Exhibit (d)(11)
USAZ AIM DENT DEMOGRAPHIC TRENDS FUND
SUB-SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into this ______ day of
__________________, by and between A I M Capital Management, Inc., a Texas
corporation (the "Sub-Adviser"), and X.X. Xxxx Advisors, Inc., a Delaware
corporation (the "Sub-Sub-Adviser").
RECITALS
WHEREAS, USAZ AIM Dent Demographic Trends Fund (the "Fund") is a series
of USAllianz Variable Insurance Products Trust (the "Trust"), a Delaware
business trust registered under the Investment Company Act of 1940, as amended
(the "1940 Act") as an open-end, diversified management investment company;
WHEREAS, the Sub-Adviser and Sub-Sub-Adviser are registered under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), as investment
advisers and engage in the business of acting as an investment adviser;
WHEREAS, the Sub-Adviser expects to enter into an investment
sub-advisory agreement with USAllianz Advisers, LLC (the "Investment Advisory
Agreement") pursuant to which the Sub-Adviser will act as investment sub-adviser
with respect to the Fund; and
WHEREAS, the Sub-Adviser wishes to retain the Sub-Sub-Adviser for
purposes of rendering advisory services to the Sub-Adviser in connection with
the Fund upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment of Sub-Sub-Adviser. The Sub-Adviser hereby appoints the
Sub-Sub-Adviser to render investment research and advisory services to
the Sub-Adviser with respect to the Fund under the supervision of the
Sub-Adviser, and the Sub-Sub-Adviser hereby accepts such appointment,
all subject to the terms and conditions contained herein. The
Sub-Sub-Adviser shall use its best judgment, efforts and facilities in
rendering its services as investment adviser.
2. Advisory Services. The duties of the Sub-Sub-Adviser shall be limited
to the following:
(a) Rendering investment research and advisory services to the
Sub-Adviser with respect to the Fund, under the supervision of
the Sub-Adviser;
(b) Analyzing and recommending appropriate industry and sector
allocations and weightings for the Fund's investment
portfolio, in accordance with the philosophies of Xxxxx X.
Xxxx, Xx. ("Xx. Xxxx") concerning industry and sector
allocations based on demographic principles. The duties of the
Sub-Sub-Adviser shall not include selection of specific
securities within the recommended industry or sectors for
purchase or sale.
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(c) Providing, on a monthly basis, recommendations of the
appropriate industry and sector allocations and weightings for
the Fund. The Sub-Sub-Adviser, at its sole and absolute
discretion, may elect to make such recommendations more
frequently based on market conditions. The Sub-Sub-Adviser
shall make Xx. Xxxx available for discussions with respect to
industry and sector allocations and weightings of the Fund
upon reasonable request by the Sub-Adviser.
(d) Providing written materials concerning industry and sector
allocations and weightings for the Fund to the Sub-Adviser
upon request by the Sub-Adviser.
3. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Sub-Adviser shall at all
times conform to:
(a) all applicable provisions of the 1940 Act and Advisers Act and
any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Fund, as
the same may be amended from time to time, under the
Securities Act of 1933 and the 1940 Act;
(c) the provisions of the corporate charter and by-laws of the
Fund, as the same may be amended from time to time; and
(d) any other applicable provisions of state and federal law.
4. Compensation. The Sub-Adviser shall pay the Sub-Sub-Adviser, as
compensation for services rendered hereunder, an amount per annum based
upon the net asset value of the Fund as follows:
ASSETS BASIS POINTS
Up to $1 billion 13
From $1 billion to $2 billion 10
Over $2 billion 7
The Sub-Adviser will begin payment of such fees when the net asset
value of the Fund has reached $50 million, and the fee will be paid on
a monthly basis thereafter.
5. Expenses of the Fund. All of the ordinary business expenses incurred in
the operations of the Fund and the offering of its shares shall be
borne by the Fund unless specifically provided otherwise in this
Agreement. These expenses borne by the Fund include but are not limited
to brokerage commissions, taxes, legal, auditing, governmental fees,
the cost of preparing share certificates, custodian, transfer and
shareholder service agent costs, expenses of issue, sale, redemption
and repurchase of shares, expenses of registering and qualifying shares
for sale, expenses relating to directors and shareholder meetings, the
cost of preparing and distributing reports and notices to shareholders,
the fees and other expenses incurred by the Fund in connection with
membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information
distributed to the Fund's shareholders.
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6. Exclusivity. Sub-Sub-Adviser shall not render investment advice or
similar services directly or indirectly to any investment company that
offers or has offered its shares for sale in a public offering, other
than (i) the Fund and other investment companies that are advised or
distributed by A I M Management Group Inc. or its affiliates and (ii)
unit investment trusts identified on Exhibit A to this Agreement. It is
understood and agreed that Exhibit A may be amended from time to time
by mutual agreement of the Sub-Adviser and Sub-Sub-Adviser and that
officers or directors of the Sub-Sub-Adviser are not prohibited from
engaging in any other business activity or from rendering any other
services to any other person, or from serving as partners, officers,
directors or trustees of any other firm or trust, including other
investment advisory companies so long as such activity or service is
unrelated to the rendering of investment advice to investment companies
that offer or have offered their shares for sale in a public offering.
7. Trading Practices. The Sub-Adviser and Sub-Sub-Adviser each agree to
comply with the requirement of Rule 17j-l under the 1940 Act and that
they shall not engage in any conduct or practice prohibited by said
Rule.
8. Term and Approval. This Agreement shall become effective if approved by
the shareholders of the Fund, and if so approved, this Agreement shall
thereafter continue in force and effect for two (2) years and may be
continued from year to year thereafter, provided that the continuation
of the Agreement is specifically approved at least annually by the
Fund's Board of Trustees.
9. Termination.
(a) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for purposes of this paragraph
having the meaning defined in Section 2(a)(4) of the 0000 Xxx.
(b) This Agreement may be terminated as follows:
(i) At any time, without the payment of any penalty, by
the vote of the Fund's Board of Trustees or by vote
of a majority of the Fund's outstanding voting
securities.
(ii) By either party in the event that certain Servicemark
License Agreement of even date herewith between Xxxxx
X. Xxxx, Xx. and A I M Management Group Inc. is
terminated or expires.
(iii) By either party upon the occurrence of a material
breach of the terms of the Agreement by the other
party that remains uncured for a period of 30 days
after notice thereof is given by the terminating
party.
(c) The party electing to terminate the Agreement under paragraph
10(b) must provide 60 days' prior written notice to the other
party and to the Fund of such election. The notice provided for
herein may be waived by either party.
10. Liability of Sub-Sub-Adviser. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Sub-Sub-Adviser or any of its
officers, directors or employees, the Sub-Sub-Adviser
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shall not be subject to liability to the Sub-Adviser for any act or
omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
11. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to such address as may
be designated for the receipt of such notice, with a copy to the Fund.
Until further notice, it is agreed that the address of the Fund is
____________________________________________ and that of the
Sub-Adviser shall be Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000 and that of the Sub-Sub-Adviser shall be X.X. Xxxx Advisors,
Inc., P. O. Xxx 000, Xxxx Xxxxx, XX 00000.
12. Questions of Interpretation; Applicable Law. Any question 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 or the Advisers Act shall be resolved by reference to such
term or provision of the 1940 Act or the Advisers Act and to
interpretations thereof, if any, by the United Stated Courts or in the
absence of any controlling decision of any such court, by rules,
regulations, or orders of the Securities and Exchange Commission issued
pursuant to said Acts. In addition, where the effect of a requirement
of the 1940 Act or the Advisers Act reflected in any provision of the
Agreement is revised by rule, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
13. Dispute Resolution. All claims, disputes and other matters in question
between the parties to this Agreement, arising out of or relating to
this Agreement or the breach thereof, shall be decided by arbitration
in accordance with the rules of the American Arbitration Association
then in effect unless the parties mutually agree otherwise.
(a) Any such claim, dispute or other matter shall be submitted to
one arbitrator designated by Licensor, provided that if
Licensee objects to Licensor's arbitrator, each of Licensor
and Licensee will designate an arbitrator who will jointly
designate a third arbitrator and the matter shall be submitted
to all three arbitrators for decision; otherwise one
arbitrator shall be used. This agreement to arbitrate shall be
specifically enforceable under the prevailing arbitration law.
(b) Notice of the demand for arbitration shall be filed in writing
with the other party to this Agreement and with the American
Arbitration Association. The demand shall be made within a
reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal
or equitable proceedings based on such claim, dispute or other
matter in question would be barred by the applicable statute
of limitations.
(c) The award rendered by the arbitrators shall be final, and
judgement may be entered upon it in accordance with applicable
law in any court having jurisdiction thereof. The prevailing
party in any arbitration under this Agreement shall be awarded
its reasonable attorney's fees and costs associated with the
arbitration.
(d) The location for settlement for any and all claims,
controversies or disputes arising out of or relating to this
Agreement or any breach thereof when decided by arbitration
shall be in Houston, Texas.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
A I M Capital Management, Inc.
Attest:
_____________________________________ By: ________________________________
Assistant Secretary President
(SEAL)
X.X. Xxxx Advisors, Inc.
Attest:
_____________________________________ By: ________________________________
Assistant Secretary President
(SEAL)
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EXHIBIT A
PERMITTED INVESTMENT COMPANY ADVISORY CLIENTS
NAME OF COMPANY SPONSOR
--------------- -------
Roaring 2000's Unit Investment Trusts Xxx Xxxxxx Funds, Inc.
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