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SUBADVISORY AGREEMENT
Agreement made as of the 1st day of May, 2007, by and between Allianz
Life Advisers, LLC, a Minnesota limited liability company ("Manager"), and
▇▇▇▇▇▇▇▇ Investment Management North America Inc., a Delaware corporation
("Subadviser").
WHEREAS the fund listed in Schedule A (the "Fund") 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 Fund pursuant to which Manager provides
investment advisory services to the Fund in accordance with the terms and
conditions set forth in this Agreement.
WHEREAS Manager and the Fund each desire to retain Subadviser to
provide investment advisory services to the Fund, and Subadviser is willing to
render such investment advisory services.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. SUBADVISER'S DUTIES.
(a) PORTFOLIO MANAGEMENT. Subject to supervision by Manager and
the Fund's Board of Trustees (the "Board"), Subadviser shall
manage the investment operations and the composition of that
portion of assets of the Fund which is allocated to Subadviser
from time to time by Manager (which portion may include any or
all of the Fund's assets), including the purchase, retention,
and disposition thereof, in accordance with the Fund's
investment objectives, policies, and restrictions, and subject
to the following understandings:
(i) INVESTMENT DECISIONS. Subadviser shall determine from
time to time what investments and securities will be
purchased, retained, or sold with respect to that portion
of the Fund allocated to it by Manager, and what portion
of such assets will be invested or held uninvested as
cash. Subadviser is prohibited from consulting with any
other subadviser of the Fund concerning transactions of
the Fund in securities or other assets, other than for
purposes of complying with the conditions of Rule
12d3-1(a) or (b) under the 1940 Act; provided, however,
that Subadviser may, with the prior written consent of
Manager and to the extent permitted under applicable law,
engage an affiliate to perform investment advisory
services for the Fund (the "Subadvisory Affiliate") and
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this prohibition shall not apply to consultations with
the Subadvisory Affiliate; and further provided that
Subadviser's affiliate, ▇▇▇▇▇▇▇▇ Investment Management
North America Ltd., has been so engaged effective as of
the date of this Agreement. Unless Manager or the 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 the Fund allocated to it by Manager, using its
best good faith judgment to vote, or abstain from voting,
such proxies in the manner that best serves the interests
of the Fund's shareholders. Subadviser shall not be
responsible for pursuing rights, including class action
settlements, relating to the purchase, sale, or holding
of securities by the Fund; provided, however, that
Subadviser shall provide notice to Manager of any such
potential claim of which it receives notice 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) Fund's
Prospectus and Statement of Additional Information
("SAI"); (B) instructions and directions of Manager and
of the Board; (C) requirements of the 1940 Act, the
Internal Revenue Code of 1986, as amended, as applicable
to the Fund, including, but not limited to, Section
817(h); and all other applicable federal and state laws
and regulations; (D) the procedures and standards set
forth in, or established in accordance with, the
Management Agreement to the extent communicated to
Subadviser; and (E) any policies and procedures of
Subadviser communicated to the Fund and/or Manager.
(iii) PORTFOLIO TRANSACTIONS.
(A) TRADING. With respect to the securities and other
investments to be purchased or sold for the Fund,
Subadviser shall place orders with or through such
persons, brokers, dealers, or futures commission
merchants (including, but not limited to,
broker-dealers that are affiliated with Manager or
Subadviser) as may be selected by Subadviser; provided,
however, that such orders shall be consistent with the
brokerage policy set forth in the Fund's Prospectus and
SAI, or approved by the Board; conform with federal
securities laws; and be consistent with seeking best
execution. Within the framework of this policy,
Subadviser may, to the extent permitted by applicable
law, and consistent with Section 28(e) of the
Securities Act of 1934, take into consideration the
research provided by, or the financial responsibility
of, brokers, dealers, or futures commission merchants
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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 the Fund as well
as other clients of Subadviser, Subadviser, to the
extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the
securities or futures contracts to be sold or purchased
in order to seek best execution. In such event,
Subadviser will make allocation of the securities or
futures contracts so purchased or sold, as well as the
expenses incurred in the transaction, in the manner
Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund
and to such other clients.
(iv) RECORDS AND REPORTS. Subadviser (A) shall maintain such
books and records as are required based on the services
provided by Subadviser pursuant to this Agreement under
the 1940 Act and as are necessary for Manager to meet its
record keeping obligations generally set forth under
Section 31 and related rules thereunder, (B) shall render
to the Board such periodic and special reports as the
Board or Manager may reasonably request in writing, and
(C) shall meet with any persons at the request of Manager
or the Board for the purpose of reviewing Subadviser's
performance under this Agreement at reasonable times and
upon reasonable advance written notice.
(v) TRANSACTION REPORTS. On each business day Subadviser
shall provide to the Fund's custodian and the Fund's
administrator information relating to all transactions
concerning the Fund's assets and shall provide Manager
with such information upon Manager's request.
(b) COMPLIANCE PROGRAM AND ONGOING CERTIFICATION(S). As requested,
Subadviser shall timely provide to Manager (i) information and
commentary for the Fund's annual and semi-annual reports, in a
format approved by Manager, and shall (A) certify that such
information and commentary discuss the factors that materially
affected the performance of the portion of the Fund allocated
to Subadviser under this Agreement, including the relevant
market conditions and the investment techniques and strategies
used, and do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
information and commentary not misleading, and (B) provide
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additional certifications related to Subadviser's management
of the Fund in order to support the Fund's filings on Form
N-CSR and Form N-Q, and the Fund's Principal Executive
Officer's and Principal Financial Officer's certifications
under Rule 30a-2 under the 1940 Act, thereon; (ii) a quarterly
sub-certification with respect to compliance matters related
to Subadviser and the Subadviser's management of the Fund, in
a format reasonably requested by Manager, as it may be amended
from time to time; (iii) an annual sub-certification with
respect to matters relating to the Fund's compliance program
under Rule 38a-1, and (iv) an annual certification from the
Subadviser's Chief Compliance Officer, appointed under Rule
206(4)-7 under the Investment Advisers Act of 1940 (the
"Advisers Act"), or his or her designee, with respect to the
design and operation of Subadviser's compliance program, in a
format reasonably requested by Manager.
(c) MAINTENANCE OF RECORDS. Subadviser shall timely furnish to
Manager all information relating to Subadviser's services
hereunder which are needed by Manager to maintain the books
and records of the Fund required under the 1940 Act.
Subadviser shall maintain for the Fund the records required by
paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of
Rule 31a-1 under the 1940 Act and any additional records as
agreed upon by Subadviser and Manager. Subadviser agrees that
all records that it maintains for the Fund are the property of
the Fund and Subadviser will surrender promptly to the Fund
any of such records upon the Fund's request; provided,
however, that Subadviser may retain a copy of such records.
Subadviser further agrees to preserve for the periods
prescribed under the 1940 Act any such records as are required
to be maintained by it pursuant to Section 1(a) hereof.
(d) FIDELITY BOND AND CODE OF ETHICS. Subadviser will provide the
Fund with periodic written certifications that, with respect
to its activities on behalf of the Fund, Subadviser maintains
(i) adequate fidelity bond insurance and (ii) an appropriate
Code of Ethics and related reporting procedures.
(e) CONFIDENTIALITY. Subadviser agrees that it shall exercise the
same standard of care that it uses to protect its own
confidential and proprietary information, but no less than
reasonable care, to protect the confidentiality of the
Portfolio Information. As used herein "Portfolio Information"
means confidential and proprietary information of the Fund or
Manager that is received by Subadviser in connection with this
Agreement, including information with regard to the portfolio
holdings and characteristics of the portion of the Fund
allocated to Subadviser that Subadviser manages under the
terms of this Agreement. Subadviser will restrict access to
the Portfolio Information to those employees of Subadviser who
will use it only for the purpose of managing its portion of
the Fund. The foregoing shall not prevent Subadviser from
disclosing Portfolio Information that is (1) publicly known or
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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 Fund that are not allocated by it to the portfolio
management of Subadviser as provided in Section 1(a) hereof or to any
other subadviser. Manager will periodically provide to Subadviser a
list of the affiliates of Manager or the Fund (other than affiliates of
Subadviser) to which investment restrictions apply, and will
specifically identify in writing (a) all publicly traded companies in
which the Fund may not invest, together with ticker symbols for all
such companies (Subadviser will assume that any company name not
accompanied by a ticker symbol is not a publicly traded company), and
(b) any affiliated brokers and any restrictions that apply to the use
of those brokers by the Fund.
3. DOCUMENTS PROVIDED TO SUBADVISER. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of the Fund's
Prospectus and SAI, and will promptly deliver to it all future
amendments and supplements, if any.
4. COMPENSATION OF SUBADVISER. Subadviser will bear all expenses in
connection with the performance of its services under this Agreement,
which expenses shall not include brokerage fees or commissions in
connection with the effectuation of securities transactions for the
Fund. For the services provided and the expenses assumed pursuant to
this Agreement, Manager will pay to Subadviser, effective from the date
of this Agreement, a fee which shall be accrued daily and paid monthly,
on or before the last business day of the next succeeding calendar
month, based on the Fund's assets allocated to Subadviser under this
Agreement at the annual rates as a percentage of such average daily net
assets set forth in the attached Schedule A, which Schedule may be
modified from time to time upon mutual written agreement of the parties
to reflect changes in annual rates, subject to any approvals required
by the ▇▇▇▇ ▇▇▇. For the purpose of determining fees payable to the
Subadviser, the value of the Fund's average daily assets allocated to
Subadviser under this Agreement shall be computed at the times and in
the manner specified in the Fund's Prospectus or Statement of
Additional Information as from time to time in effect. If this
Agreement becomes effective or terminates before the end of any month,
the fee for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion that such
partial month bears to the full month in which such effectiveness or
termination occurs.
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5. REPRESENTATIONS OF SUBADVISER. Subadviser represents and warrants as
follows:
(a) Subadviser (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from performing
the services contemplated by this Agreement; (iii) has
appointed a Chief Compliance Officer under Rule 206(4)-7 under
the Advisers Act; (iv) has adopted written policies and
procedures that are reasonably designed to prevent violations
of the Advisers Act and the 1940 Act from occurring, detect
violations that have occurred, and correct promptly any
violations that have occurred, and will provide promptly
notice of any material violations relating to the Fund to
Manager; (v) has met and will seek to continue to meet for so
long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements
of any regulatory or industry self-regulatory agency; (vi) has
the authority to enter into and perform the services
contemplated by this Agreement; and (vii) will immediately
notify Manager and the Fund of the occurrence of any event
that would disqualify Subadviser from serving as an investment
adviser of an investment company pursuant to Section 9(a) of
the 1940 Act or in the event that Subadviser or any of its
affiliates becomes aware that Subadviser or its Subadvisory
Affiliate is the subject of an administrative proceeding or
enforcement action by the SEC or other regulatory authority.
Subadviser further agrees to notify Manager and the Fund
immediately of any material fact known to Subadviser
concerning Subadviser that is not contained in the Fund's
registration statement, or any amendment or supplement
thereto, but that is required to be disclosed therein, and of
any statement contained therein that becomes untrue in any
material respect.
(b) Subadviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will
provide Manager with a copy of the code of ethics. Upon
written request of Manager, a duly authorized officer of
Subadviser shall certify to Manager that Subadviser has
complied with the requirements of Rule 17j-1 during the
previous twelve months 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
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Controlling Shareholders or in the key personnel who are
either the portfolio manager(s) responsible for the Fund or
the Subadviser's Chief Executive Officer or President, or if
there is otherwise an actual or expected change in control or
management of Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates
will in any way refer to its relationship with the Fund or
Manager, or any of their respective affiliates in offering,
marketing, or other promotional materials distributed to the
general public without the prior written consent of Manager,
which consent shall not be unreasonably withheld.
6. REPRESENTATIONS OF MANAGER. Manager represents and warrants that
Manager (i) is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this
Agreement, (iii) has met and will seek to continue to meet for so long
as this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or
industry self-regulatory agency necessary to be met in order to perform
the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; and
(v) will promptly notify Subadviser of the occurrence of any event that
would disqualify Manager from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
7. LIABILITY AND INDEMNIFICATION.
(a) Subadviser agrees to perform faithfully the services required
to be rendered by Subadviser under this Agreement, but nothing
herein contained shall make Subadviser or any of its officers,
partners, or employees liable for any loss sustained by the
Fund or its officers, directors, or shareholders, Manager, or
any other person on account of the services which Subadviser
may render or fail to render under this Agreement; provided,
however, that nothing herein shall protect Subadviser against
liability to the Fund or its officers, directors,
shareholders, Manager, or any other person to which Subadviser
would otherwise be subject, by reason of its willful
misfeasance, bad faith, or gross negligence in the performance
of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement. Nothing in this
Agreement shall protect Subadviser from any liabilities that
it may have under the Securities Act of 1933, as amended, (the
"1933 Act"), the 1940 Act, or the Advisers Act. Subadviser
does not warrant that the portion of the assets of the Fund
managed by Subadviser will achieve any particular rate of
return or that its 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,
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consultants, or agents thereof shall not be liable for any
losses, claims, damages, liabilities, or litigation (including
legal and other expenses) incurred or suffered by the Fund,
Manager, or any affiliated persons thereof (within the meaning
of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons
thereof (as described in Section 15 of the 1933 Act)
(collectively, "Fund and Manager Indemnitees") as a result of
any error of judgment or mistake of law by Subadviser with
respect to the Fund, except that nothing in this Agreement
shall operate or purport to operate in any way to exculpate,
waive, or limit the liability of Subadviser for, and
Subadviser shall indemnify and hold harmless the Fund and
Manager Indemnitees against, any and all losses, claims,
damages, liabilities, or litigation (including reasonable
legal and other expenses) to which any of the Fund and Manager
Indemnitees may become subject under the 1933 Act, the 1940
Act, the Advisers Act, or under any other statute, at common
law, or otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard, or gross negligence
of Subadviser in the performance of any of its duties or
obligations hereunder; (ii) any untrue statement of a material
fact regarding the Subadviser contained in the Prospectus and
SAI, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the Fund or the
omission to state therein a material fact regarding the
Subadviser which was required to be stated therein or
necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon written
information furnished to Manager or the Fund by the Subadviser
Indemnitees (as defined below) for use therein; or (iii) any
violation of federal or state statutes or regulations by
Subadviser. It is further understood and agreed that
Subadviser may rely upon information furnished to it by
Manager that it reasonably believes to be accurate and
reliable.
(c) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Manager and the Fund shall not
be liable for any losses, claims, damages, liabilities, or
litigation (including legal and other expenses) incurred or
suffered by Subadviser or any of its affiliated persons
thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇
▇▇▇) or controlling persons (as described in Section 15 of the
1933 Act) (collectively, "Subadviser Indemnitees") as a result
of any error of judgment or mistake of law by Manager with
respect to the Fund, except that nothing in this Agreement
shall operate or purport to operate in any way to exculpate,
waive, or limit the liability of Manager for, and Manager
shall indemnify and hold harmless the Subadviser Indemnitees
against any and all losses, claims, damages, liabilities, or
litigation (including reasonable legal and other expenses) to
which any of the Subadviser Indemnitees may become subject
under the 1933 Act, the 1940 Act, the Advisers Act, or under
any other statute, at common law, or otherwise arising out of
or based on (i) any willful misconduct, bad faith, reckless
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disregard, or gross negligence of Manager in the performance
of any of its duties or obligations hereunder; (ii) any untrue
statement of a material fact contained in the Prospectus and
SAI, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the Fund or the
omission to state therein a material fact which was required
to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission
concerned Subadviser and was made in reliance upon written
information furnished to Manager or the Fund by a Subadviser
Indemnitee for use therein, or (iii) any violation of federal
or state statutes or regulations by Manager or the Fund. It is
further understood and agreed that Manager may rely upon
information furnished to it by Subadviser that it reasonably
believes to be accurate and reliable.
(d) After receipt by Manager, the Fund, or Subadviser, their
affiliates, or any officer, director, employee, or agent of
any of the foregoing, entitled to indemnification as stated in
(a) or (b) above ("Indemnified Party") of notice of the
commencement of any action, if a claim in respect thereof is
to be made against any person obligated to provide
indemnification under this section ("Indemnifying Party"),
such Indemnified Party shall notify the Indemnifying Party in
writing of the commencement thereof as soon as practicable
after the summons or other first written notification giving
information about the nature of the claim that has been served
upon the Indemnified Party; provided that the failure to so
notify the Indemnifying Party will not relieve the
Indemnifying Party from any liability under this section,
except to the extent that such Indemnifying Party is damaged
as a result of the failure to give such notice. The
Indemnifying Party, upon the request of the Indemnified Party,
shall retain counsel satisfactory to the Indemnified Party to
represent the Indemnified Party in the proceeding, and shall
pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such
Indemnified Party unless (1) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention
of such counsel, or (2) the named parties to any such
proceeding (including any impleaded parties) include both the
Indemnifying Party and the Indemnified Party and
representation by both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them. The Indemnifying Party shall not be liable for
any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but
if settled with such consent or if there be a final judgment
for the plaintiff, the Indemnifying Party agrees to indemnify
the Indemnified Party from and against any loss or liability
by reason of such settlement or judgment.
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8. DURATION AND TERMINATION.
(a) Unless sooner terminated as provided herein, this Agreement
shall continue in effect for a period of more than two years
from the date written above only so long as such continuance
is specifically approved at least annually in conformity with
the requirements of the 1940 Act. Thereafter, if not
terminated, this Agreement shall continue automatically for
successive periods of 12 months each, provided that such
continuance is specifically approved at least annually (i) by
a vote of a majority of the Board members who are not parties
to this Agreement or interested persons (as defined in the
▇▇▇▇ ▇▇▇) of any such party, and (ii) by the Board or by a
vote of the holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund.
(b) Notwithstanding the foregoing, this Agreement may be
terminated at any time, without the payment of any penalty, by
the Board or by vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund on 60
days' written notice to Subadviser. This Agreement may also be
terminated, without the payment of any penalty, by Manager (i)
upon 60 days' (or such shorter period as Manager and
Subadviser shall agree) written notice to Subadviser; or (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.
Subadviser may terminate this Agreement at any time, without
payment of any penalty, (1) upon 60 days' (or such shorter
period as Manager and Subadviser shall agree) 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 ▇▇▇▇ ▇▇▇) or upon the termination of the Management
Agreement.
(c) In the event of termination of the Agreement, those sections
of the Agreement which govern conduct of the parties' future
interactions with respect to the Subadviser having provided
investment management services to the Fund for the duration of
the Agreement, including, but not limited to, Sections
1(a)(iv)(A), 1(e), 7, 14, 16, and 17, shall survive such
termination of the Agreement.
9. SUBADVISER'S SERVICES ARE NOT EXCLUSIVE. Nothing in this Agreement
shall limit or restrict the right of Subadviser or any of its partners,
officers, or employees to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of
any business, whether of a similar or a dissimilar nature, or limit or
restrict Subadviser's right to engage in any other business or to
render services of any kind to any other mutual fund, corporation,
firm, individual, or association.
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10. REFERENCES TO SUBADVISER.
(a) The name "Schroder" is the property of Subadviser for
copyright and other purposes. Subadviser agrees that, for so
long as Subadviser is the Fund's sole subadviser, the name
"Schroder" may be used in the name of the Fund and that such
use of the name "Schroder" may include use of the name in
prospectuses, reports, and sales materials.
(b) During the term of this Agreement, Manager agrees to furnish
to Subadviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or
other material prepared for distribution to sales personnel,
shareholders of the Fund or the public, which refer to
Subadviser or its clients in any way, prior to use thereof and
not to use such material if Subadviser reasonably objects in
writing five business days (or such other time as may be
mutually agreed upon) after receipt thereof. Sales literature
may be furnished to Subadviser hereunder by first-class or
overnight mail, electronic or facsimile transmission, or hand
delivery. Subadviser's right to object to such materials is
limited to the portions of such materials that expressly
relate to Subadviser, its services, and its clients.
11. NOTICES. Any notice under this Agreement must be given in writing as
provided below or to another address as either party may designate in
writing to the other.
Subadviser:
▇▇▇▇▇▇▇▇ Investment Management North America Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ Investment Management North America Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: Legal Dept.
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Manager:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Allianz Life Advisers, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
with a copy to:
H. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
Chief Legal Officer Allianz Life Advisers, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
12. AMENDMENTS. This Agreement may be amended by mutual agreement in
writing, subject to approval by the Board and the Fund's shareholders
to the extent required by the 1940 Act.
13. ASSIGNMENT. Subadviser shall not make an assignment of this Agreement
(as defined in the ▇▇▇▇ ▇▇▇) without the prior written consent of the
Fund and Manager. Notwithstanding the foregoing, no assignment shall be
deemed to result from any changes in the directors, officers, or
employees of Manager or Subadviser except as may be provided to the
contrary in the 1940 Act or the rules and regulations thereunder.
14. GOVERNING LAW. This Agreement, and, in the event of termination of the
Agreement, those sections that survive such termination of the
Agreement under Section 8, shall be governed by the laws of the State
of New York, without giving effect to the conflicts of laws principles
thereof, or any applicable provisions of the 1940 Act. To the extent
that the laws of the State of New York, or any of the provision of this
Agreement, conflict with applicable provisions of the 1940 Act, the
latter shall control.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
16. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement and, in the
event of termination of the Agreement, those sections that survive such
termination of the Agreement under Section 8, shall be binding upon and
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shall inure to the benefit of the parties hereto and their respective
successors.
17. INTERPRETATION. Any questions of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by
reference to such term or provision in the 1940 Act and to
interpretation thereof, if any, by the federal courts or, in the
absence of any controlling decision of any such court, by rules,
regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation, or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation, or
order.
18. HEADINGS. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
19. AUTHORIZATION. Each of the parties represents and warrants that the
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action by such party and when so executed
and delivered, this Agreement will be the valid and binding obligation
of such party in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ALLIANZ LIFE ADVISERS, LLC ▇▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT NORTH AMERICA INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President Title: Authorized Signatory
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
in accordance with the following schedule:
AVERAGE DAILY NET ASSETS* RATE
First $150 million 0.75%
Next $150 million 0.70%
Thereafter (all assets over $300 million) 0.60%
*When average daily net assets exceed the first breakpoint, multiple rates will
apply, resulting in a blended rate, e.g. if average daily net assets are $350
million, a rate of 75 bps would apply to $150 million, a rate of 70 bps would
apply to $150 million, and a rate of 60 bps would apply to the remaining $50
million.
The rates set forth above apply to average daily net assets that are subject to
the Subadviser's investment discretion in the following fund:
AZL Schroder International Small Cap Fund
Date: May 1, 2007