AMENDED AND RESTATED
SUBADVISORY AGREEMENT
Agreement made as of the 17th day of September, 2008, by and between
Allianz Investment Management LLC, formerly known as Allianz Life Advisers, LLC,
a Minnesota limited liability company ("Manager"), and Columbia Management
Advisors, LLC, a Delaware limited liability company ("Subadviser").
WHEREAS each of the funds listed in Schedule A (each, a "Fund," and
collectively, the "Funds") is a series of Allianz Variable Insurance Products
Trust (the "Trust"), a Delaware 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 Funds in accordance with the terms and conditions set
forth in this Agreement;
WHEREAS Manager and Subadviser have entered into a Subadvisory Agreement
dated July 6, 2006 (the "2006 Subadvisory Agreement"), under the terms of which
Subadviser has provided investment advisory services to the AZL Columbia
Technology Fund, Manager and Subadviser wish to amend and restate the 2006
Subadvisory Agreement; and
WHEREAS Manager and the Funds each desire to continue to retain
Subadviser to provide investment advisory services to the Funds, 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
Funds' Board of Trustees (the "Board"), Subadviser shall manage the
investments and the composition of that portion of assets of each
of the Funds which is allocated to Subadviser from time to time by
Manager (which portion may include any or all of the Funds'
assets), including the purchase, retention, and disposition
thereof, in accordance with the Funds' investment objectives,
policies, and restrictions as stated in the Funds' then current
registration statement filed with the Securities and Exchange
Commission (the "SEC"), as from time to time amended (the
"Registration Statement"), provided that Subadviser receives a copy
thereof pursuant to Section 3 below, and subject to the following
understandings:
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(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 each of
the Funds 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 any of the Funds concerning transactions of
the Funds 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 applicable
Fund gives written instructions to the contrary, Subadviser
shall vote, or abstain from voting, all proxies with respect
to companies whose securities are held in that portion of
each of the Funds 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 best interests of
the Funds. Subadviser shall not be responsible for pursuing
rights, including class action settlements, relating to the
purchase, sale, or holding of securities by the Funds;
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<1> 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 communicated to Subadviser in
writing; (C) requirements of the 1940 Act, the Internal
Revenue Code of 1986, as amended, as applicable to the
Funds, 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 in
writing; and (E) any policies and procedures of Subadviser
communicated to the Funds and/or Manager.
(iii) Portfolio Transactions.
(A) Trading. With respect to the securities and other
investments to be purchased or sold for the Funds,
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;
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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 other factors
that it deems relevant, including, without
limitation, the price (including the applicable
brokerage commission or dollar spread), the size of
the order, the 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 one or more
of the Funds 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 one or more of the
Funds 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 Funds 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
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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 Funds. Subadviser will
communicate to Manager such information relating to
transactions for the Funds as Manager 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 one or more of
the Funds as well as other clients of Subadviser or
any of its affiliates, 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 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, over time, equitable and consistent
with its fiduciary obligations to the Funds 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 Funds' custodian and the Funds' administrator
information relating to all transactions concerning the
Funds' assets that is reasonably necessary to enable the
Funds' custodian and the Funds' administrator to perform
their respective duties with respect to the Funds, 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
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commentary for the Funds' 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 each of the Funds
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
Funds in order to support the Funds' filings on Form N-CSR and Form
N-Q, and the Funds' 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 Funds, 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 Funds'
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
Funds required under the 1940 Act. Subadviser shall maintain for
the Funds 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 Funds are the property of the Funds and Subadviser will
surrender promptly to the Funds any of such records upon the Funds'
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
Funds with periodic written certifications that, with respect to
its activities on behalf of the Funds, Subadviser maintains (i)
adequate fidelity bond insurance and (ii) an appropriate Code of
Ethics and related reporting procedures.
(e) Confidentiality. Subadviser and Manager agree that each 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 information
supplied by either Subadviser or Manager that is not otherwise in
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the public domain or previously known to the other party in
connection with the performance of its obligations and duties
hereunder, including Portfolio Information. As used herein
"Portfolio Information" means confidential and proprietary
information of the Funds, Subadviser, or Manager that is received
by one of the other parties in connection with this Agreement,
including information with regard to the portfolio holdings and
characteristics of the portion of each of the Funds allocated to
Subadviser that Subadviser manages under the terms of this
Agreement. Other than as set forth in this Agreement or required
by applicable law, Subadviser and Manager will restrict access to
the Portfolio Information to those persons who will use it only for
the purpose of managing or servicing the Funds. The foregoing
shall not prevent Subadviser or Manager from disclosing Portfolio
Information that is (1) publicly known or becomes publicly known
through no unauthorized act of its own, (2) rightfully received
from a third party without obligation of confidentiality, (3)
approved in writing by the other party for disclosure, or (4)
required to be disclosed pursuant to a requirement of a
governmental agency or law so long as the party provides the other
party with prompt written notice of such requirement prior to any
such disclosure.
(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 any such delegation
shall not involve any such person serving as an "investment
adviser" to any Fund within the meaning of the 1940 Act.
Subadviser shall remain liable to Manager for the performance of
Subadviser's obligations hereunder and for the acts and omissions
of such other person, and Manager shall not be responsible for any
fees that any such person may charge to Subadviser in connection
with such services.
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 Funds 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 Funds (other than affiliates of
Subadviser) to which investment restrictions apply, and will specifically
identify in writing (a) all publicly traded companies in which the Funds
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 Funds.
Subadviser may relay on such list to satisfy its obligations hereunder.
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3. Documents Provided to Subadviser. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of the Funds'
Prospectus and Statement of Additional Information, and will promptly
deliver to it all future amendments and supplements, if any. Manager
shall provide Subadviser with reasonable advance notice of (i) any change
to a Fund's investment objectives, policies, and restrictions, and (ii)
any change to the Trust's compliance policies and procedures that are
reasonably likely to affect the management of the Funds or that otherwise
relate to Subadviser's duties hereunder.
4. Expenses; Compensation of Subadviser. Subadviser will bear all expenses
that it incurs in connection with the performance of its services under
Section 1(a)-(c) of this Agreement, which expenses shall not include
brokerage fees or commissions in connection with the effectuation of
securities transactions for the Funds. 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 Funds'
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 Subadviser, the value of the
Funds' 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 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 and implemented written policies and procedures that
are reasonably designed to prevent violations of the Advisers Act
and the 1940 Act, and the rules thereunder, and will provide
promptly notice of any material violations relating to any of the
Funds 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 necessary to be
met in order to perform the services contemplated by this
Agreement; (vi) has the authority to enter into and perform the
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services contemplated by this Agreement; and (vii) will promptly
notify Manager and the Funds 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 Funds promptly of any material fact known to
Subadviser concerning Subadviser that is not contained in the
Funds' Registration Statement, or any amendment or supplement to
any Fund prospectus or Statement of Additional Information, but
that is required to be disclosed therein, and of any material
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 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 shareholder(s) or in the key personnel who are either
the portfolio manager(s) responsible for the Funds or the
Subadviser's Chief Executive Officer or President, or Chief
Investment Officer, or if there is otherwise an actual change in
control of Subadviser. For purposes of this section "control"
shall have the same meaning as under the 1940 Act.
(e) Unless required by applicable law, Subadviser agrees that neither
it nor any of its affiliates will in any way refer directly or
indirectly to its relationship with the Funds 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.
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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 or the Management 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 of the
Management 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 or in the event that Manager 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 Manager's ability to perform the
services contemplated by this Agreement or the Management
Agreement.
(b) Unless required by applicable law, 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.
(c) Manager and the Trust have duly entered into the Management
Agreement pursuant to which the Trust authorized to enter into this
Agreement. Shareholders of the Funds have approved this Agreement
or are not required to approve this Agreement under applicable law.
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 Funds, Manager, or
their respective officers, directors, or shareholders, 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
Funds, Manager, or their respective officers, directors,
shareholders, 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 or Manager from any liabilities that it may have under
the Securities Act of 1933, as amended, (the "1933 Act") or the
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1940 Act. Subadviser does not warrant that the portion of the
assets of each of the Funds 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 Funds, Manager, their respective
officers, directors, or shareholders, 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 Funds, except that, subject to paragraph (a) above, 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 Subadviser contained in the
Registration Statement , proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Funds 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 Funds by the Subadviser Indemnitees (as defined below) for
use therein; or (iii) any violation of federal or state statutes or
regulations by Subadviser; provided, however, that the Fund and
Manager Indemnitees shall not be indemnified for any losses,
claims, damages, liabilities, or litigation sustained as a result
of Manager's, the Trust's, or their respective officers',
partners', employees', consultants', or agents' willful
misfeasance, bad faith, gross negligence, or reckless disregard of
the duties under this Agreement or the Management Agreement, or
violation of applicable law. 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
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waiver of limitation of any rights that Manager may have under any
securities laws.
(c)Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Manager and the Funds 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 the Trust or Manager with respect to the Funds,
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 or under the Management
Agreement; (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 Funds 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 Funds by a Subadviser
Indemnitee for use therein, or (iii) any violation of federal or
state statutes or regulations by Manager or the Funds; provided,
however, that the Subadviser Indemnitees shall not be indemnified
for any losses, claims, damages, liabilities, or litigation
sustained as a result of Manager's, the Trust's, or their
respective officers', partners', employees', consultants', or
agents' willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties under this Agreement or the
Management Agreement, or violation of applicable law. 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. 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 Subadviser may
have under any securities laws.
(d)After receipt by Manager, the Funds, or Subadviser, their
affiliates, or any officer, director, employee, or agent of any of
the foregoing, entitled to indemnification as stated in (b) or (c)
above ("Indemnified Party") of notice of the commencement of any
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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 reasonably
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
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
effective date set forth in Schedule A 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 with respect to any Fund,
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 0000 Xxx) of the Fund.
(b)Notwithstanding the foregoing, this Agreement may be terminated
with respect to any Fund 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
12
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 Funds or
Manager. Subadviser may terminate this Agreement at any time,
without payment of any penalty, (1) upon 60 days' written notice to
Manager; (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; or
(3) immediately if, in the reasonable judgment of Subadviser,
Manager becomes unable to discharge its duties and obligations
under this Agreement or the Management Agreement, including
circumstances such as the insolvency of the Manager or other
circumstances that could adversely affect the Funds or Subadviser.
This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act), except as otherwise
provided otherwise by any rule of action by the SEC, 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 Subadviser having provided investment management
services to the Funds 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. It is understood that Subadviser may give
advice and take action for its other clients that may differ from advice
given, or the timing or nature of action taken, for a Fund. Subadviser
is not obligated to initiate transactions for a Fund in any security that
Subadviser, its principals, affiliates, or employees may purchase or sell
for its or their own accounts or the accounts of other clients. In the
performance of its duties hereunder, Subadviser is and shall be an
independent contractor.
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1. References to Subadviser.
(a) The name "Columbia" is the property of Subadviser for copyright and
other purposes. Subadviser agrees that, for so long as Subadviser
is the sole subadviser of any Fund, the name "Columbia" may be used
in the name of such Fund and that such use of the name "Columbia"
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 Funds 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. Any
reference to Subadviser or description of Subadviser or its
services in such literature shall be consistent with the
information contained in the Registration Statement.
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:
Columbia Management Advisors, LLC
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: President
with a copy to:
Xxxxx X. Xxxxxxxxx, Xx.
Legal Department
Bank of America
One Financial Center
Mail Code MA5-515-11-05
Xxxxxx, XX 00000
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Manager:
Allianz Investment Management LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: President
with a copy to:
H. Xxxxx xxx Xxxxx, Chief Legal Officer
Allianz Investment Management LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
12. Amendments. This Agreement may be amended by mutual agreement in
writing, (a) subject to approval by the Board and the Funds' 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
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 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.
This Agreement amends and restates the 2006 Subadvisory Agreement.
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. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but such counterparts shall,
together, constitute one instrument.
20. 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 COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx Xxx Xxxxx
Name: Xxxxx Xxxxxx Name: Xxxx Xxx Xxxxx
Title: Vice President Title: Managing Director
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