AMENDED AND RESTATED SUBADVISORY AGREEMENT
Amended and Restated Subadvisory Agreement made as of the 1st day of
May, 2007, by and between Allianz Life Advisers, LLC, a Minnesota limited
liability company ("Manager"), and First Trust Advisors L.P., an Illinois
limited partnership ("Subadviser").
WHEREAS each of the funds listed in Schedule A (the "Funds") is a
series of 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
(the "Management Agreement") with the Funds 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 entered into a Subadvisory Agreement
dated December 27, 2006, (the "2006 Subadvisory Agreement") under the terms of
which Subadviser provided investment advisory services to the AZL First Trust
Target Double Play Fund and the AZL TargetPLUS Equity Fund;
WHEREAS, the 2006 Subadvisory Agreement was superseded by a Subadvisory
Agreement between Manager and Subadviser dated January 16, 2007, under the terms
of which Subadviser has, until the effective date of this Agreement, provided
investment advisory services to the AZL First Trust Target Double Play Fund and
the AZL TargetPLUS Equity Fund (together, the "Original Funds"); and
WHEREAS Manager and the Funds desire to retain Subadviser to provide
investment advisory services with respect to a portion of the assets of three
new Funds, in addition to the Original 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 investment operations 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 each Fund's assets), including the
purchase, retention, and disposition thereof, in accordance
with each Fund's investment objectives, policies, and
restrictions, 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
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 any Fund concerning transactions of the Fund
in securities or other assets. Unless Manager or a 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 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 Funds; provided, however, that
Subadviser shall provide notice to Manager of any such
potential claim and 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) Funds'
Prospectus and Statement of Additional Information
("SAI"); (B) instructions and directions of Manager and of
the Board; (C) requirements of the 1940 Act, the Internal
Revenue Code of 1986, as amended, as applicable to the
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 in accordance with, the Management
Agreement to the extent communicated to Subadviser in
writing in a timely manner; and (E) any policies and
procedures of Subadviser communicated to the Funds and/or
Manager; provided, however, that in the event any portion
of the assets of any Fund is allocated to a portfolio
manager other than Subadviser, any limitations and/or
restrictions with respect to such Fund as a whole shall be
the responsibility of Manager and not Subadviser.
(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
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by Subadviser; provided, however, that such orders shall
be consistent with the brokerage policy set forth in the
Funds' Prospectus and SAI, or approved by the Board;
conform with federal securities laws; and be consistent
with seeking best execution. Within the framework of this
policy, Subadviser may, to the extent permitted by
applicable law, consider the research, investment
information, and other services 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.
(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, Subadviser, to the
extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the
securities or futures contracts to be sold or purchased in
order to seek best execution. In such event, Subadviser
will make allocation of the securities or futures
contracts so purchased or sold, as well as the expenses
incurred in the transaction, in the manner Subadviser
considers to be the most equitable and consistent with its
fiduciary obligations to the applicable Fund or 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 trustees, officers, or employees of
the Funds or the Manager, or their respective agents, 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 and shall provide Manager
with such information upon Manager's request.
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(b) COMPLIANCE PROGRAM AND ONGOING CERTIFICATION(S). As
reasonably requested by Manager, Subadviser shall timely
provide to Manager (i) information and 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
Fund allocated to Subadviser under this Agreement,
including the relevant market conditions and the
investment techniques and strategies used, and, to
Subadviser's knowledge, 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 form
provided by Manager, as it may be amended from time to
time; (iii) a quarterly 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 form provided by Manager, as it may be
amended from time to time; and (iv) such other information
or certifications requested by the Funds' Chief Compliance
Officer as shall be reasonably agreed to by Subadviser.
(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 agrees that it shall exercise
the same standard of care that it uses to protect its own
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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 Funds 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 each Fund allocated to
Subadviser that Subadviser manages under the terms of this
Agreement. Subadviser will restrict access to the
Portfolio Information to those employees and independent
contractors of Subadviser who will use it only for the
purpose of managing its portion of each 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.
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.
3. DOCUMENTS PROVIDED TO SUBADVISER. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of the Funds'
Prospectus and SAI, and will promptly deliver to it all future
amendments and supplements, if any.
4. COMPENSATION OF SUBADVISER. Subadviser will bear all expenses in
connection with the performance of its services under this Agreement,
which expenses shall not include brokerage fees or commissions in
connection with the effectuation of securities transactions for the
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,
on or before the last business day of the next succeeding calendar
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month, based on the assets of each Fund 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 each Fund's average daily assets
allocated to Subadviser under this Agreement shall be computed at the
times and in the manner specified in the Funds' Prospectus or Statement
of Additional Information as from time to time in effect. If this
Agreement becomes effective or terminates before the end of any month,
the fee for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion that such
partial month bears to the full month in which such effectiveness or
termination occurs.
5. REPRESENTATIONS OF SUBADVISER. Subadviser represents and warrants as follows:
(a) Subadviser (i) is registered as an investment adviser
under the Advisers 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 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; (vi) has the authority to enter
into and perform the services contemplated by this
Agreement; and (vii) will immediately notify Manager and
the Fund or 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. Subadviser further agrees
to notify Manager and the Fund or Funds immediately of any
material fact known to Subadviser concerning Subadviser
that is not contained in the Funds' registration
statement, or any amendment or supplement thereto, but
that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any
material respect.
(b) Subadviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and
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
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authorized officer of Subadviser shall certify to Manager
that Subadviser has complied with the requirements of Rule
17j-1 during the previous year and that there has been no
material violation of Subadviser's code of ethics or, if
such a violation has occurred, that appropriate action was
taken in response to such violation.
(c) Subadviser has provided Manager with a copy of its Form
ADV Part II, which as of the date of this Agreement is its
Form ADV Part II as most recently deemed to be filed with
the Securities and Exchange Commission ("SEC"), and
promptly will furnish a copy of all amendments thereto to
Manager.
(d) Subadviser will promptly notify Manager of any changes in
its Managing Partners 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 if there is otherwise an actual or expected change in
control or management of Subadviser.
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 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 either Fund to Subadviser, (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 services contemplated by this
Agreement; and (vii) will immediately notify Subadviser of
the occurrence of any event that would disqualify, or is
reasonably likely to 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.
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7. LIABILITY AND INDEMNIFICATION.
(a) Subadviser agrees to perform faithfully the services
required to be rendered by Subadviser under this
Agreement, but nothing herein contained shall make
Subadviser or any of its officers, partners, or employees
liable for any loss sustained by any of the Funds or their
respective 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 a Fund or its
officers, directors, shareholders, Manager, or any other
person to which Subadviser would otherwise be subject, by
reason of its willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason
of its reckless disregard of its obligations and duties
under this Agreement. Nothing in this Agreement shall
protect Subadviser from any liabilities that it may have
under the Securities Act of 1933, as amended, (the "1933
Act") or the 1940 Act. Subadviser does not warrant that
the portion of the assets of each 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 any of the Funds, 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 any of 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 Subadviser for, and Subadviser
shall indemnify and hold harmless the Fund and Manager
Indemnitees against, any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and
other expenses) to which any of the Fund and Manager
Indemnitees may become subject under the 1933 Act, the
1940 Act, the Advisers Act, or under any other statute, at
common law, or otherwise arising out of or based on (i)
any willful misconduct, bad faith, reckless disregard, or
gross negligence of Subadviser in the performance of any
of its duties or obligations hereunder; (ii) any untrue
statement of a material fact regarding the Subadviser
contained in the Prospectus and SAI, proxy materials,
reports, advertisements, sales literature, or other
materials pertaining to the 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
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Indemnitees (as defined below) for use therein; or (iii)
any violation of federal or state statutes or regulations
by Subadviser. It is further understood and agreed that
Subadviser may rely upon information furnished to it by
Manager that it reasonably believes to be accurate and
reliable.
(c) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Manager and the 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 Manager with respect to any
of 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 or a Fund in the performance of any
of its duties or obligations hereunder; (ii) any untrue
statement of a material fact contained in the Prospectus
and SAI, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the 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 any of the Funds 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, any of 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 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
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relieve the Indemnifying Party from any liability under
this section, except to the extent that such Indemnifying
Party is damaged as a result of the failure to give such
notice. The Indemnifying Party, upon the request of the
Indemnified Party, shall retain counsel satisfactory to
the Indemnified Party to represent the Indemnified Party
in the proceeding, and shall pay the fees and
disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have
the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such
Indemnified Party unless (1) the Indemnifying Party and
the Indemnified Party shall have mutually agreed to the
retention of such counsel, or (2) the named parties to any
such proceeding (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and
representation by both parties by the same counsel would
be inappropriate due to actual or potential differing
interests between them. The Indemnifying Party shall not
be liable for any settlement of any proceeding effected
without its written consent, which consent shall not be
unreasonably withheld, but if settled with such consent or
if there be a final judgment for the plaintiff, the
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 with respect to a Fund
for a period of more than two years from the date after
which such Fund becomes subject to this Agreement 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 Funds.
(b) Notwithstanding the foregoing, this Agreement may be
terminated at any time, without the payment of any
penalty, with respect to a Fund by the Board or by vote of
a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of such 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
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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. Subadviser may terminate this Agreement
at any time, without payment of any penalty, (1) upon 60
days' written notice to Manager; or (2) upon material
breach by Manager of any representations and warranties
set forth in the Agreement, if such breach has not been
cured within 20 days after written notice of such breach.
This Agreement shall terminate automatically in the event
of its assignment (as defined in the 0000 Xxx) or upon the
termination of the Management Agreement.
(c) In the event of termination of the Agreement, those
sections of the Agreement which govern conduct of the
parties' future interactions with respect to the
Subadviser having provided investment management services
to the 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.
10. REFERENCES TO SUBADVISER.
(a) The name "First Trust" 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 "First Trust" may be used in the name of such
Fund and that such use of the name "First Trust" 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, registration statements,
documents required to be filed with governmental or
regulatory agencies, advertisements, brochures, 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, other than the Funds, in any way ("Informational
Materials"), 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 written confirmation to Manager of
receipt thereof, which confirmation shall be provided with
reasonable promptness. Informational Materials may be
furnished to Subadviser hereunder by overnight mail or
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electronic transmission. Subadviser's right to object to
such materials is limited to the portions of such
materials that expressly relate to Subadviser, its
services, and its clients.
11. NOTICES. Any notice under this Agreement must be given in writing as
provided below or to another address as either party may designate in
writing to the other.
Subadviser:
Xxxxx Xxxxxx
First Trust Advisors L.P.
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
with a copy to:
W. Xxxxx Xxxxxxx, General Counsel
First Trust Advisors L.P.
0000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
Manager:
Xxxxxxx X. Xxxxxx, President
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Phone: 000.000.0000
Fax: 000.000.0000
with a copy to:
H. Xxxxx xxx Xxxxx, Chief Legal Officer
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Phone: 000.000.0000
Fax: 000.000.0000
12. AMENDMENTS. This Agreement may be amended by mutual agreement in
writing, subject to approval by the Board and the Funds' shareholders
to the extent required by the 1940 Act.
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13. ASSIGNMENT. Subadviser shall not make an assignment of this Agreement
(as defined in the 0000 Xxx) without the prior written consent of the
Funds and Manager. Notwithstanding the foregoing, no assignment shall
be deemed to result from any changes in the directors, officers, or
employees of Manager or Subadviser except as may be provided to the
contrary in the 1940 Act or the rules and regulations thereunder.
14. GOVERNING LAW. This Agreement, and, in the event of termination of the
Agreement, those sections that survive such termination of the
Agreement under Section 8, shall be governed by the laws of the State
of Minnesota, without giving effect to the conflicts of laws principles
thereof, or any applicable provisions of the 1940 Act. To the extent
that the laws of the State of Minnesota, or any of the provision of
this Agreement, conflict with applicable provisions of the 1940 Act,
the latter shall control.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements, including the prior Subadvisory Agreements between the
parties dated December 27, 2006, and January 16, 2007, respectively,
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.
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19. AUTHORIZATION. Each of the parties represents and warrants that the
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action by such party and when so executed
and delivered, this Agreement will be the valid and binding obligation
of such party in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ALLIANZ LIFE ADVISERS, LLC FIRST TRUST ADVISORS L.P.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxx
Name: Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxxx
Title: President Title: President
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SCHEDULE A
Using the rate schedule below, compensation pursuant to Section 4 of this
Amended and Restated Subadvisory Agreement shall be calculated (1) separately
for each of the AZL First Trust Target Double Play Fund and the AZL TargetPLUS
Equity Fund, and based on the aggregate average daily net assets in the combined
Equity Portfolios ( as defined in the Prospectus) of the AZL TargetPLUS Balanced
Fund, the AZL TargetPLUS Growth Fund, the AZL TargetPLUS Moderate Fund.
AVERAGE DAILY NET ASSETS* RATE
First $250 million 0.35%
Thereafter 0.30%
__________
*When average daily net assets of a fund exceed the first breakpoint,
multiple rates will apply, resulting in a blended rate. For example, if
average daily net assets were $300 million, a rate of 35 bps would
apply to $250 million of assets and a rate of 30 bps would apply to the
remaining $50 million of assets.
The annual rates set forth above apply to average daily net assets that are
subject to the Subadviser's investment discretion in the following funds:
AZL First Trust Target Double Play Fund (inception date: December 27, 2006)
AZL Target PLUS Balanced Fund - Equity Portfolio only (inception date:
May 1, 2007)
AZL Target PLUS Growth Fund - Equity Portfolio only (inception date:
May 1, 2007) AZL Target PLUS Moderate Fund - Equity Portfolio only
(inception date: May 1, 2007)
AZL TargetPLUS Equity Fund (inception date: December 27,2006)
Date: May 1, 2007
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