AMENDED AND RESTATED
SUBADVISORY AGREEMENT
Agreement made as of the 23rd day of October, 2009, by and between
Allianz Investment Management LLC (formerly known as Allianz Life Advisers,
LLC), a Minnesota limited liability company ("Manager"), and Xxxxxxxx-Xxxxxxxxx
Capital Management LLC, a Delaware limited liability company ("Subadviser");
WHEREAS each fund listed in Schedule A (each severally, a "Fund," and
collectively, the "Funds") is a series of the Allianz Variable Insurance
Products Trust (the "Trust"), a Delaware statutory trust registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS Manager has entered into an investment management agreement (the
"Management Agreement") with the Trust pursuant to which Manager provides
investment advisory services to the Funds in accordance with the terms and
conditions set forth in this Agreement;
WHEREAS Manager and Subadviser have entered into a Subadvisory Agreement
dated May 1, 2007 (the "2007 Agreement"), under the terms of which Subadviser
has provided investment advisory services to the AZL NACM International Fund;
WHEREAS Manager and Subadviser wish to amend and restate the 2007
Agreement; and
WHEREAS Manager and the Funds each desires to continue to retain
Subadviser to provide investment advisory services to the Funds, and Subadviser
is willing to render such investment advisory services.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
(a) Portfolio Management. Subject to supervision by Manager and the
Funds' Board of Trustees (the "Board"), Subadviser shall manage the
investment operations and the composition of that portion of assets
of each of the Funds which is allocated to Subadviser from time to
time by Manager (which portion may include any or all of the Funds'
assets), including the purchase, retention, and disposition
thereof, in accordance with the Funds' investment objectives,
policies, and restrictions, and subject to the following
understandings:
(i) Investment Decisions. Subadviser shall determine from time
to time what investments and securities will be purchased,
retained, or sold with respect to that portion of each of
the Funds allocated to it by Manager, and what portion of
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such assets will be invested or held uninvested as cash.
Subadviser is prohibited from consulting with any other
subadviser of any of the Funds concerning transactions of
the Funds in securities or other assets, other than for
purposes of complying with the conditions of Rule 12d3-1(a)
or (b) under the 1940 Act. Unless Manager or the applicable
Fund gives written instructions to the contrary, Subadviser
shall vote, or abstain from voting, all proxies with respect
to companies whose securities are held in that portion of
each of the Funds allocated to it by Manager, using its best
good faith judgment to vote, or abstain from voting, such
proxies in the manner that best serves the interests of the
Funds' shareholders. Subadviser shall not be responsible
for pursuing rights, including class action settlements,
relating to the purchase, sale, or holding of securities by
the Funds; provided, however, that Subadviser shall provide
notice to Manager of any such potential claim and cooperate
with Manager in any possible proceeding.
(ii) Investment Limits. In the performance of its duties and
obligations under this Agreement, Subadviser shall act in
conformity with applicable limits and requirements, as
amended from time to time, as set forth in the (A) each
Fund's Prospectus and Statement of Additional Information
("SAI"); (B) instructions and directions of Manager and of
the Board; (C) requirements of the 1940 Act, the Internal
Revenue Code of 1986, as amended, as applicable to the
Funds, including, but not limited to, Section 817(h); and
all other applicable federal and state laws and regulations;
(D) the procedures and standards set forth in, or
established in accordance with, the Management Agreement to
the extent communicated to Subadviser in writing; and (E)
any policies and procedures of Subadviser communicated to
the Funds and/or Manager in writing.
(iii) Portfolio Transactions.
(A) Trading. With respect to the securities and other
investments to be purchased or sold for the Funds,
Subadviser shall place orders with or through such
persons, brokers, dealers, or futures commission
merchants (including, but not limited to, broker-
dealers that are affiliated with Manager or
Subadviser) as may be selected by Subadviser;
provided, however, that such orders shall be
consistent with the brokerage policy set forth in
each Fund's Prospectus and SAI, or approved by the
Board; conform with federal securities laws; and be
consistent with seeking best execution. Within the
framework of this policy, Subadviser may, to the
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extent permitted by applicable law, consider the
research provided by, and the financial
responsibility of, brokers, dealers, or futures
commission merchants who may effect, or be a party
to, any such transaction or other transactions to
which Subadviser's other clients may be a party.
(B) Aggregation of Trades. On occasions when Subadviser
deems the purchase or sale of a security or futures
contract to be in the best interest of one or more of
the Funds as well as other clients of Subadviser,
Subadviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no
obligation to, aggregate the securities or futures
contracts to be sold or purchased in order to seek
best execution. In such event, Subadviser will make
allocation of the securities or futures contracts so
purchased or sold, as well as the expenses incurred
in the transaction, in the manner Subadviser
considers to be the most equitable and consistent
with its fiduciary obligations to the Funds and to
such other clients.
(iv) Records and Reports. Subadviser (A) shall maintain such
books and records as are required based on the services
provided by Subadviser pursuant to this Agreement under the
1940 Act and as are necessary for Manager to meet its record
keeping obligations generally set forth under Section 31 and
related rules thereunder, (B) shall render to the Board such
periodic and special reports as the Board or Manager may
reasonably request in writing, and (C) shall meet with any
persons at the request of Manager or the Board for the
purpose of reviewing Subadviser's performance under this
Agreement at reasonable times and upon reasonable advance
written notice.
(v) Transaction Reports. On each business day Subadviser shall
provide to the Funds' custodian and the Funds' administrator
information relating to all transactions concerning the
Funds' assets and shall provide Manager with such
information upon Manager's request.
(b) Compliance Program and Ongoing Certification(s). As requested,
Subadviser shall timely provide to Manager (i) information and
commentary for the Funds' annual and semi-annual reports, in a
format approved by Manager, and shall (A) certify that such
information and commentary discuss the factors that materially
affected the performance of the portion of each of the Funds
allocated to Subadviser under this Agreement, including the
relevant market conditions and the investment techniques and
strategies used, and do not contain any untrue statement of a
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material fact or omit to state a material fact necessary to make
the information and commentary not misleading, and (B) provide
additional certifications related to Subadviser's management of the
Funds in order to support the Funds' filings on Form N-CSR and Form
N-Q, and the Funds' Principal Executive Officer's and Principal
Financial Officer's certifications under Rule 30a-2 under the 1940
Act, thereon; (ii) a quarterly sub-certification with respect to
compliance matters related to Subadviser and the Subadviser's
management of the Funds, in a format reasonably requested by
Manager, as it may be amended from time to time; (iii) an annual
sub-certification with respect to matters relating to the Funds'
compliance program under Rule 38a-1, and (iv) an annual
certification from the Subadviser's Chief Compliance Officer,
appointed under Rule 206(4)-7 under the Investment Advisers Act of
1940 (the "Advisers Act"), or his or her designee, with respect to
the design and operation of Subadviser's compliance program, in a
format reasonably requested by Manager.
(c) Maintenance of Records. Subadviser shall timely furnish to Manager
all information relating to Subadviser's services hereunder which
are needed by Manager to maintain the books and records of the
Funds required under the 1940 Act. Subadviser shall maintain for
the Funds the records required by paragraphs (b)(5), (b)(6),
(b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act
and any additional records as agreed upon by Subadviser and
Manager. Subadviser agrees that all records that it maintains for
the Funds are the property of the Funds and Subadviser will
surrender promptly to the Funds any of such records upon the Funds'
request; provided, however, that Subadviser may retain a copy of
such records. Subadviser further agrees to preserve for the
periods prescribed under the 1940 Act any such records as are
required to be maintained by it pursuant to Section 1(a) hereof.
(d) Fidelity Bond and Code of Ethics. Subadviser will provide the
Funds with periodic written certifications that, with respect to
its activities on behalf of the Funds, Subadviser maintains (i)
adequate fidelity bond insurance and (ii) an appropriate Code of
Ethics and related reporting procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise the same
standard of care that it uses to protect its own confidential and
proprietary information, but no less than reasonable care, to
protect the confidentiality of the Portfolio Information. As used
herein "Portfolio Information" means confidential and proprietary
information of the Funds or Manager that is received by Subadviser
in connection with this Agreement, including information with
regard to the portfolio holdings and characteristics of the portion
of each of the Funds allocated to Subadviser that Subadviser
manages under the terms of this Agreement. Subadviser will
restrict access to the Portfolio Information to those employees of
Subadviser and its affiliates who will use it only for the purpose
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of managing its portion of the Funds and providing operational
support, reporting, and similar services related to the management
of the Funds. The foregoing shall not prevent Subadviser from
disclosing Portfolio Information that is (1) publicly known or
becomes publicly known through no unauthorized act, (2) rightfully
received from a third party without obligation of confidentiality,
(3) approved in writing by Manager for disclosure, or (4) required
to be disclosed pursuant to a requirement of a governmental agency
or law so long as Subadviser provides Manager with prompt written
notice of such requirement prior to any such disclosure. Manager
consents to the use of the name of the Manager and of the Funds in
marketing materials developed and distributed by or on behalf of
Subadviser.
2. Manager's Duties. Manager shall oversee and review Subadviser's
performance of its duties under this Agreement. Manager shall also
retain direct portfolio management responsibility with respect to any
assets of the Funds that are not allocated by it to the portfolio
management of Subadviser as provided in Section 1(a) hereof or to any
other subadviser. Manager will periodically provide to Subadviser a list
of the affiliates of Manager or the Funds (other than affiliates of
Subadviser) to which investment restrictions apply, and will specifically
identify in writing (a) all publicly traded companies in which the Funds
may not invest, together with ticker symbols for all such companies
(Subadviser may reasonably assume that any company name not accompanied
by a ticker symbol is not a publicly traded company), and (b) any
affiliated brokers and any restrictions that apply to the use of those
brokers by the Funds.
3. Documents Provided to Subadviser. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of the Funds'
Prospectus and SAI, and will promptly deliver to it all future amendments
and supplements, if any.
4. Compensation of Subadviser. Subadviser will bear all expenses in
connection with the performance of its services under this Agreement,
which expenses shall not include brokerage fees or commissions in
connection with the effectuation of securities transactions for the
Funds. For the services provided and the expenses assumed pursuant to
this Agreement, Manager will pay to Subadviser, effective from the date
of this Agreement, a fee which shall be accrued daily and paid monthly,
on or before the last business day of the next succeeding calendar month,
based on the Funds' assets allocated to Subadviser under this Agreement
at the annual rates as a percentage of such average daily net assets set
forth in the attached Schedule A, which Schedule may be modified from
time to time upon mutual written agreement of the parties to reflect
changes in annual rates, subject to any approvals required by the 0000
Xxx. For the purpose of determining fees payable to the Subadviser, the
value of each Fund's average daily assets allocated to Subadviser under
this Agreement shall be computed at the times and in the manner specified
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in the Funds' Prospectus or Statement of Additional Information as from
time to time in effect. If this Agreement becomes effective or
terminates before the end of any month, the fee for the period from the
effective date to the end of the month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion that such partial month bears to the full
month in which such effectiveness or termination occurs.
5. Representations of Subadviser. Subadviser represents and warrants as
follows:
(a) Subadviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has appointed a Chief
Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv)
has adopted written policies and procedures that are reasonably
designed to prevent violations of the Advisers Act and the 1940 Act
from occurring, detect violations that have occurred, and correct
promptly any violations that have occurred, and will provide
promptly notice of any material violations relating to the Funds to
Manager; (v) has met and will seek to continue to meet for so long
as this Agreement remains in effect, any other applicable federal
or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency; (vi) has the
authority to enter into and perform the services contemplated by
this Agreement; and (vii) will immediately notify Manager and the
Funds of the occurrence of any event that would disqualify
Subadviser from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or in the event
that Subadviser or any of its affiliates becomes aware that it is
the subject of an administrative proceeding or enforcement action
by the SEC or other regulatory authority. Subadviser further
agrees to notify Manager and the Funds immediately of any material
fact known to Subadviser concerning Subadviser that is not
contained in the Funds' registration statement, or any amendment or
supplement thereto, but that is required to be disclosed therein,
and of any statement contained therein that becomes untrue in any
material respect.
(b) Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide
Manager with a copy of the code of ethics. Within 60 days of the
end of the last calendar quarter of each year that this Agreement
is in effect, a duly authorized officer of Subadviser shall certify
to Manager that Subadviser has complied with the requirements of
Rule 17j-1 during the previous year and that there has been no
material violation of Subadviser's code of ethics or, if such a
violation has occurred, that appropriate action was taken in
response to such violation.
(c) Subadviser has provided Manager with a copy of its Form ADV Part
II, which as of the date of this Agreement is its Form ADV Part II as most
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recently deemed to be filed with the Securities and Exchange Commission ("SEC"),
and promptly will furnish a copy of all amendments thereto to Manager.
(d) Subadviser will promptly notify Manager of any changes in its
Controlling Members or Managers, or in the key personnel who are
either the portfolio manager(s) responsible for the Funds or the
Subadviser's Chief Executive Officer or President, or if there is
otherwise an actual or expected change in control or management of
Subadviser.
6. Representations of Manager. Manager represents and warrants as follows:
(a) Manager (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services
contemplated by this Agreement, (iii) has met and will seek to
continue to meet for so long as this Agreement remains in effect,
any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-
regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement;
and (v) will promptly notify Subadviser of the occurrence of any
event that would disqualify Manager from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the
1940 Act or otherwise.
7. Liability and Indemnification.
(a)Subadviser agrees to perform faithfully the services required to be
rendered by Subadviser under this Agreement, but nothing herein
contained shall make Subadviser or any of its officers, partners,
or employees liable for any loss sustained by the Funds or their
officers, directors, or shareholders, Manager, or any other person
on account of the services which Subadviser may render or fail to
render under this Agreement; provided, however, that nothing herein
shall protect Subadviser against liability to the Funds or their
officers, directors, shareholders, Manager, or any other person to
which Subadviser would otherwise be subject, by reason of its
willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of its reckless disregard
of its obligations and duties under this Agreement. Nothing in
this Agreement shall protect Subadviser from any liabilities that
it may have under the Securities Act of 1933, as amended, (the
"1933 Act"), the 1940 Act, or the Advisers Act. Subadviser does
not warrant that the portion of the assets of each of the Funds
managed by Subadviser will achieve any particular rate of return or
that its performance will match that of any benchmark index or
other standard or objective.
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(b)Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Subadviser, any of its affiliates, and any
of the officers, partners, employees, consultants, or agents
thereof shall not be liable for any losses, claims, damages,
liabilities, or litigation (including legal and other expenses)
incurred or suffered by the Funds, Manager, or any affiliated
persons thereof (within the meaning of Section 2(a)(3) of the 0000
Xxx) or controlling persons thereof (as described in Section 15 of
the 1933 Act) (collectively, "Fund and Manager Indemnitees") as a
result of any error of judgment or mistake of law by Subadviser
with respect to the Funds, except that nothing in this Agreement
shall operate or purport to operate in any way to exculpate, waive,
or limit the liability of Subadviser for, and Subadviser shall
indemnify and hold harmless the Fund and Manager Indemnitees
against, any and all losses, claims, damages, liabilities, or
litigation (including reasonable legal and other expenses) to which
any of the Fund and Manager Indemnitees may become subject under
the 1933 Act, the 1940 Act, the Advisers Act, or under any other
statute, at common law, or otherwise arising out of or based on (i)
any willful misconduct, bad faith, reckless disregard, or gross
negligence of Subadviser in the performance of any of its duties or
obligations hereunder; (ii) any untrue statement of a material fact
regarding the Subadviser contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or other
materials pertaining to the Funds or the omission to state therein
a material fact regarding the Subadviser which was required to be
stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance upon
written information furnished to Manager or the Funds by the
Subadviser Indemnitees (as defined below) for use therein; or (iii)
any violation of federal or state statutes or regulations by
Subadviser. It is further understood and agreed that Subadviser
may rely upon information furnished to it by Manager that it
reasonably believes to be accurate and reliable.
(c)Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Manager and the Funds shall not be liable
for any losses, claims, damages, liabilities, or litigation
(including legal and other expenses) incurred or suffered by
Subadviser or any of its affiliated persons thereof (within the
meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons
(as described in Section 15 of the 1933 Act) (collectively,
"Subadviser Indemnitees") as a result of any error of judgment or
mistake of law by Manager with respect to the Funds, except that
nothing in this Agreement shall operate or purport to operate in
any way to exculpate, waive, or limit the liability of Manager for,
and Manager shall indemnify and hold harmless the Subadviser
Indemnitees against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and other
expenses) to which any of the Subadviser Indemnitees may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, or
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under any other statute, at common law, or otherwise arising out of
or based on (i) any willful misconduct, bad faith, reckless
disregard, or gross negligence of Manager in the performance of any
of its duties or obligations hereunder; (ii) any untrue statement
of a material fact contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or other
materials pertaining to the Funds or the omission to state therein
a material fact which was required to be stated therein or
necessary to make the statements therein not misleading, unless
such statement or omission concerned Subadviser and was made in
reliance upon written information furnished to Manager or the Funds
by a Subadviser Indemnitee for use therein, or (iii) any violation
of federal or state statutes or regulations by Manager or the
Funds. It is further understood and agreed that Manager may rely
upon information furnished to it by Subadviser that it reasonably
believes to be accurate and reliable.
(d)After receipt by Manager, the Funds, or Subadviser, their
affiliates, or any officer, director, employee, or agent of any of
the foregoing, entitled to indemnification as stated in (a) or (b)
above ("Indemnified Party") of notice of the commencement of any
action, if a claim in respect thereof is to be made against any
person obligated to provide indemnification under this section
("Indemnifying Party"), such Indemnified Party shall notify the
Indemnifying Party in writing of the commencement thereof as soon
as practicable after the summons or other first written
notification giving information about the nature of the claim that
has been served upon the Indemnified Party; provided that the
failure to so notify the Indemnifying Party will not relieve the
Indemnifying Party from any liability under this section, except to
the extent that such Indemnifying Party is damaged as a result of
the failure to give such notice. The Indemnifying Party, upon the
request of the Indemnified Party, shall retain counsel satisfactory
to the Indemnified Party to represent the Indemnified Party in the
proceeding, and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (1) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of
such counsel, or (2) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying
Party and the Indemnified Party and representation by both parties
by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected
without its written consent, which consent shall not be
unreasonably withheld, but if settled with such consent or if there
be a final judgment for the plaintiff, the Indemnifying Party
agrees to indemnify the Indemnified Party from and against any loss
or liability by reason of such settlement or judgment.
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8. Duration and Termination.
(a)Unless sooner terminated as provided herein, this Agreement shall
continue in effect for a period of more than two years from the
date written above only so long as such continuance is specifically
approved at least annually in conformity with the requirements of
the 1940 Act. Thereafter, if not terminated, this Agreement shall
continue automatically for successive periods of 12 months each,
provided that such continuance is specifically approved at least
annually (i) by a vote of a majority of the Board members who are
not parties to this Agreement or interested persons (as defined in
the 0000 Xxx) of any such party, and (ii) by the Board or by a vote
of the holders of a majority of the outstanding voting securities
(as defined in the 0000 Xxx) of the Funds.
(b)Notwithstanding the foregoing, this Agreement may be terminated at
any time, without the payment of any penalty, by the Board or by
vote of a majority of the outstanding voting securities (as defined
in the 0000 Xxx) of one or more of the Funds on 60 days' written
notice to Subadviser. This Agreement may also be terminated,
without the payment of any penalty, by Manager (i) upon 60 days'
written notice to Subadviser; (ii) upon material breach by
Subadviser of any representations and warranties set forth in this
Agreement, if such breach has not been cured within 20 days after
written notice of such breach; or (iii) immediately if, in the
reasonable judgment of Manager, Subadviser becomes unable to
discharge its duties and obligations under this Agreement,
including circumstances such as the insolvency of Subadviser or
other circumstances that could adversely affect the Funds.
Subadviser may terminate this Agreement at any time, without
payment of any penalty, (1) upon 60 days' written notice to
Manager; or (2) upon material breach by Manager of any
representations and warranties set forth in the Agreement, if such
breach has not been cured within 20 days after written notice of
such breach. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 0000 Xxx) or upon the
termination of the Management Agreement.
(c)In the event of termination of the Agreement, those sections of the
Agreement which govern conduct of the parties' future interactions
with respect to the Subadviser having provided investment
management services to the Funds for the duration of the Agreement,
including, but not limited to, Sections 1(a)(iv)(A), 1(e), 7, 14,
16, and 17, shall survive such termination of the Agreement.
9. Subadviser's Services Are Not Exclusive. Nothing in this Agreement shall
limit or restrict the right of Subadviser or any of its partners,
officers, or employees to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of
any business, whether of a similar or a dissimilar nature, or limit or
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restrict Subadviser's right to engage in any other business or to render
services of any kind to any other mutual fund, corporation, firm,
individual, or association.
10. References to Subadviser.
(a) The name "NACM" is the property of Subadviser for copyright and
other purposes. Subadviser agrees that, for so long as Subadviser
is the sole subadviser of any Fund, the name "NACM" may be used in
the name of such Fund and that such use of the name "NACM" may
include use of the name in prospectuses, reports, and sales
materials.
(b) During the term of this Agreement, Manager agrees to furnish to
Subadviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other
material prepared for distribution to sales personnel, shareholders
of the Funds or the public, which refer to Subadviser or its
clients in any way, prior to use thereof and not to use such
material if Subadviser reasonably objects in writing five business
days (or such other time as may be mutually agreed upon) after
receipt thereof. Sales literature may be furnished to Subadviser
hereunder by first-class or overnight mail, electronic or facsimile
transmission, or hand delivery. Subadviser's right to object to
such materials is limited to the portions of such materials that
expressly relate to Subadviser, its services, and its clients.
11. Notices. Any notice under this Agreement must be given in
writing as provided below or to another address as either party
may designate in writing to the other.
Subadviser:
Xxxxx Xxxxxx, Managing Director
Xxxxxxxx-Xxxxxxxxx Capital Management LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 00[xx] Xxxxx
Xxx Xxxx, XX 00000
Fax: 000.000.0000
with a copy to:
Xxxxxxx X. Field, General Counsel
Xxxxxxxx-Xxxxxxxxx Capital Management LLC
000 Xxxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Tel: 000.000.0000
Fax: 000.000.0000
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Manager:
Xxxxxxx X. Xxxxxx, President
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Fax: 000-000-0000
with a copy to:
H. Xxxxx xxx Xxxxx, Chief Legal Officer
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
12. Amendments. This Agreement may be amended by mutual agreement in
writing, subject to approval by the Board and the Funds' shareholders to
the extent required by the 1940 Act.
13. Assignment. Subadviser shall not make an assignment of this Agreement
(as defined in the 0000 Xxx) without the prior written consent of the
Funds and Manager. Notwithstanding the foregoing, no assignment shall be
deemed to result from any changes in the directors, officers, or
employees of Manager or Subadviser except as may be provided to the
contrary in the 1940 Act or the rules and regulations thereunder.
14. Governing Law. This Agreement, and, in the event of termination of the
Agreement, those sections that survive such termination of the Agreement
under Section 8, shall be governed by the laws of the State of Minnesota,
without giving effect to the conflicts of laws principles thereof, or any
applicable provisions of the 1940 Act. To the extent that the laws of
the State of Minnesota, or any of the provision of this Agreement,
conflict with applicable provisions of the 1940 Act, the latter shall
control.
15. Entire Agreement. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
16. Severability. Should any part of this Agreement be held invalid by a
court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement and, in the event
of termination of the Agreement, those sections that survive such
termination of the Agreement under Section 8, shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.
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17. Interpretation. Any questions of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such
term or provision in the 1940 Act and to interpretation thereof, if any,
by the federal courts or, in the absence of any controlling decision of
any such court, by rules, regulations, or orders of the SEC validly
issued pursuant to the 1940 Act. Where the effect of a requirement of
the 1940 Act reflected in any provision of this Agreement is altered by a
rule, regulation, or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation, or order.
18. Headings. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
19. Authorization. Each of the parties represents and warrants that the
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action by such party and when so executed and
delivered, this Agreement will be the valid and binding obligation of
such party in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ALLIANZ INVESTMENT XXXXXXXX-XXXXXXXXX
MANAGEMENT LLC CAPITAL MANAGEMENT LLC
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Field
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Field
Title: President Title: General Counsel
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SCHEDULE A
Compensation pursuant to Section 4 of this Subadvisory Agreement shall be
calculated in accordance with the following schedule:
Average Daily Net Assets Rate
All assets 0.55%
The rates set forth above apply to average daily net assets that are subject to
Subadviser's investment discretion in the following Fund:
AZL NACM International Growth Fund
Date: October 23, 2009
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