authorities  having  jurisdiction  or is,  in the sole  discretion  of the Board
acting in good faith and in light of its fiduciary  duties under federal and any
applicable  state laws,  necessary in the best interests of the  shareholders of
such Designated Portfolio.

         1.3. The Fund will not sell shares of the  Designated  Portfolio(s)  to
any other  Participating  Insurance Company separate account unless an agreement
containing  provisions  the  substance  of which  are the same as  Sections  2.1
(except with respect to Minnesota  law),  3.5, 3.6, 3.7, and Article VII of this
Agreement is in effect to govern such sales.

         1.4. The Fund agrees to redeem for cash, on Allianz's request, any full
or  fractional  shares of the Fund held by Allianz,  executing  such requests on
each Business Day at the net asset value next computed after receipt by the Fund
or  its  designee  of  the  request  for  redemption.  Requests  for  redemption
identified by Allianz,  or its agent,  as being in connection  with  surrenders,
annuitizations,  transfers or death  benefits  under the  Contracts,  upon prior
written notice,  may be executed within seven (7) calendar days after receipt by
the Fund or its designee of the requests for redemption. This Section 1.4 may be
amended, in writing, by the parties consistent with the requirements of the 1940
Act and interpretations thereof. For purposes of this Section 1.4, Allianz shall
be the designee of the Fund for receipt of requests for  redemption  and receipt
by such designee shall  constitute  receipt by the Fund,  provided that the Fund
receives notice of any such request for redemption by 9:00 a.m.  Eastern time on
the next following Business Day.

         1.5. The Parties hereto  acknowledge that the arrangement  contemplated
by this  Agreement  is not  exclusive;  the  Fund's  shares may be sold to other
Participating Insurance Companies (subject to Section 1.3) and the cash value of
the Contracts may be invested in other investment companies.

         1.6. Allianz shall pay for Fund shares by 3:00 p.m. Eastern time on the
next  Business Day after an order to purchase  Fund shares is made in accordance
with the  provisions  of Section 1.1 hereof.  Payment  shall be in federal funds
transmitted  by wire and/or by a credit for any shares  redeemed the same day as
the purchase.

         1.7. The Fund shall pay and transmit  the  proceeds of  redemptions  of
Fund  shares  by 11:00  a.m.  Eastern  Time on the  next  Business  Day  after a
redemption  order is received in  accordance  with  Section 1.4 hereof.  Payment
shall be in federal  funds  transmitted  by wire  and/or a credit for any shares
purchased the same day as the redemption.

         1.8.  Issuance and transfer of the Fund's  shares will be by book entry
only. Stock  certificates  will not be issued to Allianz or the Account.  Shares
purchased from the Fund will be recorded in an appropriate title for the Account
or the appropriate sub-account of the Account.

         1.9.  The Fund shall  furnish  same day  notice (by wire or  telephone,
followed by written confirmation) to Allianz of any income, dividends or capital
gain  distributions  payable on the  Designated  Portfolio(s)'  shares.  Allianz
hereby   elects  to  receive  all  such  income   dividends   and  capital  gain
distributions  as are payable on the Designated  Portfolio  shares in additional
shares of that Designated  Portfolio.  Allianz reserves the right to revoke this
election and to receive all such income dividends and capital gain distributions
in cash. The Fund shall notify Allianz by the end of the next following Business
Day of the  number  of  shares  so  issued  as  payment  of such  dividends  and
distributions.

         1.10.  The Fund  shall  make the net  asset  value  per  share for each
Designated  Portfolio  available  to  Allianz  on each  Business  Day as soon as
reasonably practical after the net asset value per share is calculated and shall
use its best  efforts to make such net asset value per share  available  by 6:00
p.m.  Eastern time. In the event of an error in the  computation of a Designated
Portfolio's  net asset value per share  ("NAV") or any  dividend or capital gain
distribution  (each,  a  "pricing  error"),   the  Adviser  or  the  Fund  shall
immediately  notify  Allianz as soon as possible  after  discovery of the error.
Such notification may be verbal,  but shall be confirmed  promptly in writing in
accordance with Article XI of this Agreement. A pricing error shall be corrected
as  follows:  (a) if the  pricing  error  results in a  difference  between  the
erroneous  NAV and the  correct  NAV of  less  than  $0.01  per  share,  then no
corrective  action  need  be  taken;  (b)  if the  pricing  error  results  in a
difference  between  the  erroneous  NAV and the correct NAV equal to or greater
than $0.01 per share, but less than 1/2 of 1% of the Designated  Portfolio's NAV
at the time of the  error,  then the  Adviser  shall  reimburse  the  Designated
Portfolio for any loss, after taking into  consideration  any positive effect of
such error; however, no adjustments to Contractowner  accounts need be made; and
(c) if the pricing error  results in a difference  between the erroneous NAV and
the correct NAV equal to or greater than 1/2 of 1% of the Designated Portfolio's
NAV at the time of the error,  then the Adviser shall  reimburse the  Designated
Portfolio for any loss (without taking into consideration any positive effect of
such error) and shall  reimburse  Allianz for the costs of  adjustments  made to
correct Contractowner  accounts in accordance with the provisions of Schedule C.
If an  adjustment  is  necessary  to correct a material  error  which has caused
Contractowners  to receive less than the amount to which they are entitled,  the
number of shares of the applicable  sub-account of such  Contractowners  will be
adjusted and the amount of any underpayments shall be credited by the Adviser to
Allianz for crediting of such amounts to the applicable Contractowners accounts.
Upon  notification  by the Adviser of any  overpayment  due to a material error,
Allianz shall promptly remit to Adviser any  overpayment  that has not been paid
to Contractowners. In no event shall Allianz be liable to Contractowners for any
such adjustments or underpayment  amounts. A pricing error within categories (b)
or (c) above  shall be deemed  to be  "materially  incorrect"  or  constitute  a
"material error" for purposes of this Agreement.
         The  standards set forth in this Section 1.10 are based on the Parties'
understanding  of the views  expressed by the staff of the SEC as of the date of
this  Agreement.  In the event the views of the SEC staff are later  modified or
superseded  by SEC or  judicial  interpretation,  the  parties  shall  amend the
foregoing   provisions  of  this  Agreement  to  comport  with  the  appropriate
applicable standards, on terms mutually satisfactory to all Parties.

ARTICLE II.       Representations and Warranties

         2.1.  Allianz  represents  and  warrants  that  the  Contracts  and the
securities deemed to be issued by the Account under the Contracts are or will be
registered  under the 1933 Act;  that the  Contracts  will be issued and sold in
compliance in all material  respects with all applicable  federal and state laws
and that the sale of the  Contracts  shall comply in all material  respects with
state  insurance  suitability  requirements.   Allianz  further  represents  and
warrants  that it is an insurance  company duly  organized  and in good standing
under applicable law and that it has legally and validly established the Account
prior to any  issuance or sale of units  thereof as a segregated  asset  account
under Minnesota law, and has registered the Account as a unit  investment  trust
in  accordance  with the  provisions  of the  1940 Act to serve as a  segregated
investment account for the Contracts and that it will maintain such registration
for so long as any Contracts are outstanding as required by applicable law.

         2.2. The Fund  represents  and warrants  that  Designated  Portfolio(s)
shares sold pursuant to this Agreement  shall be registered  under the 1933 Act,
duly authorized for issuance and sold in compliance with all applicable  federal
securities laws including without limitation the 1933 Act, the 1934 Act, and the
1940 Act and that the Fund is and shall  remain  registered  under the 1940 Act.
The Fund shall amend the  registration  statement  for its shares under the 1933
Act and the 1940 Act  from  time to time as  required  in  order to  effect  the
continuous offering of its shares.

         2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-1
under the 1940 Act and to  impose  an  asset-based  or other  charge to  finance
distribution  expenses as permitted by  applicable  law and  regulation.  In any
event,  the Fund and Adviser agree to comply with applicable  provisions and SEC
staff  interpretations of the 1940 Act to assure that the investment advisory or
management  fees  paid to the  Adviser  by the Fund are in  accordance  with the
requirements  of the 1940 Act.  To the extent  that the Fund  decides to finance
distribution  expenses  pursuant to Rule 12b-1,  the Fund undertakes to have its
Board, a majority of whom are not interested persons of the Fund,  formulate and
approve  any  plan  pursuant  to  Rule  12b-1  under  the  1940  Act to  finance
distribution expenses.

         2.4. The Fund represents and warrants that it will make every effort to
ensure that Designated  Portfolio(s)  shares will be sold in compliance with the
insurance laws of the State of Minnesota and all applicable  state insurance and
securities  laws.  The Fund shall  register  and  qualify the shares for sale in
accordance  with the laws of the various states if and to the extent required by
applicable  law.  Allianz and the Fund will endeavor to mutually  cooperate with
respect to the implementation of any modifications necessitated by any change in
state  insurance  laws,  regulations  or  interpretations  of the foregoing that
affect the  Designated  Portfolio(s)  (a "Law  Change"),  and to keep each other
informed of any Law Change that becomes known to either party. In the event of a
Law Change, the Fund agrees that, except in those  circumstances  where the Fund
has  advised   Allianz  that  its  Board  of  Directors  has   determined   that
implementation  of a particular Law Change is not in the best interest of all of
the Fund's shareholders with an explanation regarding why such action is lawful,
any action required by a Law Change will be taken.

         2.5. The Fund represents and warrants that it is lawfully organized and
validly  existing  under the laws of the State of Maryland  and that it does and
will comply in all material respects with the 1940 Act.

         2.6. The Adviser  represents  and warrants  that it is and shall remain
duly registered under all applicable  federal and state securities laws and that
it shall  perform its  obligations  for the Fund in  compliance  in all material
respects with any applicable state and federal securities laws.

         2.7.  The  Distributor  represents  and  warrants  that it is and shall
remain duly registered  under all applicable  federal and state  securities laws
and that it shall  perform its  obligations  for the Fund in  compliance  in all
material  respects with the laws of any applicable state and federal  securities
laws.

         2.8. The Fund and the Adviser  represent  and warrant that all of their
respective officers,  employees,  investment advisers,  and other individuals or
entities  dealing  with the money and/or  securities  of the Fund are, and shall
continue to be at all times,  covered by one or more blanket  fidelity  bonds or
similar  coverage  for the  benefit  of the Fund in an amount  not less than the
minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions
as may be  promulgated  from time to time.  The  aforesaid  bonds shall  include
coverage for larceny and embezzlement and shall be issued by a reputable bonding
company.

         2.9.  The Fund will provide  Allianz with as much advance  notice as is
reasonably   practicable  of  any  material  change   affecting  the  Designated
Portfolio(s)  (including,  but  not  limited  to,  any  material  change  in the
registration statement or prospectus affecting the Designated  Portfolio(s)) and
any proxy  solicitation  affecting the Designated  Portfolio(s) and consult with
Allianz in order to implement any such change in an orderly manner,  recognizing
the expenses of changes and attempting to minimize such expenses by implementing
them in  conjunction  with  regular  annual  updates of the  prospectus  for the
Contracts. The Fund agrees to share equitably in expenses incurred by Allianz as
a result  of  actions  taken by the  Fund,  consistent  with the  allocation  of
expenses  contained  in Schedule C attached  hereto and  incorporated  herein by
reference.

         2.10.  Allianz  represents  and  warrants,   for  purposes  other  than
diversification  under  Section  817 of the  Internal  Revenue  Code  of 1986 as
amended  ("the  Code"),  that the  Contracts  are  currently  and at the time of
issuance will be treated as annuity contracts under applicable provisions of the
Code,  and that it will make every effort to maintain such treatment and that it
will notify the Fund, the Distributor and the Adviser  immediately upon having a
reasonable  basis for believing  that the Contracts have ceased to be so treated
or that  they  might not be so  treated  in the  future.  In  addition,  Allianz
represents  and warrants  that the Account is a "segregated  asset  account" and
that interests in the Account are offered exclusively through the purchase of or
transfer  into a  "variable  contract"  within the  meaning of such terms  under
Section 817 of the Code and the regulations  thereunder.  Allianz will use every
effort to continue to meet such  definitional  requirements,  and it will notify
the Fund, the Distributor and the Adviser  immediately  upon having a reasonable
basis for believing  that such  requirements  have ceased to be met or that they
might not be met in the future. Allianz represents and warrants that it will not
purchase Fund shares with assets  derived from  tax-qualified  retirement  plans
except, indirectly, through Contracts purchased in connection with such plans.

ARTICLE III.      Prospectuses and Proxy Statements; Voting.
                  -----------------------------------------

         3.1.  At least  annually,  the  Adviser or  Distributor  shall  provide
Allianz with as many copies of the Fund's current  prospectus for the Designated
Portfolio(s) as Allianz may reasonably request for marketing purposes (including
distribution to  Contractowners  with respect to new sales of a Contract),  with
expenses to be borne in  accordance  with  Schedule C hereof.  If  requested  by
Allianz in lieu  thereof,  the Adviser,  Distributor  or Fund shall provide such
documentation  (including  a  camera-ready  copy and  computer  diskette  of the
current  prospectus for the Designated  Portfolio(s)) and other assistance as is
reasonably  necessary in order for Allianz once each year (or more frequently if
the  prospectuses  for the  Designated  Portfolio(s)  are  amended)  to have the
prospectus  for the  Contracts  and the  Fund's  prospectus  for the  Designated
Portfolio(s)  printed together in one document.  The Fund and Adviser agree that
the  prospectus  (and   semi-annual  and  annual  reports)  for  the  Designated
Portfolio(s) will describe only the Designated Portfolio(s) and will not name or
describe any other  portfolios or series that may be in the Fund unless required
by law.

         3.2. If applicable  state or federal laws or  regulations  require that
the Statement of Additional  Information  ("SAI") for the Fund be distributed to
all Contractowners,  then the Fund, Distributor and/or the Adviser shall provide
Allianz  with  copies  of  the  Fund's  SAI or  documentation  thereof  for  the
Designated  Portfolio(s)  in such  quantities,  with  expenses  to be  borne  in
accordance with Schedule C hereof,  as Allianz may reasonably  require to permit
timely distribution thereof to Contractowners.  The Adviser,  Distributor and/or
the Fund shall also provide SAIs to any  Contractowner or prospective  owner who
requests such SAI from the Fund (although it is  anticipated  that such requests
will be made to Allianz).

         3.3. The Fund,  Distributor  and/or Adviser shall provide  Allianz with
copies  of  the  Fund's  proxy  material,  reports  to  stockholders  and  other
communications to stockholders for the Designated Portfolio(s) in such quantity,
with expenses to be borne in accordance  with Schedule C hereof,  as Allianz may
reasonably require to permit timely distribution thereof to Contractowners.

         3.4.  It  is  understood  and  agreed  that,  except  with  respect  to
information  regarding Allianz provided in writing by that party,  Allianz shall
not be  responsible  for the content of the prospectus or SAI for the Designated
Portfolio(s).  It is also  understood  and agreed  that,  except with respect to
information  regarding the Fund, the Distributor,  the Adviser or the Designated
Portfolio(s)  provided in writing by the Fund,  the  Distributor or the Adviser,
neither the Fund, the Distributor nor Adviser are responsible for the content of
the prospectus or SAI for the Contracts.

         3.5.     If and to the extent required by law Allianz shall:
                  (i)      solicit voting instructions from Contractowners;
                  (ii)     vote  the  Designated  Portfolio(s)  shares  held
                           in the  Account  in  accordance  with
                           instructions received from Contractowners: and
                  (iii)    vote Designated  Portfolio shares held in the Account
                           for which no  instructions  have been received in the
                           same proportion as Designated Portfolio(s) shares for
                           which    instructions   have   been   received   from
                           Contractowners, so long as and to the extent that the
                           SEC  continues to  interpret  the 1940 Act to require
                           pass-through  voting privileges for variable contract
                           owners.  Allianz  reserves  the  right  to vote  Fund
                           shares held in any  segregated  asset  account in its
                           own right, to the extent permitted by law.

         3.6.  Allianz  shall  be  responsible  for  assuring  that  each of its
separate  accounts holding shares of a Designated  Portfolio  calculates  voting
privileges  as directed  by the Fund and agreed to by Allianz and the Fund.  The
Fund agrees to promptly  notify  Allianz of any  changes of  interpretations  or
amendments of the Mixed and Shared Funding Exemptive Order.

         3.7. The Fund will comply with all provisions of the 1940 Act requiring
voting by  shareholders,  and in  particular  the Fund will  either  provide for
annual meetings (except insofar as the SEC may interpret  Section 16 of the 1940
Act not to require such meetings) or, as the Fund currently intends, comply with
Section  16(c)  of the  1940 Act  (although  the  Fund is not one of the  trusts
described in Section 16(c) of that Act) as well as with  Sections  16(a) and, if
and when applicable,  16(b).  Further,  the Fund will act in accordance with the
SEC's  interpretation  of the  requirements  of Section  16(a)  with  respect to
periodic  elections of directors or trustees and with whatever rules the SEC may
promulgate with respect thereto.

ARTICLE IV.       Sales Material and Information.
                  ------------------------------

         4.1. Allianz shall furnish, or shall cause to be furnished, to the Fund
or its designee,  a copy of each piece of sales literature or other  promotional
material  that  Allianz  develops or proposes to use and in which the Fund (or a
Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is
named in connection with the Contracts, at least ten (10) Business Days prior to
its use. No such  material  shall be used if the Fund objects to such use within
five (5) Business Days after receipt of such material.

         4.2. Allianz shall not give any information or make any representations
or statements on behalf of the Fund in connection with the sale of the Contracts
other than the  information  or  representations  contained in the  registration
statement,  including the prospectus or SAI for the Fund shares, as the same may
be amended or  supplemented  from time to time, or in sales  literature or other
promotional material approved by the Fund,  Distributor or Adviser,  except with
the permission of the Fund, Distributor or Adviser.

         4.3.  The Fund or the  Adviser  shall  furnish,  or  shall  cause to be
furnished,  to  Allianz,  a copy of each  piece  of  sales  literature  or other
promotional material in which Allianz and/or its separate account(s) is named at
least ten (10) Business Days prior to its use. No such material shall be used if
Allianz  objects to such use within five (5) Business Days after receipt of such
material.

         4.4.  The Fund,  the  Distributor  and the  Adviser  shall not give any
information  or make any  representations  on behalf of  Allianz  or  concerning
Allianz,   the  Account,   or  the  Contracts  other  than  the  information  or
representations contained in a registration statement,  including the prospectus
or SAI for the Contracts,  as the same may be amended or supplemented  from time
to time,  or in sales  literature  or other  promotional  material  approved  by
Allianz or its designee, except with the permission of Allianz.

         4.5. The Fund will provide to Allianz at least one complete copy of all
registration  statements,   prospectuses,   SAIs,  sales  literature  and  other
promotional  materials,  applications  for  exemptions,  requests for  no-action
letters,  and all amendments to any of the above,  that relate to the Designated
Portfolio(s)  within a reasonable  period of time  following  the filing of such
document(s) with the SEC or NASD or other regulatory authorities.

         4.6. Allianz will provide to the Fund at least one complete copy of all
registration statements,  prospectuses,  SAIs, reports, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions,  requests for no-action  letters,  and all  amendments to any of the
above,  that relate to the Contracts or the Account,  within a reasonable period
of time  following the filing of such  document(s)  with the SEC, NASD, or other
regulatory authority.

         4.7. For purposes of Articles IV and VIII, the phrase "sales literature
and other promotional material" includes,  but is not limited to, advertisements
(such as material published,  or designed for use in, a newspaper,  magazine, or
other  periodical,  radio,  television,  telephone or tape recording,  videotape
display,  signs or billboards,  motion  pictures,  or other public media;  e.g.,
on-line  networks  such  as the  Internet  or  other  electronic  media),  sales
literature  (i.e.,  any  written  communication  distributed  or made  generally
available to customers or the public, including brochures,  circulars,  research
reports,  market letters,  form letters,  seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training  materials  or  other  communications  distributed  or  made  generally
available to some or all agents or employees, and shareholder reports, and proxy
materials  (including  solicitations  for  voting  instructions)  and any  other
material  constituting sales literature or advertising under the NASD rules, the
1933 Act or the 1940 Act.

         4.8.  At the request of any party to this  Agreement,  each other party
will  make  available  to  the  other  party's   independent   auditors   and/or
representative of the appropriate  regulatory  agencies,  all records,  data and
access to operating  procedures  that may be reasonably  requested in connection
with  compliance  and regulatory  requirements  related to this Agreement or any
party's obligations under this Agreement.

ARTICLE V.        Fees and Expenses

         5.1. The Fund and the Adviser shall pay no fee or other compensation to
Allianz under this Agreement, and Allianz shall pay no fee or other compensation
to the Fund or Adviser under this  Agreement,  although the parties  hereto will
bear certain  expenses in accordance with Schedule C, Articles III, V, and other
provisions of this Agreement.

         5.2. All expenses  incident to performance by the Fund, the Distributor
and the Adviser under this Agreement shall be paid by the appropriate  party, as
further  provided in Schedule C. The Fund shall see to it that all shares of the
Designated Portfolio(s) are registered and authorized for issuance in accordance
with applicable  federal law and, if and to the extent  required,  in accordance
with applicable state laws prior to their sale.

         5.3. The parties shall bear the expenses of routine annual distribution
(mailing costs) of the Fund's prospectus and distribution (mailing costs) of the
Fund's proxy materials and reports to owners of Contracts offered by Allianz, in
accordance with Schedule C.

ARTICLE VI.       Diversification and Qualification.
                  ---------------------------------

         6.1. The Fund, the  Distributor  and the Adviser  represent and warrant
that the Fund will at all times  sell its shares and invest its assets in such a
manner as to ensure  that the  Contracts  will be treated  as annuity  contracts
under the Code, and the  regulations  issued  thereunder.  Without  limiting the
scope of the foregoing,  the Fund, Distributor and Adviser represent and warrant
that the Fund and each  Designated  Portfolio  thereof  will at all times comply
with Section 817(h) of the Code and Treasury Regulation  ss.1.817-5,  as amended
from time to time,  and any Treasury  interpretations  thereof,  relating to the
diversification  requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other  modifications or successor  provisions to
such Section or  Regulations.  The Fund, the  Distributor  and the Adviser agree
that shares of the Designated  Portfolio(s)  will be sold only to  Participating
Insurance Companies and their separate accounts and to Qualified Plans.

         6.2.     No shares of any Designated Portfolio of the Fund will be sold
 to the general public.

         6.3. The Fund, the  Distributor  and the Adviser  represent and warrant
that  the Fund  and  each  Designated  Portfolio  is  currently  qualified  as a
Regulated  Investment  Company  under  Subchapter  M of the Code,  and that each
Designated Portfolio will maintain such qualification (under Subchapter M or any
successor or similar provisions) as long as this Agreement is in effect.

         6.4. The Fund,  Distributor or Adviser will notify Allianz  immediately
upon having a reasonable  basis for  believing  that the Fund or any  Designated
Portfolio has ceased to comply with the aforesaid Section 817(h) diversification
or Subchapter M qualification requirements or might not so comply in the future.

         6.5.  Without in any way limiting  the effect of Sections  8.2, 8.3 and
8.4 hereof and without in any way  limiting or  restricting  any other  remedies
available to Allianz,  the Adviser or Distributor  will pay all costs associated
with or arising out of any failure, or any anticipated or reasonably foreseeable
failure,  of the Fund or any  Designated  Portfolio to comply with Sections 6.1,
6.2,  or  6.3  hereof,  including  all  costs  associated  with  reasonable  and
appropriate  corrections  or  responses  to any such  failure;  such  costs  may
include, but are not limited to, the costs involved in creating, organizing, and
registering  a new  investment  company as a funding  medium  for the  Contracts
and/or the costs of obtaining whatever regulatory authorizations are required to
substitute  shares  of  another  investment  company  for  those  of the  failed
Portfolio  (including  but not limited to an order  pursuant to Section 26(b) of
the 1940 Act).

         6.6.  Allianz  agrees  that if the  Internal  Revenue  Service  ("IRS")
asserts  in  writing  in  connection  with any  governmental  audit or review of
Allianz or, to Allianz's  knowledge,  of any  Contractowner  that any Designated
Portfolio has failed to comply with the diversification  requirements of Section
817(h) of the Code or Allianz  otherwise  becomes  aware of any facts that could
give rise to any claim against the Fund,  Distributor  or Adviser as a result of
such a failure or alleged failure:

         (a)  Allianz  shall  promptly  notify the Fund,  the  Distributor  and
         the  Adviser of such  assertion  or  potential claim;

         (b)  Allianz  shall  consult  with the Fund,  the  Distributor  and the
         Adviser as to how to minimize any liability  that may arise as a result
         of such failure or alleged failure;

         (c) Allianz shall use its best efforts to minimize any liability of the
         Fund,  the  Distributor  and the Adviser  resulting  from such failure,
         including,  without  limitation,  demonstrating,  pursuant  to Treasury
         Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that
         such failure was inadvertent;

         (d) any written  materials  to be  submitted by Allianz to the IRS, any
         Contractowner  or any  other  claimant  in  connection  with any of the
         foregoing proceedings or contests (including,  without limitation,  any
         such  materials  to be  submitted  to  the  IRS  pursuant  to  Treasury
         Regulations, Section 1.817-5(a)(2)) shall be provided by Allianz to the
         Fund,  the  Distributor  and the Adviser  (together with any supporting
         information or analysis) within at least two (2) business days prior to
         submission;

         (e) Allianz shall  provide the Fund,  the  Distributor  and the Adviser
         with such  cooperation  as the Fund,  the  Distributor  and the Adviser
         shall reasonably request (including,  without limitation, by permitting
         the Fund, the  Distributor and the Adviser to review the relevant books
         and records of Allianz) in order to facilitate  review by the Fund, the
         Distributor and the Adviser of any written  submissions  provided to it
         or its  assessment  of the  validity or amount of any claim  against it
         arising from such failure or alleged failure;

         (f)  Allianz  shall  not with  respect  to any  claim of the IRS or any
         Contractowner  that would give rise to a claim  against  the Fund,  the
         Distributor  and the Adviser (i)  compromise or settle any claim,  (ii)
         accept  any  adjustment  on  audit,   or  (iii)  forego  any  allowable
         administrative or judicial appeals, without the express written consent
         of the  Fund,  the  Distributor  and the  Adviser,  which  shall not be
         unreasonably withheld;  provided that, Allianz shall not be required to
         appeal any adverse  judicial  decision  unless the Fund and the Adviser
         shall have  provided  an opinion of  independent  counsel to the effect
         that a  reasonable  basis  exists for taking such  appeal;  and further
         provided that the Fund, the  Distributor and the Adviser shall bear the
         costs and expenses,  including reasonable  attorney's fees, incurred by
         Allianz in complying with this clause (f).


ARTICLE VII.
Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order
--------------------------------------------------------------------------------

         7.1. The Board will monitor the Fund for the  existence of any material
irreconcilable  conflict  between the  interests of the  contract  owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons,  including: (a) an action by any state insurance
regulatory  authority;  (b) a change in applicable  federal or state  insurance,
tax, or securities  laws or  regulations,  or a public  ruling,  private  letter
ruling,  no-action or interpretative letter, or any similar action by insurance,
tax, or securities  regulatory  authorities;  (c) an  administrative or judicial
decision in any relevant proceeding;  (d) the manner in which the investments of
any  Designated  Portfolio  are  being  managed;  (e)  a  difference  in  voting
instructions  given by variable  annuity  contract and variable  life  insurance
contract  owners or by  contract  owners of  different  Participating  Insurance
Companies;  or (f) a decision by a Participating  Insurance Company to disregard
the voting  instructions  of contract  owners.  The Board shall promptly  inform
Allianz if it determines that an irreconcilable material conflict exists and the
implications thereof.

         7.2.  Allianz will report any potential or existing  conflicts of which
it is aware to the Board.  Allianz  will  assist the Board in  carrying  out its
responsibilities  under  the  Mixed  and  Shared  Funding  Exemptive  Order,  by
providing the Board with all information  reasonably  necessary for the Board to
consider any issues raised. This includes,  but is not limited to, an obligation
by Allianz to inform the Board whenever  contract owner voting  instructions are
to be disregarded.  Such responsibilities shall be carried out by Allianz with a
view only to the interests of its Contractowners.

         7.3. If it is determined  by a majority of the Board,  or a majority of
its directors who are not interested  persons of the Fund, the Distributor,  the
Adviser or any sub-adviser to any of the Designated Portfolios (the "Independent
Directors"),  that a material  irreconcilable conflict exists, Allianz and other
Participating  Insurance  Companies  shall,  at their  expense and to the extent
reasonably   practicable  (as  determined  by  a  majority  of  the  Independent
Directors),  take  whatever  steps are  necessary  to remedy  or  eliminate  the
irreconcilable  material  conflict,  up to and including:  (1)  withdrawing  the
assets  allocable to some or all of the separate  accounts  from the Fund or any
Designated  Portfolio  and  reinvesting  such assets in a  different  investment
medium,  including  (but not  limited  to)  another  portfolio  of the Fund,  or
submitting the question whether such segregation should be implemented to a vote
of all affected  contract owners and, as appropriate,  segregating the assets of
any appropriate group (i.e.,  annuity contract owners,  life insurance  contract
owners,  or  variable  contract  owners of one or more  Participating  Insurance
Companies) that votes in favor of such segregation,  or offering to the affected
contract owners the option of making such a change;  and (2)  establishing a new
registered management investment company or managed separate account.

         7.4. If a material irreconcilable conflict arises because of a decision
by Allianz to disregard  Contractowner  voting  instructions  and that  decision
represents a minority position or would preclude a majority vote, Allianz may be
required,  at the Fund's election,  to withdraw the Account's  investment in the
Fund and terminate this  Agreement;  provided,  however that such withdrawal and
termination  shall be limited to the extent  required by the foregoing  material
irreconcilable   conflict  as  determined  by  a  majority  of  the  Independent
Directors.  Any such withdrawal and  termination  must take place within six (6)
months  after  the Fund  gives  written  notice  that  this  provision  is being
implemented,  and  until  the end of that six  month  period  the  Adviser,  the
Distributor  and the Fund  shall  continue  to accept  and  implement  orders by
Allianz for the purchase (and redemption) of shares of the Fund.

         7.5. If a material  irreconcilable conflict arises because a particular
state insurance  regulator's  decision  applicable to Allianz conflicts with the
majority of other state  regulators,  then Allianz will  withdraw the  Account's
investment in the Fund and terminate this Agreement  within six months after the
Board informs  Allianz in writing that it has determined  that such decision has
created  an  irreconcilable  material  conflict;  provided,  however,  that such
withdrawal  and  termination  shall be  limited to the  extent  required  by the
foregoing  material  irreconcilable  conflict as determined by a majority of the
disinterested  members of the Board.  Until the end of the  foregoing  six month
period,  the Fund shall  continue to accept and implement  orders by Allianz for
the purchase (and redemption) of shares of the Fund.

         7.6.  For  purposes of Sections  7.3 through 7.5 of this  Agreement,  a
majority of the  disinterested  members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be  required to  establish  a new funding  medium for the
Contracts.  Allianz  shall not be  required  by Section  7.3 to  establish a new
funding  medium for the Contracts if an offer to do so has been declined by vote
of  a  majority  of  Contractowners  affected  by  the  irreconcilable  material
conflict.  In the event that the Board  determines that any proposed action does
not adequately remedy any irreconcilable  material  conflict,  then Allianz will
withdraw the  Account's  investment  in the Fund and  terminate  this  Agreement
within  six (6)  months  after the  Board  informs  Allianz  in  writing  of the
foregoing determination; provided, however, that such withdrawal and termination
shall be limited  to the extent  required  by any such  material  irreconcilable
conflict as determined by a majority of the Independent Directors.

         7.7. If and to the extent that Rule 6e-2 and Rule  6e-3(T) are amended,
or Rule 6e-3 is adopted,  to provide  exemptive relief from any provision of the
1940 Act or the rules  promulgated  thereunder  with  respect to mixed or shared
funding (as defined in the Mixed and Shared  Funding  Exemptive  Order) on terms
and conditions materially different from those contained in the Mixed and Shared
Funding Exemptive Order,  then (a) the Fund and/or the  Participating  Insurance
Companies,  as appropriate,  shall take such steps as may be necessary to comply
with Rules 6e-2 and  6e-3(T),  as amended,  and Rule 6e-3,  as  adopted,  to the
extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3,
7.4, and 7.5 of this Agreement  shall continue in effect only to the extent that
terms and conditions  substantially  identical to such Sections are contained in
such Rule(s) as so amended or adopted.

ARTICLE VIII.      Indemnification
         8.1.     Indemnification By Allianz

         8.1(a).  Allianz  agrees to indemnify and hold  harmless the Fund,  the
Distributor and the Adviser and each of their respective  officers and directors
or trustees and each person,  if any,  who  controls  the Fund,  Distributor  or
Adviser  within the  meaning of  Section 15 of the 1933 Act  (collectively,  the
"Indemnified  Parties"  for  purposes of this  Section  8.1) against any and all
losses,  claims,  expenses,  damages and liabilities  (including amounts paid in
settlement  with the  written  consent  of  Allianz)  or  litigation  (including
reasonable legal and other expenses) to which the Indemnified Parties may become
subject under any statute or regulation, at common law or otherwise,  insofar as
such losses,  claims,  expenses,  damages or liabilities  (or actions in respect
thereof) or  settlements  are related to the sale or  acquisition  of the Fund's
shares or the Contracts and:

         (i)      arise  out of or are  based  upon  any  untrue  statements  or
                  alleged  untrue  statements of any material fact  contained in
                  the  registration  statement or prospectus or SAI covering the
                  Contracts or contained in the Contracts or sales literature or
                  other promotional material for the Contracts (or any amendment
                  or supplement to any of the foregoing), or arise out of or are
                  based  upon the  omission  or the  alleged  omission  to state
                  therein a  material  fact  required  to be stated  therein  or
                  necessary  to make  the  statements  therein  not  misleading,
                  provided that this --------  Agreement to indemnify  shall not
                  apply  as to  any  Indemnified  Party  if  such  statement  or
                  omission or such  alleged  statement  or omission  was made in
                  reliance upon and in conformity with information  furnished in
                  writing to Allianz by or on behalf of the Adviser, Distributor
                  or Fund for use in the  registration  statement or  prospectus
                  for the Contracts or in the  Contracts or sales  literature or
                  other promotional  material (or any amendment or supplement to
                  any of the foregoing) or otherwise for use in connection  with
                  the sale of the Contracts or Fund shares; or

         (ii)     arise out of or as a result of statements  or  representations
                  (other than  statements  or  representations  contained in the
                  registration  statement,  prospectus  or sales  literature  or
                  other promotional material of the Fund not supplied by Allianz
                  or persons  under its control) or wrongful  conduct of Allianz
                  or  persons  under its  control,  with  respect to the sale or
                  distribution of the Contracts or Fund Shares; or

         (iii)    arise out of any untrue  statement or alleged untrue statement
                  of a material  fact  contained  in a  registration  statement,
                  prospectus,  SAI,  or sales  literature  or other  promotional
                  material of the Fund, or any  amendment  thereof or supplement
                  thereto,  or the omission or alleged omission to state therein
                  a material fact required to be stated  therein or necessary to
                  make  the  statements  therein  not  misleading,   if  such  a
                  statement  or omission was made in reliance  upon  information
                  furnished  in writing to the Fund by or on behalf of  Allianz;
                  or

        (iv)      arise as a result of any  failure by  Allianz  to provide  the
                  services  and  furnish the  materials  under the terms of this
                  Agreement; or

         (v)      arise  out  of or  result  from  any  material  breach  of any
                  representation   and/or  warranty  made  by  Allianz  in  this
                  Agreement  or arise out of or result  from any other  material
                  breach  of  this  Agreement  by  Allianz,   including  without
                  limitation Section 2.10 and Section 6.6 hereof,

as limited by and in  accordance  with the  provisions  of  Sections  8.1(b) and
8.1(c) hereof.

         8.1(b).   Allianz  shall  not  be  liable  under  this  indemnification
provision with respect to any losses, claims, expenses, damages,  liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified  Party's willful  misfeasance,  bad faith, or negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's  reckless  disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.

         8.1(c).   Allianz  shall  not  be  liable  under  this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party  shall  have  notified  Allianz  in  writing  within  a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify Allianz of any such
claim  shall not relieve  Allianz  from any  liability  which it may have to the
Indemnified  Party against whom such action is brought otherwise than on account
of this  indemnification  provision,  except to the extent that Allianz has been
prejudiced  by such failure to give  notice.  In case any such action is brought
against the Indemnified  Parties,  Allianz shall be entitled to participate,  at
its own expense,  in the defense of such action.  Allianz also shall be entitled
to assume the defense thereof,  with counsel  satisfactory to the party named in
the action.  After notice from  Allianz to such party of  Allianz's  election to
assume  the  defense  thereof,  the  Indemnified  Party  shall bear the fees and
expenses of any  additional  counsel  retained  by it, and  Allianz  will not be
liable to such  party  under  this  Agreement  for any  legal or other  expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

         8.1(d).  The  Indemnified  Parties will promptly  notify Allianz of the
commencement  of any litigation or proceedings  against them in connection  with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.

         8.2.     Indemnification by the Adviser.
                  ------------------------------

         8.2(a).  The Adviser agrees to indemnify and hold harmless  Allianz and
its directors and officers and each person,  if any, who controls Allianz within
the  meaning  of  Section  15 of the 1933 Act  (collectively,  the  "Indemnified
Parties" for  purposes of this Section 8.2) against any and all losses,  claims,
expenses,  damages,  liabilities  (including amounts paid in settlement with the
written consent of the Adviser) or litigation  (including  reasonable  legal and
other  expenses) to which the  Indemnified  Parties may become subject under any
statute or  regulation,  at common  law or  otherwise,  insofar as such  losses,
claims,  damages,  liabilities  or expenses  (or actions in respect  thereof) or
settlements  are related to the sale or  acquisition of the Fund's shares or the
Contracts and:

           (i)    arise out of or are based upon any untrue statement or alleged
                  untrue  statement  of  any  material  fact  contained  in  the
                  registration   statement  or   prospectus   or  SAI  or  sales
                  literature or other promotional  material of the Fund prepared
                  by the Fund, the  Distributor or the Adviser (or any amendment
                  or supplement to any of the foregoing), or arise out of or are
                  based  upon the  omission  or the  alleged  omission  to state
                  therein a  material  fact  required  to be stated  therein  or
                  necessary  to make  the  statements  therein  not  misleading,
                  provided that this Agreement to --------  indemnify  shall not
                  apply  as to  any  Indemnified  Party  if  such  statement  or
                  omission or such  alleged  statement  or omission  was made in
                  reliance upon and in conformity with information  furnished in
                  writing to the Adviser,  the  Distributor or the Fund by or on
                  behalf  of  Allianz  for  use in the  registration  statement,
                  prospectus or SAI for the Fund or in sales literature or other
                  promotional material (or any amendment or supplement to any of
                  the  foregoing) or otherwise  for use in  connection  with the
                  sale of the Contracts or the Fund shares; or

         (ii)     arise out of or as a result of statements  or  representations
                  (other than  statements  or  representations  contained in the
                  registration statement, prospectus, SAI or sales literature or
                  other  promotional  material for the Contracts not supplied by
                  the Adviser or persons under its control) or wrongful  conduct
                  of the Fund,  the  Distributor or the Adviser or persons under
                  their control, with respect to the sale or distribution of the
                  Contracts or Fund shares; or

         (iii)    arise out of any untrue  statement or alleged untrue statement
                  of a material  fact  contained  in a  registration  statement,
                  prospectus,  SAI,  or sales  literature  or other  promotional
                  material  covering the Contracts,  or any amendment thereof or
                  supplement  thereto,  or the  omission or alleged  omission to
                  state therein a material fact required to be stated therein or
                  necessary  to make the  statement  or  statements  therein not
                  misleading, if such statement or omission was made in reliance
                  upon  information  furnished  in  writing  to Allianz by or on
                  behalf of the Adviser, the Distributor or the Fund; or

         (iv)     arise as a result of any failure by the Fund, the  Distributor
                  or the  Adviser  to  provide  the  services  and  furnish  the
                  materials  under  the  terms of this  Agreement  (including  a
                  failure,  whether unintentional or in good faith or otherwise,
                  to comply  with the  diversification  and other  qualification
                  requirements specified in Article VI of this Agreement); or

         (v)      arise  out  of or  result  from  any  material  breach  of any
                  representation   and/or   warranty  made  by  the  Fund,   the
                  Distributor  or the Adviser in this  Agreement or arise out of
                  or result from any other material  breach of this Agreement by
                  the Adviser, the Distributor or the Fund; or

         (vi)     arise  out  of  or  result  from  the  incorrect  or  untimely
                  calculation or reporting by the Fund,  the  Distributor or the
                  Adviser  of the daily net asset  value per share  (subject  to
                  Section  1.10 of this  Agreement)  or dividend or capital gain
                  distribution rate;

as limited by and in  accordance  with the  provisions  of  Sections  8.2(b) and
8.2(c)  hereof.  This  indemnification  is in  addition  to and  apart  from the
responsibilities and obligations of the Adviser specified in Article VI hereof.

         8.2(b).  The  Adviser  shall not be liable  under this  indemnification
provision with respect to any losses, claims, expenses, damages,  liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified  Party's willful  misfeasance,  bad faith, or negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's  reckless  disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.

         8.2(c).  The  Adviser  shall not be liable  under this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have  notified  the  Adviser in writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the  Indemnified  Party  against whom such action is brought  otherwise  than on
account of this indemnification provision, except to the extent that the Adviser
has been  prejudiced by such failure to give notice.  In case any such action is
brought  against  the  Indemnified  Parties,  the  Adviser  will be  entitled to
participate,  at its own expense, in the defense thereof. The Adviser also shall
be entitled to assume the defense  thereof,  with  counsel  satisfactory  to the
party  named in the action.  After  notice from the Adviser to such party of the
Adviser's  election to assume the defense thereof,  the Indemnified  Party shall
bear the fees and  expenses of any  additional  counsel  retained by it, and the
Adviser will not be liable to such party under this  Agreement  for any legal or
other expenses  subsequently  incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.

         8.2(d).   Allianz  agrees   promptly  to  notify  the  Adviser  of  the
commencement of any litigation or proceedings  against it or any of its officers
or directors  in  connection  with the issuance or sale of the  Contracts or the
operation of the Account.

         8.3.     Indemnification By the Fund.
                  ---------------------------

         8.3(a).  The Fund agrees to indemnify and hold harmless Allianz and its
directors and officers and each person,  if any, who controls Allianz within the
meaning of Section 15 of the 1933 Act (collectively,  the "Indemnified  Parties"
for purposes of this Section 8.3) against any and all losses, claims,  expenses,
damages and liabilities  (including  amounts paid in settlement with the written
consent  of the  Fund) or  litigation  (including  reasonable  legal  and  other
expenses)  to which the  Indemnified  Parties  may be  required to pay or become
subject under any statute or regulation, at common law or otherwise,  insofar as
such losses, claims, expenses,  damages,  liabilities or expenses (or actions in
respect thereof) or settlements, are related to the operations of the Fund and:

         (i)      arise as a result of any  failure by the Fund to  provide  the
                  services  and  furnish the  materials  under the terms of this
                  Agreement  (including a failure,  whether  unintentional or in
                  good faith or  otherwise,  to comply with the  diversification
                  and other qualification  requirements  specified in Article VI
                  of this Agreement); or

         (ii)     arise  out  of or  result  from  any  material  breach  of any
                  representation  and/or  warranty  made  by the  Fund  in  this
                  Agreement  or arise out of or result  from any other  material
                  breach of this Agreement by the Fund; or

         (iii)    arise  out  of  or  result  from  the  incorrect  or  untimely
                  calculation  or  reporting  of the daily  net asset  value per
                  share (subject to Section 1.10 of this  Agreement) or dividend
                  or capital gain distribution rate;

as limited by and in  accordance  with the  provisions  of  Sections  8.3(b) and
8.3(c) hereof.

         8.3(b).  The  Fund  shall  not be  liable  under  this  indemnification
provision with respect to any losses, claims, expenses, damages,  liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified  Party's willful  misfeasance,  bad faith, or negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's  reckless  disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.

         8.3(c).  The  Fund  shall  not be  liable  under  this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party  shall  have  notified  the  Fund in  writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such  service on any  designated  agent),  but failure to notify the Fund of any
such  claim  shall not  relieve it from any  liability  which it may have to the
Indemnified  Party against whom such action is brought otherwise than on account
of this indemnification  provision,  except to the extent that the Fund has been
prejudiced  by such failure to give  notice.  In case any such action is brought
against the Indemnified  Parties,  the Fund will be entitled to participate,  at
its own  expense,  in the  defense  thereof.  The Fund shall also be entitled to
assume the defense thereof,  with counsel satisfactory to the party named in the
action.  After  notice  from the Fund to such  party of the Fund's  election  to
assume  the  defense  thereof,  the  Indemnified  Party  shall bear the fees and
expenses  of any  additional  counsel  retained  by it, and the Fund will not be
liable to such  party  under  this  Agreement  for any  legal or other  expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

         8.3(d).  Allianz agrees promptly to notify the Fund of the commencement
of any litigation or proceeding against itself or any of its respective officers
or  directors  in  connection  with the  Agreement,  the issuance or sale of the
Contracts, the operation of the Account, or the sale or acquisition of shares of
the Fund.

         8.4.     Indemnification by the Distributor.
                  ----------------------------------

         8.4(a).  The Distributor  agrees to indemnify and hold harmless Allianz
and its  directors  and officers and each person,  if any, who controls  Allianz
within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for  purposes of this Section 8.4) against any and all losses,  claims,
expenses, damages and liabilities (including amounts paid in settlement with the
written consent of the  Distributor) or litigation  (including  reasonable legal
and other  expenses) to which the  Indemnified  Parties may become subject under
any statute or regulation,  at common law or otherwise,  insofar as such losses,
claims,  damages,  liabilities  or expenses  (or actions in respect  thereof) or
settlements  are related to the sale or  acquisition of the Fund's shares or the
Contracts and:

(i)               arise out of or are based upon any untrue statement or alleged
                  untrue  statement  of  any  material  fact  contained  in  the
                  registration   statement  or   prospectus   or  SAI  or  sales
                  literature or other promotional  material of the Fund prepared
                  by the Fund,  Adviser  or  Distributor  (or any  amendment  or
                  supplement  to any of the  foregoing),  or arise out of or are
                  based  upon the  omission  or the  alleged  omission  to state
                  therein a  material  fact  required  to be stated  therein  or
                  necessary  to make  the  statements  therein  not  misleading,
                  provided that this  Agreement to indemnify  shall not --------
                  apply  as to  any  Indemnified  Party  if  such  statement  or
                  omission or such  alleged  statement  or omission  was made in
                  reliance upon and in conformity with information  furnished in
                  writing  to the  Adviser,  the  Distributor  or  Fund by or on
                  behalf of Allianz for use in the registration statement or SAI
                  or  prospectus  for the Fund or in sales  literature  or other
                  promotional material (or any amendment or supplement to any of
                  the  foregoing) or otherwise  for use in  connection  with the
                  sale of the Contracts or Fund shares; or

         (ii)     arise out of or as a result of statements  or  representations
                  (other than  statements  or  representations  contained in the
                  registration statement,  prospectus,  SAI, sales literature or
                  other  promotional  material for the Contracts not supplied by
                  the  Distributor  or persons  under its  control)  or wrongful
                  conduct  of the Fund,  the  Distributor  or Adviser or persons
                  under their control,  with respect to the sale or distribution
                  of the Contracts or Fund shares; or

         (iii)    arise out of any untrue  statement or alleged untrue statement
                  of a material  fact  contained  in a  registration  statement,
                  prospectus,   SAI,  sales  literature  or  other   promotional
                  material  covering the Contracts,  or any amendment thereof or
                  supplement  thereto,  or the  omission or alleged  omission to
                  state therein a material fact required to be stated therein or
                  necessary  to make the  statement  or  statements  therein not
                  misleading, if such statement or omission was made in reliance
                  upon  information  furnished  in  writing  to Allianz by or on
                  behalf of the Adviser, the Distributor or Fund; or

         (iv)     arise as a result  of any  failure  by the  Fund,  Adviser  or
                  Distributor  to provide the services and furnish the materials
                  under  the  terms  of this  Agreement  (including  a  failure,
                  whether unintentional or in good faith or otherwise, to comply
                  with the diversification and other qualification  requirements
                  specified in Article VI of this Agreement); or

         (v)      arise  out  of or  result  from  any  material  breach  of any
                  representation  and/or  warranty made by the Fund,  Adviser or
                  Distributor  in this  Agreement or arise out of or result from
                  any  other  material  breach  of this  Agreement  by the Fund,
                  Adviser or Distributor; or

         (vi)     arise  out  of  or  result  from  the  incorrect  or  untimely
                  calculation  or  reporting  of the daily  net asset  value per
                  share (subject to Section 1.10 of this  Agreement) or dividend
                  or capital gain distribution rate;

as limited by and in  accordance  with the  provisions  of  Sections  8.4(b) and
8.4(c)  hereof.  This  indemnification  is in  addition  to and  apart  from the
responsibilities  and  obligations  of the  Distributor  specified in Article VI
hereof.

         8.4(b). The Distributor shall not be liable under this  indemnification
provision with respect to any losses, claims, expenses, damages,  liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified  Party's willful  misfeasance,  bad faith, or negligence in the
performance or such Indemnified  Party's duties or by reason of such Indemnified
Party's  reckless  disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.

         8.4(c) The Distributor  shall not be liable under this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have notified the Distributor in writing within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Distributor of
any such claim shall not relieve the Distributor from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on  account of this  indemnification  provision,  except to the extent  that the
Distributor has been prejudiced by such failure to give notice. In case any such
action is brought  against the  Indemnified  Parties,  the  Distributor  will be
entitled  to  participate,  at its own  expense,  in the  defense  thereof.  The
Distributor also shall be entitled to assume the defense  thereof,  with counsel
satisfactory to the party named in the action. After notice from the Distributor
to such party of the Distributor's  election to assume the defense thereof,  the
Indemnified  Party shall bear the fees and  expenses of any  additional  counsel
retained by it, and the Distributor  will not be liable to such party under this
Agreement for any legal or other  expenses  subsequently  incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.

         8.4(d)  Allianz  agrees  to  promptly  notify  the  Distributor  of the
commencement of any litigation or proceedings  against it or any of its officers
or directors  in  connection  with the issuance or sale of the  Contracts or the
operation of the Account.



<PAGE>


ARTICLE IX.       Applicable Law .
                  ---------------

         9.1.  This  Agreement  shall be  construed  and the  provisions  hereof
interpreted  under and in  accordance  with the laws of the State of New Jersey,
without regard to the New Jersey Conflict of Laws provisions.

         9.2.  This  Agreement  shall be subject to the  provisions of the 1933,
1934 and 1940  Acts,  and the  rules and  regulations  and  rulings  thereunder,
including such exemptions from those statutes,  rules and regulations as the SEC
may grant (including, but not limited to, the Mixed and Shared Funding Exemptive
Order) and the terms hereof shall be  interpreted  and  construed in  accordance
therewith.

ARTICLE X.        Termination .
                  ------------

         10.1.    This Agreement shall terminate:
                  (a) at the option of any party,  with or without  cause,  with
                  respect to some or all Designated Portfolios,  upon sixty (60)
                  days advance  written  notice  delivered to the other parties;
                  provided, however, that such notice shall not be given earlier
                  than six (6) months following the date of this Agreement; or

                  (b) at the option of  Allianz  by written  notice to the other
                  parties with respect to any  Designated  Portfolio  based upon
                  Allianz's   determination   that  shares  of  such  Designated
                  Portfolio   are  not   reasonably   available   to  meet   the
                  requirements of the Contracts; or

                  (c) at the option of  Allianz  by written  notice to the other
                  parties with respect to any Designated  Portfolio in the event
                  any of the Designated  Portfolio's  shares are not registered,
                  issued or sold in  accordance  with  applicable  state  and/or
                  federal  law or such law  precludes  the use of such shares as
                  the underlying  investment media of the Contracts issued or to
                  be issued by Allianz; or

                  (d) at the option of the Fund,  Distributor  or Adviser in the
                  event that formal  administrative  proceedings  are instituted
                  against   Allianz  by  the  NASD,   the  SEC,  the   Insurance
                  Commissioner  or  like  official  of any  state  or any  other
                  regulatory   body  regarding   Allianz's   duties  under  this
                  Agreement  or  related  to  the  sale  of the  Contracts,  the
                  operation of any Account,  or the purchase of the Fund shares,
                  if, in each case,  the Fund,  Distributor  or Adviser,  as the
                  case  may  be,  reasonably  determines  in its  sole  judgment
                  exercised  in  good  faith,   that  any  such   administrative
                  proceedings  will  have a  material  adverse  effect  upon the
                  ability  of  Allianz to  perform  its  obligations  under this
                  Agreement; or

                  (e)  at  the  option  of  Allianz  in the  event  that  formal
                  administrative  proceedings  are instituted  against the Fund,
                  the  Distributor  or the Adviser by the NASD,  the SEC, or any
                  state   securities  or  insurance   department  or  any  other
                  regulatory body, if Allianz reasonably  determines in its sole
                  judgment exercised in good faith, that any such administrative
                  proceedings  will  have a  material  adverse  effect  upon the
                  ability of the Fund, the Distributor or the Adviser to perform
                  their obligations under this Agreement; or

                  (f) at the option of  Allianz  by  written  notice to the Fund
                  with respect to any Designated Portfolio if Allianz reasonably
                  believes that the  Designated  Portfolio will fail to meet the
                  Section 817(h)  diversification  requirements  or Subchapter M
                  qualifications specified in Article VI hereof; or

                  (g) at the option of either the Fund,  the  Distributor or the
                  Adviser,   if  (i)   the   Fund,   Distributor   or   Adviser,
                  respectively, shall determine, in its sole judgment reasonably
                  exercised in good faith,  that Allianz has suffered a material
                  adverse  change in its business or  financial  condition or is
                  the subject of material  adverse  publicity  and that material
                  adverse  change  or  publicity  will have a  material  adverse
                  impact on Allianz's  ability to perform its obligations  under
                  this Agreement, (ii) the Fund, Distributor or Adviser notifies
                  Allianz of that determination and its intent to terminate this
                  Agreement,  and (iii) after  considering  the actions taken by
                  Allianz  and any  other  changes  in  circumstances  since the
                  giving  of  such a  notice,  the  determination  of the  Fund,
                  Distributor or Adviser shall continue to apply on the sixtieth
                  (60th) day following the giving of that notice, which sixtieth
                  day shall be the effective date of termination; or

                  (h) at the option of Allianz,  if (i) Allianz shall determine,
                  in its sole judgment reasonably  exercised in good faith, that
                  the Fund,  Distributor  or  Adviser  has  suffered  a material
                  adverse  change in its business or  financial  condition or is
                  the subject of material  adverse  publicity  and that material
                  adverse  change  or  publicity  will have a  material  adverse
                  impact on the Fund's,  Distributor's  or Adviser's  ability to
                  perform its  obligations  under this  Agreement,  (ii) Allianz
                  notifies the Fund, Distributor or Adviser, as appropriate,  of
                  that determination and its intent to terminate this Agreement,
                  and (iii) after  considering  the  actions  taken by the Fund,
                  Distributor or Adviser and any other changes in  circumstances
                  since  the  giving  of such a  notice,  the  determination  of
                  Allianz  shall  continue to apply on the  sixtieth  (60th) day
                  following the giving of that notice,  which sixtieth day shall
                  be the effective date of termination; or

                  (i) at the option of any  non-defaulting  party  hereto in the
                  event of a  material  breach  of this  Agreement  by any party
                  hereto (the  "defaulting  party")  other than as  described in
                  Section 10.1(a)-(j);  provided,  that the non-defaulting party
                  gives written  notice thereof to the  defaulting  party,  with
                  copies of such notice to all other non-defaulting parties, and
                  if such breach shall not have been remedied within thirty (30)
                  days   after   such   written   notice  is  given,   then  the
                  non-defaulting  party giving such written notice may terminate
                  this  Agreement by giving  thirty (30) days written  notice of
                  termination to the defaulting party; or

                  (j)  at any time upon written agreement of all parties to
                    this Agreement.


         10.2.    Notice Requirement.
                  ------------------

No termination of this Agreement  shall be effective  unless and until the party
terminating  this  Agreement  gives prior written notice to all other parties of
its  intent  to  terminate,  which  notice  shall  set  forth  the basis for the
termination. Furthermore,

         (a) in the  event  any  termination  is based  upon the  provisions  of
         Article VII, or the provisions of Section  10.1(a),  10.1(g) or 10.1(h)
         of this  Agreement,  the prior written notice shall be given in advance
         of the effective date of  termination  as required by those  provisions
         unless such notice period is shortened by mutual  written  agreement of
         the  parties;  (b) in the  event  any  termination  is  based  upon the
         provisions of Section  10.1(d),  10.1(e) or 10.1(i) of this  Agreement,
         the prior written notice shall be given at least sixty (60) days before
         the effective date of termination; and (c) in the event any termination
         is based upon the  provisions of Section  10.1(b),  10.1(c) or 10.1(f),
         the prior  written  notice  shall be given in advance of the  effective
         date of  termination,  which  date  shall be  determined  by the  party
         sending the notice.

         10.3.    Effect of Termination.
                  ---------------------

Notwithstanding  any termination of this Agreement,  other than as a result of a
failure  by  either  the Fund or  Allianz  to meet  Section  817(h)  of the Code
diversification  requirements,  the Fund, the Distributor and the Adviser shall,
at the option of Allianz,  continue to make available  additional  shares of the
Designated  Portfolio(s) pursuant to the terms and conditions of this Agreement,
for all  Contracts  in  effect  on the  effective  date of  termination  of this
Agreement  (hereinafter  referred  to as  "Existing  Contracts").  Specifically,
without  limitation,  the owners of the Existing Contracts shall be permitted to
reallocate investments in the Designated Portfolio(s), redeem investments in the
Designated  Portfolio(s)  and/or invest in the Designated  Portfolio(s) upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.3 shall not apply to any  terminations  under Article
VII and the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.

         10.4.  Surviving  Provisions.  Notwithstanding  any termination of this
Agreement,  each party's  obligations  under  Article  VIII to  indemnify  other
parties shall survive and not be affected by any  termination of this Agreement.
In  addition,  with  respect  to  Existing  Contracts,  all  provisions  of this
Agreement  shall also  survive and not be affected  by any  termination  of this
Agreement.

ARTICLE XI.       Notices.
                  --------
         Any  notice  shall be  sufficiently  given when sent by  registered  or
certified  mail to the other  party at the address of such party set forth below
or at such other  address as such party may from time to time specify in writing
to the other parties.

If to the Fund:

         The Prudential Series Fund, Inc.
         Gateway Center Three
         100 Mulberry Street, 4th Floor
         Newark, NJ  07102-4077
         Attention:  Secretary

If to the Adviser:

         The Prudential Insurance Company of America
         751 Broad Street, 21st Floor
         Newark, NJ  07102
         Attention:  Secretary


If to the Distributor:

         Prudential Investment Management Services LLC
         Gateway Center Three
         100 Mulberry Street, 14th Floor
         Newark, NJ  07102-4077
         Attention:  Secretary

If to Allianz:

         Allianz Life Insurance Company of North America
         1750 Hennepin Avenue
         Minneapolis, MN 55403
         Attention: Secretary


ARTICLE XII.  Miscellaneous.
              -------------

         12.1.  Subject to the  requirements  of legal  process  and  regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the  Contracts  and all  information  reasonably  identified as
confidential  in writing by any other party  hereto and,  except as permitted by
this  Agreement,  shall not  disclose,  disseminate  or  utilize  such names and
addresses and other confidential information without the express written consent
of the  affected  party  until such time as such  information  may come into the
public domain.  Without  limiting the foregoing,  no party hereto shall disclose
any information that another party has designated as proprietary.

         12.2.  The captions in this  Agreement are included for  convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

         12.3.  This  Agreement  may be executed  simultaneously  in two or more
counterparts,  each of which taken  together  shall  constitute one and the same
instrument.

         12.4. If any provision of this Agreement  shall be held or made invalid
by a court decision,  statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

         12.5.  Each party hereto shall  cooperate with each other party and all
appropriate  governmental authorities (including without limitation the SEC, the
NASD  and  state  insurance   regulators)  and  shall  permit  such  authorities
reasonable  access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions  contemplated  hereby.
Notwithstanding  the  generality  of the  foregoing,  each party hereto  further
agrees to furnish the applicable Commissioners of Insurance with any information
or reports in connection with services  provided under this Agreement which such
Commissioner  may request in order to  ascertain  whether the  variable  annuity
operations  of  Allianz  are being  conducted  in a manner  consistent  with the
States'   Variable   Annuity   Regulations  and  any  other  applicable  law  or
regulations.

         12.6.  Any  controversy  or claim  arising  out of or  relating to this
Agreement, or breach thereof, shall be settled by arbitration in a forum jointly
selected by the relevant  parties  (but if  applicable  law requires  some other
forum,  then such other forum) in  accordance  with the  Commercial  Arbitration
Rules of the  American  Arbitration  Association,  and  judgment  upon the award
rendered  by the  arbitrators  may be entered in any court  having  jurisdiction
thereof.

         12.7. The rights,  remedies and obligations contained in this Agreement
are  cumulative  and  are in  addition  to any  and  all  rights,  remedies  and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.

         12.8. This Agreement or any of the rights and obligations hereunder may
not be assigned by any party  without the prior  written  consent of all parties
hereto.

         12.9.  Allianz  agrees  that  the  obligations  assumed  by  the  Fund,
Distributor  and the Adviser  pursuant to this Agreement shall be limited in any
case to the Fund,  Distributor  and  Adviser  and their  respective  assets  and
Allianz shall not seek satisfaction of any such obligation from the shareholders
of the Fund, Distributor or the Adviser, the Directors,  officers,  employees or
agents of the Fund, Distributor or Adviser, or any of them.

         12.10.  The  Fund,  the  Distributor  and the  Adviser  agree  that the
obligations  assumed by Allianz  pursuant to this Agreement  shall be limited in
any case to Allianz and its assets and neither the Fund, Distributor nor Adviser
shall seek satisfaction of any such obligation from the shareholders of Allianz,
the directors, officers, employees or agents of the Allianz, or any of them.

         12.11.  No  provision of this  Agreement  may be deemed or construed to
modify or supersede any contractual  rights,  duties,  or  indemnifications,  as
between the Adviser and the Fund, and the Distributor and the Fund.
              [The Remainder of this Page is Intentionally Blank]

<PAGE>



         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement  to be executed  in its name and on its behalf by its duly  authorized
representative  and its  seal to be  hereunder  affixed  hereto  as of the  date
specified below.

                           ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                           By its authorized officer,

                           By: /s/ Suzanne J. Pepin
                           Title:Vice President
                           Date:

                           THE PRUDENTIAL SERIES FUND, INC.

                           By its authorized officer,

                           By: /s/ David R. Odenath, Jr.
                           Title: President
                           Date: 12-15-00

                           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                           By its authorized officer,

                           By: /s/ David R. Odenath, Jr.
                           Title:Senior Vice President
                           Date: 12-15-00

                           PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC

                           By its authorized officer,

                           By: /s/ Robert F. Gunia
                           Title: President
                           Date: 12-15-00




                                   SCHEDULE A

Contracts

All Deferred Variable Annuity Contracts Issued By Allianz Life Variable AccountA
All Deferred Variable Annuity Contracts Issued By Allianz Life Variable AccountB



                                   SCHEDULE B


Designated Portfolio(s)

Prudential Series Fund, Inc.--SP Jennison International Growth Portfolio
Prudential Series Fund, Inc.--SP Strategic Partners Focused Growth Portfolio






                                   SCHEDULE C

                                    EXPENSES

The Fund and/or the Distributor and/or Adviser,  and Allianz will coordinate the
functions  and pay the costs of the  completing  these  functions  based upon an
allocation of costs in the tables below. Costs shall be allocated to reflect the
Fund's share of the total costs  determined  according to the number of pages of
the Fund's respective portions of the documents.
<TABLE>
<CAPTION>
------------------------------ --------------------------- --------------------------- ----------------------
ITEM                           FUNCTION                    PARTY RESPONSIBLE FOR       PARTY RESPONSIBLE
                                                           COORDINATION                FOR EXPENSE
------------------------------ --------------------------- --------------------------- ----------------------
<S>                             <C>                         <C>                        <C>
Mutual Fund Prospectus         Printing of combined        Allianz                     Distributor
                               prospectuses                                            responsible for pro
                                                                                       rata share of expense
------------------------------ --------------------------- --------------------------- ----------------------
                               Fund, Distributor or        Allianz                     Fund, Distributor or
                               Adviser shall supply                                    Adviser, as
                               Allianz with such numbers                               applicable
                               of the Designated
                               Portfolio(s)
                               prospectus(es) as Allianz
                               shall reasonably request
------------------------------ --------------------------- --------------------------- ----------------------
                               Distribution (including     Allianz                     Allianz
                               postage) to New and
                               Inforce Clients
------------------------------ --------------------------- --------------------------- ----------------------
                               Distribution (including     Allianz                     Allianz
                               postage) to Prospective
                               Clients
------------------------------ --------------------------- --------------------------- ----------------------
Product Prospectus             Printing and Distribution   Allianz                     Allianz
                               for Inforce and
                               Prospective Clients



------------------------------ --------------------------- --------------------------- ----------------------
ITEM                           FUNCTION                    PARTY RESPONSIBLE FOR       PARTY RESPONSIBLE
                                                           COORDINATION                FOR EXPENSE
------------------------------ --------------------------- --------------------------- ----------------------

Mutual Fund Prospectus         If Required by Fund,        Fund, Distributor or        Fund, Distributor or
Update & Distribution          Distributor or Adviser      Adviser                     Adviser
------------------------------ --------------------------- --------------------------- ----------------------
                               If Required by Allianz      Allianz (Fund,              Allianz
                                                           Distributor or Adviser to
                                                           provide Allianz with
                                                           document in PDF format)
------------------------------ --------------------------- --------------------------- ----------------------
Product Prospectus Update &    If Required by Fund,        Allianz                     Fund, Distributor or
Distribution                   Distributor or Adviser                                  Adviser
------------------------------ --------------------------- --------------------------- ----------------------
                               If Required by Allianz      Allianz                     Allianz
------------------------------ --------------------------- --------------------------- ----------------------
Mutual Fund SAI                Printing                    Fund, Distributor or        Fund, Distributor or
                                                           Adviser                     Adviser
------------------------------ --------------------------- --------------------------- ----------------------
                               Distribution (including     Allianz                     Allianz
                               postage)
------------------------------ --------------------------- --------------------------- ----------------------
Product SAI                    Printing                    Allianz                     Allianz
------------------------------ --------------------------- --------------------------- ----------------------
                               Distribution                Allianz                     Allianz
------------------------------ --------------------------- --------------------------- ----------------------
------------------------------ --------------------------- --------------------------- ----------------------
Proxy Material for Mutual      Printing if proxy           Fund, Distributor or        Fund, Distributor or
Fund:                          required by Law             Adviser                     Adviser
------------------------------ --------------------------- --------------------------- ----------------------
                               Distribution (including     Allianz                     Fund, Distributor or
                               labor) if proxy required                                Adviser
                               by Law
------------------------------ --------------------------- --------------------------- ----------------------
                               Printing & distribution     Allianz                     Allianz
                               if required by Allianz
------------------------------ --------------------------- --------------------------- ----------------------
Mutual Fund Annual &           Printing of reports         Fund, Distributor or        Fund, Distributor or
Semi-Annual Report                                         Adviser (Designated         Adviser
                                                           Portfolio only)
------------------------------ --------------------------- --------------------------- ----------------------
                               Distribution                Allianz                     Allianz
------------------------------ --------------------------- --------------------------- ----------------------



------------------------------ --------------------------- --------------------------- ----------------------
ITEM                           FUNCTION                    PARTY RESPONSIBLE FOR       PARTY RESPONSIBLE
                                                           COORDINATION                FOR EXPENSE
------------------------------ --------------------------- --------------------------- ----------------------
------------------------------ --------------------------- --------------------------- ----------------------
Other communication to New     If Required by the Fund,    Allianz                     Fund, Distributor or
and Prospective clients        Distributor or Adviser                                  Adviser
------------------------------ --------------------------- --------------------------- ----------------------
                               If Required by Allianz      Allianz                     Allianz
------------------------------ --------------------------- --------------------------- ----------------------
Other communication to         Distribution (including     Allianz                     Fund, Distributor or
inforce                        labor and printing) if                                  Adviser
                               required by the Fund,
                               Distributor or Adviser
------------------------------ --------------------------- --------------------------- ----------------------
                               Distribution (including     Allianz                     Allianz
                               labor and printing)if
                               required by Allianz
------------------------------ --------------------------- --------------------------- ----------------------
Errors in Share Price          Cost of error to            Allianz                     Fund or Adviser
calculation pursuant to        participants
Section 1.10
------------------------------ --------------------------- --------------------------- ----------------------
                               Cost of reasonable          Allianz                     Fund or Adviser
                               expenses related to
                               administrative work to
                               correct error
------------------------------ --------------------------- --------------------------- ----------------------
Operations of the Fund         All operations and          Fund, Distributor or        Fund or Adviser
                               related expenses,           Adviser
                               including the cost of
                               registration and
                               qualification of  shares,
                               taxes on the issuance or
                               transfer of shares, cost
                               of management of the
                               business affairs of the
                               Fund, and expenses paid
                               or assumed by the fund
                               pursuant to any Rule
                               12b-1 plan
------------------------------ --------------------------- --------------------------- ----------------------
ITEM                           FUNCTION                    PARTY RESPONSIBLE FOR       PARTY RESPONSIBLE
                                                           COORDINATION                FOR EXPENSE
------------------------------ --------------------------- --------------------------- ----------------------
Operations of the Account      Federal registration of     Allianz                     Allianz
                               units of separate account
                               (24f-2 fees)
------------------------------ --------------------------- --------------------------- ----------------------
</TABLE>