INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(9)
AGREEMENT made as of the 16th day of January, 2009, by and between PREMIER VIT
(formerly called PIMCO Advisors VIT, before that, OCC Accumulation Trust, before that, Quest for
Value Accumulation Trust and before that, Quest for Value Asset Builder Trust), a Massachusetts
business trust (the “Fund”) and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited
liability company (the “Manager”).
WHEREAS, the Fund is an open-end, diversified, management investment company, organized in
“series” form and comprised of six separate investment portfolios (the “Portfolios” or the
“Series”) and is registered with the Securities and Exchange Commission (the “Commission”)
pursuant to the Investment Company Act of 1940 (the “ 1940 Act”);
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth,
the Fund and the Manager agree as follows:
1. General Provisions
The Fund hereby employs the Manager and the Manager hereby undertakes to act as the investment
adviser of the Fund in connection with and for the benefit of each Portfolio, including any
Portfolio hereafter created, and to perform for the Fund and for each of the Portfolios such other
duties and functions in connection with each Portfolio for the period and on such terms as set
forth in this Agreement. The Manager shall, in all matters, give to the Fund and its Board of
Trustees (the “Trustees”) the benefit of its best judgment, effort, advice and recommendations and
shall at all times conform to, and use its best efforts to enable the Fund to conform to:
(a) the provisions of the 1940 Act and any rules or regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the Declaration of Trust and By-Laws of the Fund as amended
from time to time;
(d) the policies and determinations of the Trustees;
(e) the investment objectives and policies and investment restrictions of each
Portfolio as reflected in the registration statement of the Fund under the 1940 Act
or
as such objectives, policies and restrictions may from time to time be amended; and
(f) the prospectus, if any, of the Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available upon reasonable notice
for consultation with any of the Trustees or officers with respect to any matters dealing with the
Fund’s business affairs, including the valuation of any securities held by the Fund for the
benefit of any Portfolio that are either not registered for public sale or not being traded on any
securities market.
2. Investment Management
(a) The Manager shall, subject to the direction and control by the Trustees,
separately with respect to each Portfolio: (i) regularly provide investment advice
and recommendations to the Fund with respect to it’s investments, investment
policies, and the purchase and sale of securities and commodities; (ii) supervise
continuously and determine the securities and commodities to be purchased or sold by
the Fund and the portion, if any, of the Fund’s assets to be held uninvested; and
(iii) arrange, subject to the provisions of Section 6 hereof, for the purchase and
sale of securities, commodities and other investments by the Fund.
(b) The Manager may obtain investment information, research or assistance from any
other person, firm or corporation to supplement, update or otherwise improve its
investment management services, including entering into sub-advisory agreements with
other affiliated or unaffiliated registered investment advisers in order to obtain
specialized services; provided, however, that the Fund shall not be required to pay
any compensation other than as provided by the terms of this Agreement and subject
to the provisions of Section 5 hereof.
(c) So long as the Manager shall have acted with due care and in good faith, the
Manager shall not be liable to the Fund or its shareholders for any error in
judgment, mistake of law, or any other act or omission in the course of or
connected with, rendering services hereunder, including without limitation, any
losses which may be sustained by the Fund or its shareholders as a result of the
purchase, holding, redemption, or sale of any security by the Fund irrespective of
whether the determinations of the Manager relative thereto shall have been based,
in whole or in part, upon the investigation, research or recommendation of any
other individual, firm or corporation believed by the Manager to be reliable.
Nothing herein contained shall, however, be construed to protect the Manager
against any liability to the Fund or its shareholders arising out of the Manager’s
willful misfeasance, bad faith, or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties under this Agreement.
(d) Nothing in this Agreement shall prevent the Manager, any parent, subsidiary or
affiliate, or any director or officer thereof, from acting as investment adviser
for any other person, firm, or corporation, and shall not in any way limit or
restrict the Manager or any of its directors, officers, stockholders or employees
from buying, selling or trading any securities or commodities for its or their own
account or for the account of others for whom it or they may be acting, if such
activities will not adversely affect or otherwise impair the performance by the
Manager of its duties and obligations under this Agreement.
3. Other Duties of the Manager
The Manager shall, at its own expense, provide and supervise the activities of all
administrative and clerical personnel and shall be required to provide effective corporate
administration for the Fund, including (1) coordination of the functions of accountants, counsel
and other parties performing services for the Fund, (2) the preparation and filing of such reports
related
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to the Fund or to any Portfolio as shall be required by federal securities laws and various state
“blue sky” laws, (3) composition of periodic reports with respect to its operations for
shareholders of the Fund and (4) composition of proxy materials for meetings of the Fund’s
shareholders.
4. Allocation of Expenses
The Manager will bear all costs and expenses of its employees and overhead incurred by it in
connection with its duties hereunder except as noted in Section 5 below. All other expenses (other
than those to be paid by the Fund’s distributor under a distribution agreement), shall be paid by
the Fund, including, but not limited to:
(a) interest expense, taxes and governmental fees;
(b) brokerage commissions and other expenses incurred in acquiring or disposing of
the Fund’s securities and commodities holdings;
(c) insurance premiums for fidelity and other coverage requisite to the Fund’s
operations;
(d) fees of the Trustees other than those who are interested persons of the Fund
and out-of-pocket travel expenses for all Trustees and other expenses incurred by
the Fund in connection with Trustees’ meetings;
(e) outside legal, accounting and audit expenses;
(f) custodian, dividend disbursing, and transfer agent fees and expenses;
(g) expenses in connection with the issuance, offering, sale or underwriting of
securities issued by the Fund, including preparation of stock certificates;
securities issued by the Fund, including preparation of stock certificates;
(h) fees and expenses, other than as hereinabove provided, incident to the
registration or qualification of the Fund’s shares for sale with the Commission and
in various states and foreign jurisdictions;
(i) expenses of printing and mailing reports and notices and proxy material to the
Fund’s shareholders;
(j) all other expenses incidental to holding meetings of the Fund’s
shareholders;
(k) expenses of organizing the Fund; and
(l) such extraordinary non-recurring expenses as may arise, including litigation
affecting the Fund and the legal obligation the Fund may have to indemnify its
officers and Trustees with respect thereto.
Notwithstanding the foregoing, the Manager shall pay all salaries and fees of each of the
Fund’s officers and Trustees who are interested persons of the Manager.
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5. Compensation of the Manager
(a) The Fund agrees to pay the Manager, and the Manager agrees to accept as full
compensation for the performance of all its functions and duties to be performed hereunder,
a fee based on the total net assets of each Portfolio at the end of each business day.
Determination of net asset value of each Portfolio will be made in accordance with the
policies disclosed in the Fund’s registration statement under the 1940 Act. The fee is
payable at the close of business on the last day of each calendar month and shall be made
on the first business day following such last calendar day. The payment due on such day
shall be computed by (1) adding together the results of multiplying (i) the total net
assets of each Portfolio on each day of the month by (ii) the applicable daily fraction of
the annual advisory fee percentage rate for such Portfolio as set forth on Schedule A
hereto and then (2) adding together the total monthly amounts computed for each Portfolio.
(b) In the event the operating expenses (net of any expense offsets) of the Fund,
including any amounts payable to the Manager pursuant to subsection (a) hereof, but
excluding the amount of any interest, taxes, brokerage commissions, distribution fees, and
extraordinary expenses (including but not limited to legal claims and liabilities and
litigation costs and any indemnification related thereto) paid or payable by the Fund for
any fiscal year ending on a date during which this Agreement is in effect, exceed the most
restrictive state law provisions in effect in states where the Fund is qualified to be
sold, the Manager will pay or refund to the Fund any such excess
amount. In addition, the Manager shall waive any amounts payable to the Manager pursuant to subsection (a) hereof,
and reimburse the Fund such that total operating expenses (net of any expense offsets) of
each of the Portfolios of the Fund do not exceed 1.00% of their respective average daily
net assets. Whenever the expenses of a Portfolio exceed a pro rata portion of the expense
limitations stated above, the monthly amount payable to the Manager will be reduced or
postponed in the amount of such excess.
6. Portfolio Transactions and Brokerage
(a) The Manager is authorized, in arranging the purchase and sale of the Fund’s
portfolio securities, to employ or deal with such members of securities exchanges
and brokers or dealers (“broker/dealer”), as may, in the Manager’s best judgment
based on all relevant factors, implement the policy of the Fund to obtain, at
reasonable expense, the “best execution” (prompt and reliable execution of the
Fund’s securities transactions at the most favorable security prices obtainable of the
Fund’s securities transactions) as well as to obtain, consistent with the provisions of
subparagraph (c) of this Section 6, the benefit of such investment information or
research as will be of significant assistance to the Manager in the performance of its
functions and duties under this Agreement.
(b) The Manager shall select broker/dealers to effect the Fund’s securities
transactions on the basis of its estimate of the ability of such broker/dealers to obtain
best execution of particular and related securities transactions. The ability of a
broker/dealer to obtain best execution of particular securities transaction(s) will be
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judged by the Manager on the basis of all relevant factors and considerations, including, insofar
as feasible, the execution capabilities required by the transactions; the ability and willingness
of the broker/dealer to facilitate the Fund’s securities transactions by participating therein for
its own account; the importance to the Fund of speed, efficiency or confidentiality; the
broker/dealer’s apparent familiarity with sources from or to whom particular securities might be
purchased or sold; and any other matters relevant to the selection of a broker/dealer for
particular and related transactions of the Fund.
(c) The Manager shall have discretion, in the interests of the Fund, to allocate brokerage on the
Fund’s securities transactions to broker/dealers qualified to provide best execution of such
transactions who provide brokerage and/or research services (as such services are defined in
Section 28(e)(3) of the Securities Exchange Act of 1934 (the “1934 Act”)) for the Fund and/or other
accounts for which the Manager exercises investment discretion (as that term is defined in Section
3(a)(35) of the 0000 Xxx) and to cause the Fund to pay such broker/dealers a commission for
effecting a securities transaction for the Fund that is in excess of the amount of commission
another broker/dealer adequately qualified to effect such transaction would have charged for
effecting that transaction, if the Manager determines, in good faith, that such commission is
reasonable in relation to the value of the brokerage and/or research services provided by such
broker/dealer, viewed in terms of either that particular transaction or the Manager’s overall
responsibilities with respect to the accounts as to which it exercises investment discretion. In
reaching such determination, the Manager will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided by such broker/dealer. In
demonstrating that such determinations were made in good faith, the Manager shall be prepared to
show that all commissions were allocated to such broker/dealers for purposes contemplated by this
Agreement and that the total commissions paid by the Fund over a representative period selected by
the Trustees were reasonable in relation to the benefits received by the Fund. Such research
information may be in written form or through direct contact with individuals, and may include
information on particular companies and industries as well as market, economic or institutional
activity areas.
(d) The Manager shall have no duty or obligation to seek advance competitive bidding for the most
favorable commission rate applicable to any particular securities transactions or to select any
broker/dealer on the basis of its purported or “posted” commission rate, although it will, to the
best of its ability, endeavor to be aware of the current level of the charges of eligible
broker/dealers and to minimize the expense incurred by the Fund for effecting its securities
transactions to the extent consistent with the interests and policies of the Fund as established
by the determinations of the Trustees and the provisions of this Section 6.
(c) Sales of shares of the Fund and/or shares of the other investment companies managed by the
Manager or distributed by the Fund’s distributor may, subject to applicable rules covering the
distributor’s activities in this area, also be considered as a factor in the direction of
securities transactions to dealers, but only in conformity with the price, execution and
other considerations and practices
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discussed above. Those other investment companies may also give similar
consideration relating to the sale of the Fund’s shares.
(f) When orders to purchase or sell the same security on identical terms are placed
by more than one of the funds and/or other advisory accounts managed by the Manager
or its affiliates, the transactions are generally executed as received, although a
fund or advisory account that does not direct trades to a specific broker (“free
trades”) usually will have its order executed first. Purchases are combined where
possible for the purpose of negotiating brokerage commissions, which in some cases
might have a detrimental effect on the price or volume of the security in a
particular transaction as far as the Fund is concerned. Orders placed by accounts
that direct trades to a specific broker will generally be executed after the free
trades. All orders placed on behalf of the Fund are considered free trades.
However, having an order placed first in the market does not necessarily guarantee
the most favorable price.
7. Duration
This Agreement will become effective as of the date hereof. This Agreement will continue in
effect for two years from the date hereof and thereafter (unless sooner terminated in accordance
with this agreement) for successive periods of twelve months so long as each continuance shall be
specifically approved at least annually with respect to each Portfolio by (1) the vote of a
majority of those Trustees who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such approval, and (2) a
majority of the Trustees or of a majority of the outstanding voting securities of the respective
Portfolios of the Fund.
8. Termination
This Agreement may be terminated (i) by the Manager at any time, without payment of any
penalty upon giving the Fund ninety (90) days’ written notice (which notice may be waived by the
Fund); or (ii) by the Fund at any time, without payment of any penalty upon sixty (60) days’
written notice to the Manager (which notice may be waived by the Manager), provided that such
termination by the Fund shall be directed or approved by the vote of the majority of all of the
Trustees or by the vote of a majority of the outstanding voting securities of the Portfolios of
the Fund with respect to which notice of termination has been given to the Manager.
9. Amendment or Assignment
This Agreement may be amended with respect to a Portfolio only if such amendment is
specifically approved by (i) the vote of the outstanding voting securities of such Portfolio and
(ii) a majority of the Trustees, including a majority of those Trustees who are not parties to
this Agreement or interested persons of such party, cast in person at a meeting called for the
purpose of voting on such approval, provided that this Agreement may be amended to add a new
Portfolio or delete an existing Portfolio without a vote of the shareholders of any other
Portfolio covered by this Agreement. This Agreement shall automatically and immediately terminate
in the event of its assignment, as that term is defined in the 1940 Act and the rules thereunder
provided.
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10. Governing Law
This Agreement shall be interpreted in accordance with the laws of the State of
New York and the applicable provisions of the 1940 Act, other securities laws and rules
thereunder. To the extent that the applicable laws of the State of New York, other
securities laws or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
11. Severability
If any provisions of this Agreement shall be held or made unenforceable by a
court decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
12. Definitions
As used in this Agreement, the terms “interested person” and “vote of a majority
of the outstanding securities” shall have the respective meanings set forth in
Sections 2(a)(19) and 2(a)(42) of the 1940 Act.
13. No Liability of Shareholders
This Agreement is executed by the Trustees of the Fund, not individually, but
rather in their capacity as Trustees under the Declaration of Trust made May 12, 1994.
None of the Shareholders, Trustees, officers, employees, or agents of the Fund shall
be personally bound or liable under this Agreement, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder but only to
the property of the Fund and, if the obligation or claim relates to the property held
by the Fund for the benefit of one or more but fewer than all Portfolios, then only to
the property held for the benefit of the affected Portfolio.
14. Notice of Change in Partnership of Manager
The Manager agrees to notify the Fund within a reasonable period of time
regarding a material change in the membership of the Manager.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
| PREMIER VIT | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxxxx
|
|||||
|
Title: | President & Chief Executive Officer |
||||
| ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC | ||||||
| By: Name: |
/s/ E. Xxxxx Xxxxx Jr.
|
|||||
| Title: | Chief Executive Officer | |||||
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Schedule A
to
Investment Advisory Agreement between Premier VIT and Allianz Global Investors Fund
Management LLC
to
Investment Advisory Agreement between Premier VIT and Allianz Global Investors Fund
Management LLC
| Name of Series | Annual Fee as a Percentage of Daily Net Assets | |
Equity Portfolio
|
0.80% on first $400 million | |
| 0.75% on next $400 million | ||
| 0.70% thereafter | ||
Mid Cap Portfolio
|
0.80% on first $400 million | |
| 0.75% on next $400 million | ||
| 0.70% thereafter | ||
Small Cap Portfolio
|
0.80% on first $400 million | |
| 0.75% on next $400 million | ||
| 0.70% thereafter | ||
Managed Portfolio
|
0.80% on first $400 million | |
| 0.75% on next $400 million | ||
| 0.70% thereafter | ||
Balanced Portfolio
|
0.80% on first $400 million | |
| 0.75% on next $400 million | ||
| 0.70% thereafter | ||
Dividend Value Portfolio
|
0.80% on first $400 million | |
| 0.75% on next $400 million | ||
| 0.70% thereafter |
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