SUBADVISER TRANSITION AGREEMENT
This Subadviser Transition Agreement is made as of the 26[th] day of
October, 2009, by and between Allianz Investment Management LLC, a Minnesota
limited liability company ("Manager"), and Xxxxx Xxxxx Management, a
Massachusetts business trust ("Subadviser").
Pursuant to an investment management agreement, Manager acts as
investment adviser to AZL Xxx Xxxxxx Xxxxxxxx Fund (the "Fund"), a series of the
Allianz Variable Insurance Products Trust, a Delaware statutory trust and a
registered investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). Manager and Subadviser expect to execute a Subadvisory
Agreement, effective on or about October 26, 2009, pursuant to which Subadviser
will provide investment advisory services to the Fund, to be renamed the AZL
Xxxxx Xxxxx Large Cap Value Fund.
Pursuant to a Transition Agreement between Manager and State Street Bank
and Trust Company, Manager will engage State Street to act as Transition Manager
for the Fund in restructuring the portfolio of securities held by the Fund in
connection with the subadviser change. Transition Manager will be authorized to
utilize an internal securities cross-trading system or place securities orders
with affiliated broker-dealers.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. The Transition Period.
Subadviser agrees to provide to Manager or Transition Manager, when and
as reasonably requested, a list (the "Target Portfolio List") of all
securities or other assets that Subadviser believes would be in the best
interests of the Fund to have in its portfolio on or about October 26,
2009. The list will include either a share value or a weighting within
the total new portfolio for each security or other asset, the CUSIP of
each such security, and such other information as may be necessary to
identify the securities or other assets listed.
During the transition period (defined below), Subadviser will notify
Transition Manager promptly of any changes Subadviser wishes to make to
the Target Portfolio List or to the securities held by the Fund.
During the transition period, the Fund's custodian or Transition Manager
will provide Subadviser with timely notice and all necessary information
regarding corporate actions that affect the Fund's securities. Subadviser
subsequently will provide necessary instructions on a timely basis to
Transition Manager to address any such corporate actions; Transition
Manager will be responsible for to all such corporate actions in
accordance with Subadviser's instructions.
When Transition Manager has completed its restructuring of the portfolio
of securities held by the Fund and the transition trades have settled,
Transition Manager or the Fund's custodian will provide to Subadviser a
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certified list of the securities held by the Fund. Subadviser will
promptly analyze the certified list, identify any discrepancies, and
request Transition Manager to correct any discrepancies identified. Once
Subadviser determines that Transition Manager has corrected any
discrepancies identified, or that there are no discrepancies identified,
Subadviser will promptly notify Manager that the certified list is
satisfactory.
The transition period begins on the date Subadviser provides the Target
Portfolio List to Manager or Transition Manager, and ends when it
notified Manager that the certified list is satisfactory.
2. Responsibility for Transition Manager Performance.
Manager acknowledges and agrees that it is responsible for all matters
relating to the decision to retain, and for all actions by, Transition
Manager. In particular, Subadviser shall have no obligation, under the
1940 Act, the Investment Advisers Act of 1940, or otherwise, to Manager
or the Fund with respect to the selection of, and services provided by,
Transition Manager.
In addition, Manager agrees to indemnify and hold harmless Subadviser
from and against any and all losses, claims, damages or liabilities
(including reasonable attorney's fees) threatened to be or actually
asserted against or incurred by the Fund, Subadviser, Manager, Transition
Manager, or any other persons arising from or related to the following:
(i) Manager's selection of Transition Manager;
(ii) Services provided by Transition Manager to the Fund
(including, but not limited to, any obligations of best
execution);
(iii) Any incomplete or erroneous information provided to
Subadviser by Manager, Transition Manager or the Fund's
custodian in connection with the transition;
(iv) Any discrepancies between the Target Portfolio List provided
by Subadviser and the portfolio of securities and/or assets
assembled by Transition Manager;
(v) Any trades executed by Transition Manager that fail to
settle or that settle improperly;
(vi) The management of the Fund prior to the effectiveness of the
Subadvisory Agreement;
(vii) Subadviser's limited ability to manage the Fund during the
transition period, and any delay in Subadviser's ability to
fully manage the Fund thereafter, such as a delay in the end
of the transition period caused by any if the above factors
during the transition period;
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(viii) Any adverse impact on the investment performance of the Fund
or other adverse impact on the Fund that results from any of
the above factors during the transition period; or
(ix) Any actions taken by Subadviser in reasonable reliance on
the certified list provided to Subadviser by Transition
Manager or the Fund's custodian.
Notwithstanding the foregoing, Subadviser, and not Manager, is
responsible for any error which resulted from misidentifying the correct
security or the intended amount of a security to be purchased or sold on
the Target Portfolio List or any other later written instruction provided
by the Subadviser during the transition period.
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 XXXXX XXXXX
MANAGEMENT LLC MANAGEMENT
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx Gemma
Name: Xxxxx Xxxxxx Name: Xxxxxxx Gemma
Title: Vice President Title: Vice President
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