SUBADVISORY AGREEMENT
Agreement made as of the 13th day of June, 2007, by and between Allianz
Life Advisers, LLC, a Minnesota limited liability company ("Manager"), and
Xxxxxx Investment Partners, Inc., a Pennsylvania corporation ("Subadviser").
WHEREAS the fund listed in Schedule A (the "Fund") is a series of the
Allianz Variable Insurance Products 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 Fund pursuant to which Manager provides
investment advisory services to the Fund in accordance with the terms and
conditions set forth in this Agreement.
WHEREAS Manager and the Fund each desire to retain Subadviser to
provide investment subadvisory services to the Fund, and Subadviser is willing
to render such investment subadvisory 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 Fund's
Board of Trustees (the "Board"), Subadviser shall manage the
investment operations and the composition of that portion of assets of
the Fund which is allocated to Subadviser from time to time by Manager
(which portion may include any or all of the Fund's assets), including
the purchase, retention, and disposition thereof, in accordance with
the Fund's 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 the Fund allocated to it
by Manager, and what portion of such assets will be invested or
held uninvested as cash. Subadviser is prohibited from consulting
with any other subadviser of the Fund concerning transactions of
the Fund 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 Fund gives written
instructions to the contrary, Subadviser shall vote, or abstain
from voting, all proxies it has timely received with respect to
companies whose securities are held in that portion of the Fund
allocated to it by Manager, using its best good faith judgment to
vote, or abstain
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from voting, such proxies in the manner that best serves the
interests of the Fund's shareholders. Subadviser shall have no
obligation to vote or abstain from voting any proxies relating to
securities loaned by the Fund unless the matter to be voted upon
is sufficiently material to require recall of the loaned security
or securities in order to permit voting or abstention from voting
any such proxies in accordance with published positions of the
Securities and Exchange Commission ("SEC"), in which case
Subadviser shall promptly notify Manager of the need to recall
the loaned security or securities. Subadviser shall not be
responsible for pursuing rights, including class action
settlements, relating to the purchase, sale, or holding of
securities by the Fund; provided, however, that Subadviser shall
forward to Manager any notice of any such potential claim it has
received and reasonably 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) 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 Fund, 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; and (E) any policies and
procedures of Subadviser communicated to the Fund and/or Manager.
(iii) PORTFOLIO TRANSACTIONS.
(A) TRADING. With respect to the securities and other
investments to be purchased or sold for the Fund, 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 the 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 extent
permitted by applicable law, consider the research and/or
brokerage services provided by, and the financial
responsibility of, brokers or dealers, or
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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 to be in the best
interest of the Fund 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 Fund 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 Fund's custodian and the Fund's administrator
information relating to all transactions concerning the Fund's
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 Fund's 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 the Fund 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 material fact or omit to state a material fact
necessary to make the information and commentary not misleading, and
(B) provide additional subcertifications related to Subadviser's
management of the Fund in order to support the
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Fund's filings on Form N-CSR and Form N-Q, and the Fund's 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 Fund, 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 Fund's 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 Fund
required under the 1940 Act. Subadviser shall maintain for the Fund
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 Fund are the property of
the Fund and Subadviser will surrender promptly to the Fund any of
such records upon the Fund's 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 Fund
with periodic written certifications that, with respect to its
activities on behalf of the Fund, 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 Fund 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 the Fund
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 who will use it only for
the purpose of managing its portion of the Fund. 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
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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.
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 Fund
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 Fund (other than affiliates of Subadviser) to which investment
restrictions apply, and will specifically identify in writing (a) all
publicly traded companies in which the Fund may not invest, together with
ticker symbols for all such companies (Subadviser will 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 Fund.
3. DOCUMENTS PROVIDED TO SUBADVISER. Manager has delivered or will deliver to
Subadviser current copies and supplements thereto of the Fund's 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 Fund. 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 Fund's 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 the Fund's average daily assets allocated to
Subadviser under this Agreement shall be computed at the times and in the
manner specified in the Fund's 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
5
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 Fund 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 Fund 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 Fund
immediately of any material fact known to Subadviser concerning
Subadviser that is not contained in the Fund's 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 has provided 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
recently deemed to be filed with the Securities and Exchange
Commission, and promptly will furnish a copy of all material
amendments thereto to Manager.
(d) Subadviser will promptly notify Manager of any changes in its
Controlling Shareholders or in the key personnel who are either the
portfolio manager(s) responsible for the Fund or the Subadviser's
Chief Executive
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Officer or President, or if there is otherwise an actual or expected
change in control or management of Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates will in
any way refer directly or indirectly to its relationship with the Fund
or Manager, or any of their respective affiliates in offering,
marketing, or other promotional materials without the prior written
consent of Manager.
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.
(b) Manager agrees that neither it nor any of its affiliates will in any
way refer directly or indirectly to its relationship with Subadviser,
or any of its affiliates in offering, marketing, or other promotional
materials without the prior written consent of Subadviser, which
consent shall not be unreasonably withheld.
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 Fund or its 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 Fund or its 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 the Fund
managed by Subadviser will achieve any particular rate of return or
that its
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performance will match that of any benchmark index or other standard
or objective.
(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 Fund, 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 Fund, 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 Fund 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 Fund 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 Fund 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
Fund, 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
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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 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 Fund 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 Fund by a Subadviser
Indemnitee for use therein, or (iii) any violation of federal or state
statutes or regulations by Manager or the Fund. 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 Fund, 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
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Indemnifying Party agrees to indemnify the Indemnified Party from and
against any loss or liability by reason of such settlement or
judgment.
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 1940
Act) of the Fund.
(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 the Fund 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 Fund. 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 Fund 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
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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 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 "Xxxxxx" is the property of Subadviser for copyright and
other purposes. Subadviser agrees that, for so long as Subadviser is
the Fund's sole subadviser, the name "Xxxxxx" may be used in the name
of the Fund and that such use of the name "Xxxxxx" 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 Fund 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:
Xxxxxx Investment Partners, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Client Service Department
with a copy to:
Xxxxx X. XxXxxxx, Esq.
General Counsel and Chief Compliance Officer
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, 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 Fund's 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
Fund 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.
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 LIFE ADVISERS, LLC XXXXXX INVESTMENT PARTNERS, INC.
By: /s/ Xxxxx Xxxxxx By: Xxxxx X. XxXxxxx
----------------------- ------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx X. XxXxxxx
Title: Vice President Title: General Counsel and
Chief Compliance Officer
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
in accordance with the following schedule:
AVERAGE DAILY NET ASSETS* RATE
------------------------ ----
First $50 million 0.50%
Next $50 million 0.40%
Thereafter 0.35%
*When average daily net assets exceed the first breakpoint, multiple rates will
apply, resulting in a blended rate. For example, if average daily net assets are
$200 million, a rate of 50 bps would apply to $50 million, a rate of 40 bps
would apply to $50 million, and a rate of 35 bps would apply to the remaining
$100 million.
The rates set forth above apply to average daily net assets that are subject to
the Subadviser's investment discretion in the following fund:
AZL(SM) Xxxxxx Small Cap Growth Fund
Date: June 13, 2007
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