Allianz Global Investors Managed Accounts Trust (Formerly known as Fixed Income SHares) SUB-ADVISORY AGREEMENT
Exhibit (d)(xi)
Allianz Global Investors Managed Accounts Trust
(Formerly known as Fixed Income SHares)
(Formerly known as Fixed Income SHares)
AGREEMENT (“Agreement”) made this 3rd day of August, 2009 between Allianz Global Investors
Fund Management LLC, a Delaware limited liability company (the “Adviser”), and RCM Capital
Management LLC, a Delaware limited liability company (the “Sub-Adviser”).
WHEREAS, Allianz Global Investors Managed Accounts Trust (the “Trust”) is registered with the
Securities and Exchange Commission (“SEC”) as an open-end, management investment company under the
Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940
Act”); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest (“Shares”) in separate
series, with each such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Trust has established multiple series, including operational series or series
that are expected to be operational that are identified from time to time on Schedule A to this
Agreement (the “Portfolios”); and
WHEREAS, the Trust has retained the Adviser to render management services to the Portfolios
pursuant to an Investment Advisory Agreement dated as of March 15, 2000, as from time to time
amended, supplemented or modified, and such Agreement authorizes the Adviser to engage its
subsidiaries, affiliates, and others to render such services to the Trust, subject to the direction
and oversight of the Board of Trustees of the Trust and the Adviser; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish investment advisory services
to the Portfolios, and the Sub-Adviser is willing to furnish such services to the Portfolios and
the Adviser in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein
contained, it is agreed between the Adviser and the Sub-Adviser as follows:
1. Appointment. The Adviser hereby appoints RCM Capital Management LLC to act as
Sub-Adviser to the Portfolios for the periods and on the terms set forth in this Agreement. The
Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth, either
directly or through others selected by it, for the compensation (if any) herein provided.
In the event the Adviser wishes to retain the Sub-Adviser to render investment advisory
services to one or more series of the Trust other than the Portfolios, the Adviser shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such services, it shall notify the
Adviser in writing.
2. Sub-Advisory Duties. Subject to the supervision of the Trust’s Board of Trustees
and the Adviser, the Sub-Adviser, either directly or indirectly through others (“Portfolio
Managers”) selected by it pursuant to Section 3 of this Agreement, will provide a continuous
investment program for the Portfolios and determine the composition of the assets of the
Portfolios, including determination of the purchase, retention, or sale of the securities, cash,
and other investments for the Portfolios. The Sub-Adviser (or Portfolio Manager) will provide
investment research and analysis, which may consist of computerized investment methodology, and
will conduct a continuous program of evaluation, investment, sales, and reinvestment of the
Portfolios’ assets by determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Portfolios, when these transactions should be
executed, and what portion of the assets of the Portfolios should be held in the various securities
and other investments in which they may invest, and the Sub-Adviser (or Portfolio Manager) is
hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent
permitted by the investment policies of the Portfolios, the Sub-Adviser (or Portfolio Manager)
shall make decisions for the Portfolios as to foreign currency matters and make determinations as
to the retention or disposition of foreign currencies or
securities or other instruments
denominated in foreign currencies, or derivative instruments based upon foreign
currencies, including forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Portfolios. The Sub-Adviser (or
Portfolio Manager) will provide the services under this Agreement for each Portfolio in accordance
with the Portfolio’s investment objective or objectives, investment policies, and investment
restrictions as stated in the Trust’s Registration Statement filed on Form N-1A with the SEC, as
supplemented or amended from time to time, copies of which shall be sent to the Sub-Adviser and any
Portfolio Manager by the Adviser. In performing these duties, the Sub-Adviser, either directly or
indirectly through others selected by the Sub-Adviser pursuant to Section 3 of this Agreement:
(1) Shall conform with the 1940 Act and all rules and regulations thereunder, all other
applicable federal and state laws and regulations, with any applicable procedures adopted by
the Board of Trustees of the Trust, and with the provisions of the Trust’s Registration
Statement filed on Form N-1A, as supplemented or amended from time to time with respect to
the Portfolios.
(2) Shall use reasonable efforts to manage each Portfolio so that it qualifies as a
regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended from time to time, and the rules and regulations thereunder (the “Internal Revenue
Code”).
(3) Is responsible, in connection with its responsibilities under this Section 2, for
decisions to buy and sell securities and other investments for the Portfolios, for
broker-dealer and futures commission merchant (“FCM”) selection, and for negotiation of
commission rates. The Sub-Adviser’s (or Portfolio Manager’s) primary consideration in
effecting a security or other transaction will be to obtain the best execution for the
Portfolios, taking into account the factors specified in the Prospectus and Statement of
Additional Information for the Trust, as they may be amended or supplemented from time to
time. Subject to such policies as the Board of Trustees of the Trust may determine and
consistent with Section 28(e) of the Securities Act of 1934, the Sub-Adviser (or Portfolio
Manager) shall not be deemed to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of its having caused the Portfolios to pay a
broker or dealer, acting as agent, for effecting a portfolio transaction at a price in
excess of the amount of commission another broker or dealer would have charged for effecting
that transaction, if the Sub-Adviser (or Portfolio Manager) determines in good faith that
such amount of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Sub-Adviser’s (or Portfolio Manager’s) overall
responsibilities with respect to the Portfolios and to its other clients as to which it
exercises investment discretion. To the extent consistent with these standards, and in
accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and subject to any other applicable laws and regulations, the Sub-Adviser (or
Portfolio Manager) is further authorized to allocate the orders placed by it on behalf of
the Portfolios to the Sub-Adviser (or Portfolio Manager) if it is registered as a broker or
dealer with the SEC, to its affiliate that is registered as a broker or dealer with the SEC,
or to such brokers and dealers that also provide research or statistical research and
material, or other services to the Portfolios or the Sub-Adviser (or Portfolio Manager).
Such allocation shall be in such amounts and proportions as the Sub-Adviser (or Portfolio
Manager) shall determine consistent with the above standards, and, upon request, the
Sub-Adviser will report on said allocation to the Adviser and the Board of Trustees of the
Trust, indicating the brokers or dealers to which such allocations have been made and the
basis therefor.
(4) May, on occasions when the purchase or sale of a security is deemed to be in the
best interest of the Portfolios as well as any other investment advisory clients, to the
extent permitted by applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased with those of its other clients where
such aggregation is not inconsistent with the policies set forth in the Registration
Statement. In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-Adviser (or Portfolio Manager)
in a manner that is fair and equitable in the judgment of the Sub-Adviser (or Portfolio
Manager) in the exercise of its fiduciary obligations to the Trust and to such other
clients.
-2-
(5) Will, in connection with the purchase and sale of securities for the Portfolios,
arrange for the transmission to the custodian for the Trust on a daily basis, such
confirmation, trade tickets, and other
documents and information, including, but not limited to, Cusip, Sedol, or other
numbers that identify securities to be purchased or sold on behalf of the Portfolios, as may
be reasonably necessary to enable the custodian to perform its administrative and
recordkeeping responsibilities with respect to the Portfolios, and, with respect to
portfolio securities to be purchased or sold through the Depository Trust Company, will
arrange for the automatic transmission of the confirmation of such trades to the Trust’s
custodian.
(6) Will assist the custodian and recordkeeping agent(s) for the Trust in determining
or confirming, consistent with the procedures and policies stated in the Registration
Statement for the Trust, the value of any portfolio securities or other assets of the
Portfolios for which the custodian and recordkeeping agent(s) seek assistance (either
directly or through the Adviser) from the Sub-Adviser or identify for review by the
Sub-Adviser.
(7) Will make available to the Trust and Adviser, promptly upon request, each
Portfolio’s investment records and ledgers as are necessary to assist the Trust to comply
with the requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended,
and the rules and regulations thereunder (the “Advisers Act”), as well as other applicable
laws, and will furnish to regulatory authorities having the requisite authority any
information or reports in connection with such services which may be requested in order to
ascertain whether the operations of the Trust and the Portfolios are being conducted in a
manner consistent with applicable laws and regulations.
(8) Will regularly report to the Board of Trustees of the Trust on the investment
program for the Portfolios and the issuers and securities represented in the Portfolios’
portfolio, and will furnish the Board of Trustees of the Trust with respect to the
Portfolios such periodic and special reports as the Board of Trustees of the Trust may
reasonably request.
(9) Shall be responsible for making reasonable inquiries and for reasonably ensuring
that any employee of the Sub-Adviser has not, to the best of the Sub-Adviser’s knowledge:
(i) been convicted, in the last ten (10) years, of any felony or misdemeanor
involving the purchase or sale of any security or arising out of such person’s
conduct as an underwriter, broker, dealer, investment adviser, municipal securities
dealer, government securities broker, government securities dealer, transfer agent,
or entity or person required to be registered under the Commodity Exchange Act, as
amended, (the “Commodity Exchange Act”) or as an affiliated person, salesman, or
employee of any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any misconduct, by
order, judgment, or decree of any court of competent jurisdiction from acting as an
underwriter, broker, dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity Exchange Act, or as
an affiliated person, salesman or employee of any investment company, bank,
insurance company, or entity or person required to be registered under the Commodity
Exchange Act, or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of any
security.
In addition, without limiting the forgoing, the Sub-Adviser agrees that it shall be
responsible, either directly or through others selected by it, for daily monitoring of the
investment activities and portfolio holdings of each Portfolio’s investment portfolio in connection
with such Portfolio’s compliance with its investment objectives, policies and restrictions, as set
forth in such Portfolio’s current Prospectus(es) and Statement of Additional Information. The
Sub-Adviser shall also cooperate with and provide sufficient information to the Adviser to assist
the Adviser in its monitoring of the investment activities and portfolio holdings of each Portfolio
in connection with the Portfolio’s overall compliance with the 1940 Act, each Portfolio’s
compliance with the investment objectives, policies and restrictions of such Portfolio as set forth
in its current Prospectus(es) and Statement of Additional
-3-
Information, and each Portfolio’s
satisfaction of quarterly diversification requirements for qualification as a regulated investment
company under the Internal Revenue Code. In addition, the Sub-Adviser shall act on any
instructions of the Adviser with respect to the investment activities of each Portfolio to
ensure the Portfolios’ compliance with the foregoing.
3. Appointment of Portfolio Managers. The Sub-Adviser may, at its expense and subject
to its supervision, engage one or more persons (each a “Portfolio Manager”), including, but not
lmiited to, subsidiaries and affiliated persons of the Sub-Adviser or the Adviser, to render any or
all of the investment advisory services that the Sub-Adviser is obligated to render under this
Agreement including, for one or more of the Portfolios and, to the extent required by applicable
law, subject to the approval of the Trust’s Board of Trustees and/or the shareholders of one or
more Portfolios, to render investment advisory services including the provisions of a continuous
investment program and the composition of the securities and other assets of such Portfolio or
Portfolios. The Sub-Adviser shall retain any Portfolio Manager pursuant to a portfolio management
agreement with respect to each such Portfolio the terms and conditions of which are acceptable to
the Adviser and the Trust on behalf of the Portfolio. Any such portfolio management agreement,
together with any related written compliance or other operating policies and procedures and/or
written understandings between the Sub-Adviser and a Portfolio Manager (“Operating Guidelines”), a
copy of each of which (including any amendments) shall be delivered to the Adviser, shall set forth
the allocation of such services and responsibilities as between the Sub-Adviser and the Portfolio
Manager, provided that the Sub-Adviser shall be ultimately responsible for providing or procuring
such services and carrying out or causing to be carried out such responsibilities in accordance
with this Agreement. The Sub-Adviser (and not the Trust or the Adviser) will compensate any
Portfolio Manager for its services to the Portfolio, to the extent that such compensation shall be
paid. Subject to the provisions of the applicable portfolio management agreement with a Portfolio
Manager, the Sub-Adviser may terminate the services of any Portfolio Manager at any time with the
prior written consent of the Adviser, and shall at such time assume the responsibilities of such
Portfolio Manager unless and until a successor Portfolio Manager is selected.
In addition, it is understood that the Sub-Adviser and the Portfolio Manager, if any, shall
each make its officers and employees available to the other, as well as to the Adviser, from time
to time at reasonable times to review the investment policies of each Portfolio and to consult with
each other, any other sub-adviser(s) to the Portfolios and the Adviser regarding the investment
affairs of each Portfolio.
4. Disclosure about the Sub-Adviser. The Sub-Adviser has reviewed the Registration
Statement for the Trust filed with the SEC and represents and warrants that, with respect to the
disclosure about the Sub-Adviser or information relating, directly or indirectly, to the
Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which was required to be
stated therein or necessary to make the statements contained therein not misleading. The
Sub-Adviser further represents and warrants that it is a duly registered investment adviser under
the Advisers Act and a duly registered investment adviser in all states in which the Sub-Adviser is
required to be registered. The Adviser has received a current copy of the Sub-Adviser’s Uniform
Application for Investment Adviser Registration on Form ADV. The Sub-Adviser agrees to provide the
Adviser with current copies of the Sub-Adviser’s Form ADV, and any supplements or amendments
thereto.
5. Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses
incurred by it and its staff and for their activities in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any of the following:
| (1) | Expenses of all audits by the Trust’s independent public accountants; | ||
| (2) | Expenses of the Trust’s transfer agent(s), registrar, dividend disbursing agent(s), and shareholder recordkeeping services; | ||
| (3) | Expenses of the Trust’s custodial services, including recordkeeping services provided by the custodian; | ||
| (4) | Expenses of obtaining quotations for calculating the value of the |
-4-
| Portfolios’ net assets; | |||
| (5) | Expenses of obtaining portfolio activity reports for the Portfolios; | ||
| (6) | Expenses of maintaining the Trust’s tax records; | ||
| (7) | Salaries and other compensation of any of the Trust’s executive officers and employees, if any, who are not officers, directors, stockholders, or employees of the Sub-Adviser; | ||
| (8) | Taxes, if any, levied against the Trust or any of its series; | ||
| (9) | Brokerage fees and commissions in connection with the purchase and sale of portfolio securities for the Portfolios; | ||
| (10) | Costs, including the interest expenses, of borrowing money; | ||
| (11) | Costs and/or fees incident to meetings of the Trust’s shareholders, the preparation and mailings of prospectuses and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities or insurance authorities; | ||
| (12) | The Trust’s legal fees, including the legal fees related to the registration and continued qualification of the Trust’s shares for sale; | ||
| (13) | Costs of printing stock certificates representing shares of the Trust; | ||
| (14) | Board of Trustees’ fees and expenses to trustees who are not officers, employees, or members of the Sub-Adviser; | ||
| (15) | The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; | ||
| (16) | Association membership dues; | ||
| (17) | Extraordinary expenses of the Trust as may arise, including expenses incurred in connection with litigation, proceedings and other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and | ||
| (18) | Organizational and offering expenses and, if applicable, reimbursement (with interest) of underwriting discounts and commissions. |
6. Compliance.
(1) The Sub-Adviser agrees that it shall immediately notify the Adviser and the Trust
in the event (i) that the SEC has censured the Sub-Adviser or any Portfolio Manager; placed
limitations upon its activities, functions or operations; suspended or revoked its
registration as an investment adviser; or has commenced proceedings or an investigation that
may result in any of these actions, and (ii) upon having a reasonable basis for believing
that a Portfolio has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. The Sub-Adviser further agrees to
notify the Adviser and the Trust immediately of any material fact known to the Sub-Adviser
or any Portfolio Manager that is not contained in the Registration Statement, Prospectus or
Statement of Additional Information for the Trust, or any amendment or supplement thereto,
or of any statement contained therein that becomes untrue in any material respect.
-5-
(2) The Adviser agrees that it shall immediately notify the Sub-Adviser in the event
(i) that the SEC has censured the Adviser or the Trust; placed limitations upon either of
their activities, functions, or operations; suspended or revoked the Adviser’s registration
as an investment adviser; or has commenced proceedings or an investigation that may result
in any of these actions, and (ii) upon having a reasonable basis for believing that a
Portfolio has ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
7. Compensation. The Sub-Adviser shall receive no investment advisory or other fee
from the Adviser or the Trust for the services provided under this Agreement.
8. Independent Contractor. The Sub-Adviser shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise expressly provided herein or authorized by
the Adviser from time to time, have no authority to act for or represent the Adviser in any way or
otherwise be deemed its agent. The Sub-Adviser understands that unless expressly provided herein or
authorized from time to time by the Trust, the Sub-Adviser, either directly or through others
selected by it, shall have no authority to act for or represent the Trust in any way or otherwise
be deemed the Trust’s agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Sub-Adviser hereby agrees that all records which it maintains for the Portfolios are the
property of the Trust and further agrees to surrender promptly to the Trust any of such records
upon the Trust’s or the Adviser’s request, although the Sub-Adviser may, at its own expense, make
and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for
the period specified in that Rule.
10. Exercise of Voting and Other Rights. Unless otherwise instructed by the Board of
Trustees of the Trust or the Adviser, the Sub-Adviser shall have the responsibility to exercise or
procure the exercise of any voting right attaching to investments of each Portfolio in accordance
with proxy voting policies approved by the applicable Portfolio. Unless otherwise determined by
the Board of Trustees of the Trust or the Adviser and notified to the Sub-Adviser, the Adviser
shall have the responsibility to exercise or procure the exercise of any rights of the Trust with
respect to any class action proceedings or other legal action concerning investments of the
Portfolios.
11. Cooperation. Each party to this Agreement agrees to cooperate with each other
party and with all appropriate governmental authorities having the requisite jurisdiction
(including, but not limited to, the SEC) in connection with any investigation or inquiry relating
to this Agreement or the Trust.
12. Services Not Exclusive. It is understood that the services of the Sub-Adviser are
not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser (or its affiliates) from
providing similar services to other clients, including investment companies (whether or not their
investment objectives and policies are similar to those of the Portfolios) or from engaging in
other activities.
13. Liability. The Sub-Adviser shall give the Trust and the Adviser the benefit of the
Sub-Adviser’s best judgment and efforts in rendering services under this Agreement. The Sub-Adviser
may rely on information reasonably believed by it to be accurate and reliable. As an inducement for
the Sub-Adviser’s undertaking to render services under this Agreement, the Adviser agrees that
neither the Sub-Adviser nor its stockholders, partners, limited partners, members, officers,
directors, employees, or agents shall be subject to any liability for, or any damages, expenses or
losses incurred in connection with, any act or omission or mistake in judgment connected with or
arising out of any services rendered under this Agreement, except by reason of willful misfeasance,
bad faith, or gross negligence in performance of the Sub-Adviser’s duties, or by reason of reckless
disregard of the Sub-Adviser’s investment advisory obligations and duties under this Agreement.
14. Duration and Termination. This Agreement shall take effect as of the date hereof.
This Agreement shall remain in effect for two years from such date and continue thereafter on an
annual basis with respect to the Portfolios; provided that such annual continuance is specifically
approved at least annually (a) by the vote of a
-6-
majority of the Board of Trustees of the Trust or (b) by the vote of a majority of the
outstanding voting shares of the Portfolios, and provided that continuance is also approved by the
vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or
“interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Trust, the Adviser, or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval. This
Agreement may not be materially amended without (1) a majority vote of the outstanding shares (as
defined in the ▇▇▇▇ ▇▇▇) of the Portfolios, except to the extent permitted by any exemption or
exemptions that may be granted upon application made to the SEC or by any applicable SEC rule, and
(2) the prior written consent of the Sub-Adviser and the Adviser. This Agreement may be terminated:
(1) by the Trust at any time with respect to the services provided by the Sub-Adviser,
without the payment of any penalty, by vote of (1) a majority of the Board of Trustees of
the Trust; (2) a majority of the Board of Trustees of the Trust who are not parties to this
Agreement or “interested persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Trust,
the Adviser or the Sub-Adviser; or (3) a majority of the outstanding shares of the
Portfolios, on 60 days’ written notice to the Sub-Adviser;
(2) by the Sub-Adviser at any time, without the payment of any penalty, upon 60 days’
written notice to the Adviser and the Trust; or
(3) by the Adviser at any time, without the payment of any penalty, upon 60 days’
written notice to the Sub-Adviser and the Trust.
However, any approval of this Agreement by the holders of a majority of the outstanding shares
(as defined in the ▇▇▇▇ ▇▇▇) of a particular Portfolio shall be effective to continue this
Agreement with respect to such Portfolio notwithstanding (a) that this Agreement has not been
approved by the holders of a majority of the outstanding shares of any other Portfolio or (b) that
this Agreement has not been approved by the vote of a majority of the outstanding shares of the
Trust, unless such approval shall be required by any other applicable law or otherwise. This
Agreement will terminate automatically with respect to the services provided by the Sub-Adviser in
event of its assignment, as that term is defined in the 1940 Act, by the Sub-Adviser.
15. Agreement and Declaration of Trust. A copy of the Third Amended and Restated
Agreement and Declaration of Trust, as amended from time to time, for the Trust is on file with the
Secretary of the Commonwealth of Massachusetts. The Agreement and Declaration of Trust has been
executed on behalf of the Trust by a Trustee of the Trust in his capacity as Trustee of the Trust
and not individually. The obligations of this Agreement shall be binding upon the assets and
property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the
Trust individually.
16. Miscellaneous.
(1) This Agreement shall be governed by the laws of Massachusetts, provided that
nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers
Act or rules or orders of the SEC thereunder.
(2) The captions of this Agreement are included for convenience only and in no way
define or limit any of the provisions hereof or otherwise affect their construction or
effect.
(3) If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected
thereby, and to this extent, the provisions of this Agreement shall be deemed to be
severable. To the extent that any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise with regard to any party hereunder, such
provisions with respect to other parties hereto shall not be affected thereby.
(4) The parties hereto acknowledge and agree that the Trust is an express third party
beneficiary to this Agreement. Except as provided in the preceding sentence, the parties
agree that this Agreement is not intended to benefit, or create any right or cause of action
in or on behalf of, any other person or entity.
-7-
(5) With respect to any actions brought by the Adviser or the Trust against the
Sub-Adviser, the Sub-Adviser: (i) consents to the subject matter and in personam
jurisdiction and venue in the United States District Court for the District of
Massachusetts; (ii) waives the right to contest the subject matter and in personam
jurisdiction and venue in the United States District Court for the District of Massachusetts
on any ground; and (iii) agrees that service of process upon it can be made either in person
or by certified or registered mail, return receipt requested, at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel, or any other address designated
by the Adviser as the address to which notices pursuant to this Agreement should be sent.
The Sub-Adviser agrees that service to such address shall be deemed to constitute sufficient
service of process under both the federal and state rules of civil procedure wherever the
case is filed. In the event it is determined that the United States District Court for the
District of Massachusetts should lack subject matter jurisdiction for any reason, the
Sub-Adviser consents to the subject matter and in personarn jurisdiction and venue in a
Massachusetts State court of competent jurisdiction in Suffolk County.
(6) This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and one and the same instrument.
-8-
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the
day and year first above written.
| ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC | ||||||
| By: Name: |
/s/ E. ▇▇▇▇▇ ▇▇▇▇▇
|
|||||
| Title: | Chief Executive Officer | |||||
| RCM CAPITAL MANAGEMENT LLC | ||||||
| By: Name: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
|
|||||
| Title: | Chief Operating Officer | |||||
-9-
| Fund | Effective Date | |
Equity Shares: Series I
|
August 3, 2009 |
[Signature page follows]
-10-
IN WITNESS WHEREOF, ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC and RCM CAPITAL MANAGEMENT
LLC have each caused this Schedule A to Sub-Advisory Agreement to be signed in its behalf by its
duly authorized representative, on this 3rd day of August, 2009.
| ALLIANZ GLOBAL INVESTORS FUND | ||||||
| MANAGEMENT LLC | ||||||
| By: Name: |
/s/ E. ▇▇▇▇▇ ▇▇▇▇▇
|
|||||
| Title: | Chief Executive Officer | |||||
| RCM CAPITAL MANAGEMENT LLC | ||||||
| By: Name: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
|
|||||
| Title: | Chief Operating Officer | |||||
-11-