DISTRIBUTION AGREEMENT
AZL FUNDS AND FUSION FUNDS
THIS AGREEMENT is made as of August 28, 2007, by and among Allianz Variable
Insurance Products Trust and Allianz Variable Insurance Products Fund of Funds
Trust, each of which is a Delaware statutory trust (each trust, hereinafter, the
"Trust"), on behalf of each series of each Trust listed on Schedule I (each, a
"Fund" and collectively, the "Funds"), and Allianz Life Financial Services, LLC,
a Minnesota limited liability company (the "Distributor"). Absent written
notification to the contrary by either the Trust or the Distributor, each new
investment portfolio established in the future shall automatically become a
"Fund" for all purposes hereunder and shares of each new class established in
the future shall automatically become "Shares" for all purposes hereunder as if
set forth on Schedule I.
WHEREAS, the Trust is registered with the Securities and Exchange Commission
(the "SEC") as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust desires to retain the Distributor as the exclusive
distributor of the units of beneficial interest in all classes of shares
("Shares") of the Funds, and the Distributor is willing to render such services;
and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member of
the National Association of Securities Dealers, Inc. (the "NASD").
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. SERVICES AS DISTRIBUTOR.
1.1 The Distributor will act as agent for the distribution of Shares in
accordance with any instructions of the Trust's Board of Trustees and with the
Trust's registration statement then in effect under the Securities Act of 1933,
as amended (the "1933 Act"), and will transmit promptly any orders properly
received by it for the purchase or redemption of Shares to the Trust or its
transfer agent, or their designated agents. As used in this Agreement, the term
"registration statement" shall mean any registration statement, specifically
including, among other items, any then-current prospectus together with any
related then-current statement of additional information, filed with the SEC
with respect to Shares, and any amendments and supplements thereto which at any
time shall have been filed.
1.2 The Distributor agrees to use appropriate efforts to solicit orders
for the sale of Shares and will undertake such advertising and promotion as it
believes appropriate in connection with such solicitation. The Distributor
agrees to offer and sell Shares at the applicable public offering price or net
asset value next determined after an order is received. The Trust understands
that the Distributor may in the future be the distributor of shares of other
investment company portfolios including portfolios having investment objectives
similar to those of the Funds. The Trust further understands that existing and
future investors in the Funds may invest in shares of such other portfolios. The
Trust agrees that the Distributor's duties to such portfolios shall not be
deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3 The Distributor shall, at its own expense, finance such activities
as it deems reasonable and which are primarily intended to result in the sale of
Shares, including, but not limited to, advertising; compensation of
underwriters, dealers, and sales personnel; the printing and mailing of
prospectuses to other than current shareholders; and the printing and mailing of
sales literature.
1.4 The Trust shall be responsible for expenses relating to the
execution of any and all documents and the furnishing of any and all information
and otherwise taking, or causing to be taken, all actions that may be reasonably
necessary in connection with the registration of Shares under the 1933 Act and
the Trust under the 1940 Act and the qualification of Shares for sale under the
so-called "blue sky" laws in such states as the Trust directs and in such states
as the Distributor may recommend to the Trust which the Trust approves, and the
Trust shall pay all fees and other expenses incurred in connection with such
registration and qualification. The Trust shall be also responsible for the
preparation, printing, and distribution of prospectuses and statements of
additional information to shareholders and the direct expenses of the issue of
Shares.
1.5 The Distributor shall be responsible for preparing, reviewing, and
providing advice on all sales literature (such as, advertisements, brochures,
and shareholder communications) with respect to each of the Funds and shall
file, or cause to be filed, with the NASD or the appropriate regulators all such
materials as are required to be filed under applicable laws and regulations in
compliance with such laws and regulations.
1.6 In connection with all matters relating to this Agreement, the
Trust and the Distributor agree to comply with all applicable laws, rules, and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of
the NASD, and all other applicable federal and state laws, rules, and
regulations. The Distributor agrees to provide the Trust with such
certifications, reports, and other information as the Trust may reasonably
request from time to time to assist it in complying with, and monitoring for
compliance with, such laws, rules, and regulations.
1.7 Whenever in their judgment such action is warranted by unusual
market, economic, or political conditions, or by other circumstances of any
kind, the Trust's officers may decline to accept any orders for, or make any
sales of, Shares until such time as those officers deem it advisable to accept
such orders and to make such sales.
1.8 The Trust shall furnish from time to time, for use in connection
with the sale of Shares, such information with respect to the Funds and Shares
as the Distributor may reasonably request and the Trust warrants that such
information shall be true and correct. Without limiting the foregoing, the Trust
shall also furnish the Distributor upon request with: (a) audited annual and
unaudited semi-annual statements of the Trust's books and accounts with respect
to each Fund, and (b) from time to time such additional information regarding
the Funds' financial condition as the Distributor may reasonably request.
2
1.9 The Trust may from time to time adopt one or more distribution
plans pursuant to Rule 12b-1 under the 1940 Act. As compensation for services
rendered hereunder, the Distributor shall be entitled to receive from the Trust
the payments set forth on Schedule II attached hereto, as the same may be
amended from time to time by agreement of the parties. Distributor, from time to
time, may assign to any third party all or any portion of amounts payable to the
Distributor under this Agreement.
1.10 The Distributor shall prepare reports for the Board of Trustees of
the Trust regarding its activities under this Agreement as from time to time
shall be reasonably requested by the Board, including reports regarding the use
of Rule 12b-1 payments received by the Distributor, if any.
1.11 The Distributor is authorized to enter into written agreements
with banks, broker/dealers, and other financial institutions (collectively,
"Intermediaries"), based on such form(s) of sales support agreements as may be
approved by the Board of Trustees from time to time. The Distributor also may
enter into such agreements based on such additional forms of agreement as it
deems appropriate; provided, however, that the Distributor determines that the
Trust's responsibility or liability to any person under, or on account of any
acts or statements of any such selling agent under, any such sales support
agreement does not exceed its responsibility or liability under the form(s)
approved by the Board of Trustees; and provided further that the Distributor
determines that the overall terms of any such sales support agreement are not
materially less advantageous to the Trust than the overall terms of the form(s)
approved by the Board of Trustees. In entering into and performing such
agreements, the Distributor shall act as principal and not as agent for the
Trust or any Fund. Upon the failure of any Intermediary to pay for any order for
the purchase of Shares in accordance with the terms of the Fund's prospectus,
the Fund shall have the right to cancel the sale of such Shares, and thereupon
the Distributor shall be responsible for any loss sustained as a result thereof.
2. REPRESENTATIONS; INDEMNIFICATION.
2.1 The Trust represents to the Distributor that all registration
statements with respect to Shares and shareholder reports with respect to Funds
filed by the Trust with the SEC have been prepared in conformity with the
requirements of the 1933 Act, the 1934 Act, and the 1940 Act, as applicable, and
the applicable rules and regulations of the SEC thereunder. The Trust further
represents and warrants to the Distributor that any registration statement, when
such registration statement becomes effective, and any shareholder report, when
such report is filed, will contain all statements required to be stated therein
in conformity with the 1933 Act, the 1934 Act, and the 1940 Act, as applicable,
and the applicable rules and regulations of the SEC; that all statements of fact
contained in any such registration statement or shareholder report will be true
and correct when such registration statement becomes effective, or when such
shareholder report is filed; and that no registration statement, when such
registration statement becomes effective, and no shareholder report, when such
shareholder report is filed, will include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading to a purchaser of Shares; provided,
however, that the foregoing representations and warranties shall not apply to
any untrue statement of material fact or omission made in any registration
statement or shareholder report in reliance upon and in conformity with any
information furnished to the Trust by the Distributor or any affiliate thereof
3
and used in preparation thereof. The Trust authorizes the Distributor and
authorized banks, broker/dealers, and other financial institutions to use any
prospectus or statement of additional information in the form furnished from
time to time in connection with the sale of Shares and represented by the Trust
as being the then-current form of prospectus or then-current form of statement
of additional information.
2.2 The Trust agrees to indemnify, defend, and hold the Distributor,
its several officers and directors, and any person who controls the Distributor
within the meaning of Section 15 of the 1933 Act free and harmless from and
against any and all claims, demands, liabilities, and expenses (including the
cost of investigating or defending such claims, demands, or liabilities, and any
counsel fees incurred in connection therewith) which the Distributor, its
officers and directors, or any such controlling person may incur under the 1933
Act or under common law or otherwise, arising out of or based upon (a) any
breach by the Trust of any provision of this Agreement or (b) any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or shareholder report or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
any registration statement or shareholder report or necessary to make any
statement in such documents not misleading; provided, however, that the Trust's
agreement to indemnify the Distributor, its officers and directors, and any such
controlling person shall not be deemed to cover any claims, demands,
liabilities, or expenses arising out of any untrue statement or alleged untrue
statement or omission or alleged omission made in any registration statement or
shareholder report or in any financial or other statements in reliance upon and
in conformity with any information furnished to the Trust by the Distributor or
any affiliate thereof and used in the preparation thereof; and provided further
that the Trust's agreement to indemnify the Distributor, its officers and
directors, and any such controlling person shall not be deemed to cover any
liability to the Trust or its shareholders to which the Distributor, its
officers and directors, or any such controlling person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of the Distributor's, any such officer's or director's, or any such
controlling person's duties, or by reason of the Distributor's, any such
officer's or director's, or any such controlling person's reckless disregard of
its obligations and duties under this Agreement.
2.3 The Trust's agreement to indemnify the Distributor, its officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Trust's being notified of any action brought against the
Distributor, its officers or directors, or any such controlling person, such
notification to be given in writing and to be transmitted by personal delivery,
first class mail, overnight courier, facsimile, or other electronic means to the
address or facsimile number contained in paragraph 8 of this Agreement, or to
such other addresses or facsimile numbers as the parties hereto may specify from
time to time in writing and such notification to be sent to the Trust within a
reasonable period of time after the summons or other first legal process shall
have been served. The failure to so notify the Trust of any such action shall
not relieve the Trust from any liability hereunder, which the Trust may have to
the person against whom such action is brought by reason of any such untrue or
alleged untrue statement, or omission or alleged omission, except to the extent
the Trust has been actually prejudiced by such delay. The Trust will be entitled
to assume at its own expense the defense of any suit brought to enforce any such
claim, demand, or liability, but, in such case, such defense shall be conducted
by counsel of good standing chosen by the Trust and approved by the Distributor,
4
which approval shall not unreasonably be withheld. In the event the Trust elects
to assume the defense of any such suit and retain counsel approved by the
Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case the
Distributor reasonably does not approve of counsel chosen by the Trust, the
Trust will reimburse the Distributor, its officers and directors, or the
controlling person or persons named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by the Distributor or them.
2.4 The Trust's indemnification agreement contained in paragraph 2.2
and the Trust's representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Distributor, its officers or directors, or any controlling
person, and shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to the Distributor's benefit, to the benefit of
its several officers and directors, and their respective estates, and to the
benefit of the controlling persons and their successors. The Trust agrees
promptly to notify the Distributor of the commencement of any litigation or
proceedings against the Trust or any of its officers or Trustees in connection
with the issue and sale of any Shares.
2.5 The Distributor agrees to indemnify, defend, and hold the Trust,
its several officers and Trustees, and any person who controls the Trust within
the meaning of Section 15 of the 1933 Act free and harmless from and against any
and all claims, demands, liabilities, and expenses (including the costs of
investigating or defending such claims, demands, or liabilities and any counsel
fees incurred in connection therewith) which the Trust, its officers or
Trustees, or any such controlling person, may incur under the 1933 Act or under
common law or otherwise, but only to the extent that such liability or expense
incurred by the Trust, its officers or Trustees, or such controlling person
resulting from such claims or demands, shall arise out of or be based upon (a)
any untrue, or alleged untrue, statement of a material fact contained in
information furnished by the Distributor or any affiliate thereof to the Trust
or its counsel and used in the Trust's registration statement or shareholder
reports, or any omission, or alleged omission, to state a material fact in
connection with such information furnished by the Distributor or any affiliate
thereof to the Trust or its counsel required to be stated in such information or
necessary to make such information not misleading, (b) any untrue statement of a
material fact contained in any sales literature prepared by the Distributor, or
any omission to state a material fact required to be stated therein or necessary
to make such sales literature not misleading (except to the extent arising out
of information furnished by the Trust to the Distributor for use therein), (c)
any willful misfeasance, bad faith, or gross negligence in the performance of
the Distributor's obligations and duties under the Agreement or by reason of its
reckless disregard thereof, or (d) any breach by the Distributor of any
provision of this Agreement. The Distributor's agreement to indemnify the Trust,
its officers and Trustees, and any such controlling person, as aforesaid, is
expressly conditioned upon the Distributor's being notified of any action
brought against the Trust, its officers or Trustees, or any such controlling
person, such notification to be given in writing and to be transmitted by
personal delivery, first class mail, overnight courier, facsimile or other
electronic means to the address or facsimile number contained in paragraph 8 of
this Agreement, or to such other addresses or facsimile numbers as the parties
hereto may specify from time to time in writing and such notification to be sent
to the Distributor by the person against whom such action is brought within a
reasonable period of time after the summons or other first legal process shall
have been served. The failure to so notify the Distributor of any such action
5
shall not relieve the Distributor or any affiliate thereof from any liability
hereunder, which the Distributor or any affiliate thereof may have to the Trust,
its officers or Trustees, or to such controlling person by reason of any such
untrue or alleged untrue statement, or omission or alleged omission, or other
conduct covered by this indemnity agreement, except to the extent the
Distributor has been actually prejudiced by such delay. The Distributor shall
have the right to control the defense of such action, with counsel of good
standing of its own choosing, approved by the Board of Trustees of the Trust,
which approval shall not unreasonably be withheld, if such action is based
solely upon such misstatement or omission, or alleged misstatement or omission,
on the Distributor's part or any affiliate thereof.
2.6 The Trust agrees to advise the Distributor as soon as reasonably
practicable of the issuance by the SEC of any stop order suspending the
effectiveness of the registration statement then in effect or of the initiation
of any proceeding for that purpose. Thereafter, no Shares shall be offered by
either the Distributor or the Trust under any of the provisions of this
Agreement, and no orders for the purchase or sale of Shares hereunder shall be
accepted by the Trust if and so long as the effectiveness of the registration
statement then in effect or any necessary amendments thereto shall be suspended
under any of the provisions of the 1933 Act, or if and so long as a current
prospectus, as required by Section 10(b) of the 1933 Act is not on file with the
SEC; provided, however, that nothing contained in this paragraph 2.6 shall in
any way restrict or have any application to, or bearing upon, the Trust's
obligation to repurchase Shares from any shareholder in accordance with the
provisions of the Trust's prospectus or Declaration of Trust.
3. CONFIDENTIALITY.
The Trust and Distributor may receive from each other information, or
access to information, about the customers or about consumers generally
(collectively, "Customer Information") including, but not limited to, nonpublic
personal information such as a customer's name, address, telephone number,
account relationships, account balances, and account histories. Each of the
Trust and Distributor agrees on behalf of their respective employees that all
information, including Customer Information, obtained pursuant to this Agreement
shall be considered confidential information. Except as permitted by law or
required by order of a court, a governmental authority, or a self-regulatory
organization having jurisdiction over the parties, none of the parties shall
disclose such confidential information to any other person or entity or use such
confidential information other than to carry out the purposes of this Agreement,
including its use under applicable provisions of the SEC's Regulation S-P in the
ordinary course of carrying out the purposes of this Agreement.
4. ANTI-MONEY LAUNDERING PROGRAM.
The Distributor represents and warrants that it (a) has adopted an
anti-money laundering compliance program ("AML Program") that satisfies the
requirements of all applicable laws and regulations; and (b) will notify the
Trust promptly if an inspection by the appropriate regulatory authorities of its
AML Program identifies any material deficiency, and will promptly remedy any
material deficiency of which it learns.
6
5. LIMITATIONS OF LIABILITY.
Except as otherwise provided in paragraph 2.5, the Distributor shall
not be liable for any error of judgment or mistake of law, or for any loss
suffered by the Trust or any Fund in connection with matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
or gross negligence on its part in the performance of its duties or from
reckless disregard of its obligations and duties under this Agreement.
6. TERM; TERMINATION.
6.1 This Agreement shall become effective on the date of its execution
and, unless sooner terminated as provided herein, shall continue in effect for a
period of two (2) years from the date written above. This Agreement shall
thereafter continue from year to year, provided such continuance is specifically
approved at least annually by (i) the Trust's Board of Trustees, or (ii) a vote
of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities
of the Fund, provided that in either event the continuance is also approved by
the majority of the Trust's Trustees who are not parties to this Agreement or
interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any such party, by vote cast
in person at a meeting called for the purpose of voting on such approval.
6.2 This Agreement is terminable with respect to a Fund, without
penalty, on not less than sixty (60) days' written notice, by the Trust's Board
of Trustees, by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the
outstanding voting securities of such Fund, or by the Distributor. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Upon termination, the obligations of the parties under
this Agreement shall cease except for unfulfilled obligations and liabilities
arising prior to termination and the provisions of Sections 2, 3, 5, and 7.
7. LIMITED RECOURSE.
The names "Allianz Variable Insurance Products Trust," "Allianz
Variable Insurance Products Fund of Funds Trust," "Trustees of Allianz Variable
Insurance Products Trust," and "Trustees of Allianz Variable Insurance Products
Fund of Funds Trust" refer respectively to each Trust created by its respective
Declaration of Trust and the Trustees as Trustees but not individually or
personally. All parties hereto acknowledge and agree that any and all
liabilities of the Trust arising, directly or indirectly, under this Agreement
will be satisfied solely out of the assets of the Trust and that no Trustee,
officer, or shareholder shall be personally liable for any such liabilities. All
persons dealing with any Fund of the Trust must look solely to the property
belonging to such Fund for the enforcement of any claims against the Trust.
8. NOTICES.
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to such address as may be designated for the
receipt of such notice. Until further notice, it is agreed that the address of
the Trust shall be:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Legal Officer
Fax: ▇▇▇.▇▇▇.▇▇▇▇
7
and that of the Distributor shall be:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Legal Officer
Fax: ▇▇▇.▇▇▇.▇▇▇▇
9. MISCELLANEOUS.
9.1 A provision of this Agreement may be changed, waived, discharged,
or terminated only by an instrument in writing signed by the party against which
an enforcement of the change, waiver, discharge or termination is sought.
9.2 This Agreement shall be governed by the laws of the Minnesota as in
effect as of the date hereof and the applicable provisions of the 1940 Act. To
the extent that the applicable law of Minnesota, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
9.3 This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement.
8
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.
EACH TRUST DESIGNATED IN SCHEDULE I,
on behalf of its respective Funds
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
Vice President of each Trust
ALLIANZ LIFE FINANCIAL SERVICES, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
President
9
SCHEDULE I
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
AZL AIM Basic Value Fund AZL AIM International Equity Fund AZL Columbia
Technology Fund AZL ▇▇▇▇▇ NY Venture Fund AZL Dreyfus Founders Equity Growth
Fund AZL Dreyfus Premier Small Cap Value Fund AZL First Trust Target Double Play
Fund AZL Franklin Small Cap Value Fund AZL ▇▇▇▇▇▇▇▇ 20/20 Focus Fund AZL
▇▇▇▇▇▇▇▇ Growth Fund AZL LMP Large Cap Growth Fund AZL ▇▇▇▇ ▇▇▇▇▇ Growth Fund
AZL ▇▇▇▇ ▇▇▇▇▇ Value Fund AZL Money Market Fund AZL NACM International Fund AZL
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Regency Fund AZL OCC Opportunity Fund AZL OCC Renaissance Fund
AZL OCC Value Fund AZL ▇▇▇▇▇▇▇▇▇▇▇ Developing Markets Fund AZL ▇▇▇▇▇▇▇▇▇▇▇
Global Fund AZL ▇▇▇▇▇▇▇▇▇▇▇ International Growth Fund AZL ▇▇▇▇▇▇▇▇▇▇▇ Main
Street Fund
AZL PIMCO Fundamental IndexPLUS Total Return Fund AZL S&P 500 Index Fund AZL
▇▇▇▇▇▇▇▇ International Small Cap Fund AZL Small Cap Stock Index Fund AZL
TargetPLUS Balanced Fund AZL TargetPLUS Equity Fund AZL TargetPLUS Moderate Fund
AZL TargetPLUS Growth Fund AZL ▇▇▇▇▇▇ Quantitative Small Cap Growth Fund AZL ▇▇▇
▇▇▇▇▇▇ Aggressive Growth Fund AZL ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund AZL ▇▇▇ ▇▇▇▇▇▇ Equity
and Income Fund AZL ▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund AZL ▇▇▇ ▇▇▇▇▇▇ Global Real
Estate Fund AZL ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund AZL ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth
Fund AZL ▇▇▇ ▇▇▇▇▇▇ Strategic Growth Fund
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
AZL Fusion Balanced Fund
AZL Fusion Moderate Fund
AZL Fusion Growth Fund
10
SCHEDULE II
COMPENSATION
FEE AS A PERCENTAGE OF DAILY NET ASSETS
25 basis points
Approved: August 28, 2007
11