SUBADVISORY AGREEMENT
Agreement made as of the 6th day of July, 2006, by and between Allianz
Life Advisers, LLC, a StateMinnesota limited liability company ("Manager"), and
Columbia Management Advisors, LLC, a placeStateDelaware limited liability
company ("Subadviser").
WHEREAS the fund listed in Schedule A (the "Fund") is a series of
Allianz Variable Insurance Products Trust (the "Trust"), a placeStateDelaware
business 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
with the Trust dated April 27, 2001 (the "Management Agreement"), a copy of
which has been provided to Subadviser, 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 advisory services to the Fund, 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 Fund's
Board of Trustees (the "Board"), Subadviser shall manage the
investments 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 as stated in
the Fund's then current registration statement filed with the
Securities and Exchange Commission (the "SEC"), as from time to time
amended (the "Registration Statement"), 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
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proxies 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 from voting, such
proxies in the manner that best serves the interests of the
Fund's shareholders. 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 provide notice to
Manager of any such potential claim of which it becomes aware 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) Registration
Statement; (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 by the Board 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 Registration Statement, 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 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. Subadviser
may also take into account the price (including the
applicable brokerage commission or dollar spread), the size
of the order, the
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nature of the market for the security, the timing of the
transaction, the reputation, the experience and financial
stability of the broker-dealer involved, the quality of the
service, the difficulty of execution, and the execution
capabilities and operational facilities of the firms
involved, and the firm's risk in positioning a block of
securities. Accordingly, the price to the Fund in any
transaction may be less favorable than that available from
another broker-dealer if the difference is reasonably
justified, in the judgment of Subadviser, by other aspects
of the portfolio execution services offered.
Subject to such policies as the Board may determine and
consistent with Section 28(e) of the Securities Exchange Act
of 1934, as amended, Subadviser may effect a transaction on
behalf of the Fund with a broker-dealer who provides
brokerage and research services to Subadviser
notwithstanding the fact that the commissions payable with
respect to any such transaction may be greater than the
amount of any commission another broker-dealer might have
charged for effecting that transaction, if Subadviser
determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer, viewed in
terms of either that particular transaction or Subadviser's
or its affiliate's overall responsibilities with respect to
the Fund and to their other clients as to which they
exercise investment discretion.
In accordance with Section 11(a) of the Securities Exchange
Act of 1934 and Rule 11a2-2(T) thereunder, and subject to
any other applicable laws and regulations including Section
17(e) of the 1940 Act and Rule 17e-1 thereunder, Subadviser
may engage its affiliates, Manager and its affiliates, or
any other subadviser to the Trust and its respective
affiliates, as broker-dealers or futures commission
merchants to effect transactions in securities and other
investments for the Fund. Subadviser will communicate to
Manager such information relating to Fund transactions as
they may reasonably request.
(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 the Fund as well as other clients of
Subadviser or any of its affiliates, Subadviser, to the
extent permitted by applicable laws and regulations, may,
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but shall be under no obligation to, aggregate the
securities or futures contracts to be sold or purchased
consistent with Subadviser's duty 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 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 that is reasonably necessary to enable the Fund's
custodian and the Fund's administrator to perform their
respective duties with respect to the Fund, 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 certifications related to Subadviser's
management of the Fund in order to support the 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
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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 assisting Subadviser in 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 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.
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(f) Delegation. In rendering the services required under this Agreement,
Subadviser may, consistent with applicable law and regulations, from
time to time, employ, delegate, or associate with itself such
affiliated or unaffiliated person or persons as it believes necessary
to assist it in carrying out its obligations under this Agreement;
provided, however, that in each such instance Subadviser shall provide
prior written notice to Manager.
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 Statement of Additional Information, 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 in arrears, 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 Registration Statement.
Subadviser shall xxxx Manager directly for such fees. 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
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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 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 that materially affects Subadviser's ability to perform the
services contemplated by this Agreement. 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 designed to comply
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, in Subadviser's judgment, 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 SEC, more than 48 hours prior to
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the execution of this Agreement, and promptly will furnish a copy of
all 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 Officer or President, or if there is otherwise an
actual change in control or management of Subadviser. For purposes of
this section "control" shall have the same meaning as under the 1940
Act.
(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, which consent shall not be unreasonably withheld.
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 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
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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") or the 1940 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
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 Registration Statement , 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.
The federal securities laws impose liabilities in certain
circumstances on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver of limitation of any
rights that Manager may have under any securities laws.
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(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 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 Registration Statement, 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
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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.
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
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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 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 "placeCityColumbia" 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 "CityColumbia" may
be used in the name of the Fund and that such use of the name
"placeCityColumbia" 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.
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Subadviser:
Columbia Management Advisors, LLC
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax: 000-000-0000
with a copy to:
Xxxxxxxx X. Xxxx
Legal Department
Bank of America
One Financial Center
Mail Code MA5-515-11-05
Xxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Manager:
Xxxxxxx X. Xxxxxx, President
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Fax: 000-000-0000
Email: Xxxxxxx_Xxxxxx@xxxxxxxxxxx.xxx
with a copy to:
H. Xxxxx xxx Xxxxx, Chief Legal Officer
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
Email: Xxxxx_xxxXxxxx@xxxxxxxxxxx.xxx
12. AMENDMENTS. This Agreement may be amended by mutual agreement in writing,
(a) subject to approval by the Board and the Fund's shareholders to the
extent required by the 1940 Act or (b) consistent with any published
interpretation of the staff of the SEC.
13. ASSIGNMENT. Subadviser shall not make an assignment of this Agreement (as
defined in the 0000 Xxx) without the prior written consent of the 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
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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 New York,
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 New York, 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.
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.
20. MANAGER'S IDENTITY. Pursuant to requirements of law, including the USA
PATRIOT Act, Subadviser will obtain information and will take necessary
actions to verify Manager's identity.
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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 LIFE ADVISERS, LLC COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxx Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: President Title: Managing Director
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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 $75 million 0.550%
Next $75 million 0.500%
Next $100 million 0.450%
Thereafter (all assets over $250 million) 0.425%
*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
$300 million, a rate of 55 bps would apply to $75 million, a rate of 50 bps
would apply to $75 million, a rate of 45 bps would apply to $100 million, and a
rate of 42.5 bps would apply to the remaining $50 million.
The annual rates set forth above apply to average daily net assets that are
subject to the Subadviser's investment discretion in the following fund:
AZL Columbia Technology Fund
Date: July 6, 2006
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