AMENDED AND RESTATED
SUBADVISORY AGREEMENT
Agreement made as of the 1st day of July, 2008, by and between Allianz
Investment Management LLC (formerly know as Allianz Life Advisers, LLC and
USAllianz Life Advisers, LLC), a Minnesota limited liability company
("Manager"), and ▇▇▇▇ ▇▇▇▇▇ Capital Management, Inc., a Maryland corporation
("Subadviser");
WHEREAS each of the funds listed in Schedule A (each, a "Fund," and
collectively, the "Funds") is a series of a Delaware business trust registered
as an investment company under the Investment Company Act of 1940, as amended
(the "1940 Act");
WHEREAS Manager has entered into an investment management agreement
(the "Management Agreement") with the Funds pursuant to which Manager provides
investment advisory services to the Funds in accordance with the terms and
conditions set forth in this Agreement;
WHEREAS Manager and Subadviser entered into a Portfolio Management
Agreement dated July 27, 2004, as amended effective April 4, 2005, under the
terms of which Subadviser provides investment advisory services to the certain
Funds; and
WHEREAS Manager and the Funds each desire to continue to retain
Subadviser to provide investment advisory services to the Funds, and Subadviser
is willing to render such investment advisory services;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
(a) Portfolio Management. Subject to supervision by Manager and
the Funds' Board of Trustees (the "Board"), Subadviser shall
manage the investment operations and the composition of that
portion of assets of each of the Funds which is allocated to
Subadviser from time to time by Manager (which portion may
include any or all of the Funds' assets), including the
purchase, retention, and disposition thereof, in accordance
with the Funds' 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 Funds allocated to it by Manager, and
what portion of such assets will be invested or held
uninvested as cash. Subadviser is prohibited from
consulting with any other subadviser of any of the
Funds concerning transactions
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of the Funds in securities or other assets, other
than for purposes of complying with the conditions of
Rule 12d3-1(a) or (b) under the 1940 Act. Unless
Manager or the Funds give written instructions to the
contrary, Subadviser shall vote, or abstain from
voting, all proxies with respect to companies whose
securities are held in that portion of each of the
Funds allocated to it by Manager, using its best good
faith judgment to vote, or abstain from voting, such
proxies in the manner that best serves the interests
of the Funds' shareholders. Subadviser shall not be
responsible for pursuing rights, including class
action settlements and other legal causes of actions,
relating to the purchase, sale, or holding of
securities by the Funds; provided, however, that
Subadviser shall provide notice to Manager of any
such potential claim and cooperate with Manager in
any possible proceeding.
(ii) Investment Limits. In the performance of its duties
and obligations under this Agreement, Subadviser shall
act in conformity with applicable limits and
requirements, as amended from time to time, as set
forth in the (A) each 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 Funds,
including, but not limited to, Section 817(h); and all
other applicable federal and state laws and
regulations; and (D) the procedures and standards set
forth in, or established in accordance with, the
Management Agreement to the extent communicated to
Subadviser. In addition, Subadviser shall act in
conformity, in all material respects, with any and all
such investment and compliance policies and procedures
of subadviser as are communicated to the Funds and/or
Manager to the extent that such policies and
procedures relate to the services required to be
performed by Subadviser on behalf of the Funds under
this Agreement.
(iii) Portfolio Transactions.
(A) Trading. With respect to the securities and other
investments to be purchased or sold for the
Funds, Subadviser shall place orders with or through
such persons, brokers, dealers, or futures commission
merchants (including, but not limited to,
broker-dealers that are affiliated with Manager or
Subadviser) as may be selected by Subadviser;
provided, however, that such orders shall be
consistent with the brokerage policy set forth in each
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
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extent permitted by applicable law, consider the
research provided by, and the financial responsibility
of, brokers, dealers, or futures commission merchants
who may effect, or be a party to, any such transaction
or other transactions to which Subadviser's other
clients may be a party.
(B) Aggregation of Trades. On occasions when Subadviser
deems the purchase or sale of a security or futures
contract to be in the best interest of one or more of
the Funds as well as other clients of Subadviser,
Subadviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation
to, aggregate the securities or futures contracts to
be sold or purchased in order to seek best execution.
In such event, Subadviser will make allocation of the
securities or futures contracts so purchased or sold,
as well as the expenses incurred in the transaction,
in the manner Subadviser considers to be the most
equitable and consistent with its fiduciary
obligations to the Funds and to such other clients.
(iv) Records and Reports. Subadviser (A) shall maintain
such books and records as are required based on the
services provided by Subadviser pursuant to this
Agreement under the 1940 Act and as are necessary for
Manager to meet its record keeping obligations
generally set forth under Section 31 and related rules
thereunder, (B) shall render to the Board such
periodic and special reports as the Board or Manager
may reasonably request in writing, and (C) shall meet
with any persons at the request of Manager or the
Board for the purpose of reviewing Subadviser's
performance under this Agreement at reasonable times
and upon reasonable advance written notice.
(v) Transaction Reports. On each business day Subadviser
shall provide to the Funds' custodian and the Funds'
administrator information relating to all transactions
concerning the Funds' assets 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 Funds' annual and
semi-annual reports, in a format approved by Manager, and
shall (A) certify that such information and commentary
discuss the factors that materially affected the performance
of the portion of each of the Funds allocated to Subadviser
under this Agreement, including the relevant market
conditions and the investment techniques and strategies
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used, and do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
information and commentary not misleading, and (B) provide
additional certifications related to Subadviser's management
of the Funds in order to support the Funds' filings on Form
N-CSR and Form N-Q, and the Funds' Principal Executive
Officer's and Principal Financial Officer's certifications
under Rule 30a-2 under the 1940 Act, thereon; (ii) a
quarterly sub-certification with respect to compliance
matters related to Subadviser and the Subadviser's
management of the Funds, in a format reasonably requested by
Manager, as it may be amended from time to time; (iii) an
annual sub-certification with respect to matters relating to
the Funds' compliance program under Rule 38a-1, in a format
reasonably requested by Manager, and (iv) an annual
certification from the Subadviser's Chief Compliance
Officer, appointed under Rule 206(4)-7 under the Investment
Advisers Act of 1940 (the "Advisers Act"), or his or her
designee, with respect to the design and operation of
Subadviser's compliance program, in a format reasonably
requested by Manager.
(c) Maintenance of Records. Subadviser shall timely furnish to
Manager all information relating to Subadviser's services
hereunder which are needed by Manager to maintain the books
and records of the Funds required under the 1940 Act.
Subadviser shall maintain for the Funds the records required
by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and
(f) of Rule 31a-1 under the 1940 Act and any additional
records as agreed upon by Subadviser and Manager. Subadviser
agrees that all records that it maintains for the Funds are
the property of the Funds and Subadviser will surrender
promptly to the Funds any of such records upon the Funds'
request; provided, however, that Subadviser may retain a
copy of such records. Subadviser further agrees to preserve
for the periods prescribed under the 1940 Act any such
records as are required to be maintained by it pursuant to
Section 1(a) hereof.
(d) Fidelity Bond and Code of Ethics. Subadviser will provide
the Funds with periodic written certifications that, with
respect to its activities on behalf of the Funds, Subadviser
maintains (i) adequate fidelity bond insurance and (ii) an
appropriate Code of Ethics and related reporting procedures.
(e) Confidentiality. Subadviser 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 Funds or Manager that is received by Subadviser in
connection with this Agreement, including information with
regard to the portfolio holdings and characteristics of the
portion of each of the Funds allocated to Subadviser that
Subadviser manages under the terms of this Agreement.
Subadviser maintains policies requiring all employees with
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access to Portfolio Information to keep such information
confidential. The foregoing shall not prevent Subadviser
from disclosing Portfolio Information that is (1) publicly
known or becomes publicly known through no unauthorized act,
(2) rightfully received from a third party without
obligation of confidentiality, (3) approved in writing by
Manager for disclosure, or (4) required to be disclosed
pursuant to a requirement of a governmental agency, court
order, or law so long as Subadviser, if lawfully permitted
to do so, provides Manager with prompt written notice of
such requirement as soon as is practicable with respect to
any such disclosure.
2. Manager's Duties. Manager shall oversee and review Subadviser's
performance of its duties under this Agreement. Manager shall also
retain direct portfolio management responsibility with respect to any
assets of the Funds that are not allocated by it to the portfolio
management of Subadviser as provided in Section 1(a) hereof or to any
other subadviser. Manager will periodically provide to Subadviser a
list of the affiliates of Manager or the Funds (other than affiliates
of Subadviser) to which investment restrictions apply, and will
specifically identify in writing (a) all publicly traded companies in
which the Funds may not invest, together with ticker symbols for all
such companies (Subadviser will assume that any company name not
accompanied by a ticker symbol is not a publicly traded company), and
(b) any affiliated brokers and any restrictions that apply to the use
of those brokers by Subadviser.
3. Documents Provided to Subadviser. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of the Funds'
Prospectus and SAI, and will promptly deliver to it all future
amendments and supplements, if any.
4. Compensation of Subadviser. 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 Funds' assets allocated to
Subadviser under this Agreement at the annual rates as a percentage of
such average daily net assets set forth in the attached Schedule A,
which Schedule may be modified from time to time upon mutual written
agreement of the parties to reflect changes in annual rates, subject to
any approvals required by the ▇▇▇▇ ▇▇▇. For the purpose of determining
fees payable to the Subadviser, the value of the Funds' average daily
assets allocated to Subadviser under this Agreement shall be computed
at the times and in the manner specified in the Funds' Prospectus or
Statement of Additional Information as from time to time in effect. If
this Agreement becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination,
as the case may be, shall be prorated according to the proportion that
such partial month bears to the full month in which such effectiveness
or termination occurs.
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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 any
of the Funds to Manager; (v) to the best of its knowledge,
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 Funds of the occurrence
of any event that would disqualify Subadviser from serving
as an investment adviser of an investment company pursuant
to Section 9(a) of the 1940 Act or, if lawfully permitted to
do so, in the event that Subadviser or any of the affiliates
operating under the "▇▇▇▇ ▇▇▇▇▇ Capital Management" name
becomes aware that it is the subject of an administrative
proceeding or enforcement action by the SEC or other
regulatory authority. Subadviser further agrees to notify
Manager and the Funds immediately of any material fact known
to Subadviser concerning Subadviser that is not contained in
the Funds' registration statement, or any amendment or
supplement thereto, but that is required to be disclosed
therein, and of any statement contained therein that becomes
untrue in any material respect.
(b) Subadviser has adopted a written code of ethics to comply
with the requirements of Rule 17j-1 under the 1940 Act and
will provide Manager with a copy of the code of ethics.
Within 60 days of the end of the last calendar quarter of
each year that this Agreement is in effect, a duly
authorized officer of Subadviser shall certify to Manager
that Subadviser has complied with the requirements of Rule
17j-1 during the previous year and that there has been no
material violation of Subadviser's code of ethics or, if
such a violation has occurred, that 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.
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(d) Subadviser will promptly notify Manager of any changes in
its controlling shareholders or in the key personnel who are
either the portfolio manager(s) responsible for the Funds or
the Subadviser's Chief Executive Officer or President, or if
there is otherwise an actual or expected change in control
or management of Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates
will in any way refer directly or indirectly to its
relationship with the Funds or Manager, or any of their
respective affiliates in offering, marketing, or other
promotional materials without the prior written consent of
Manager, which consent shall not be unreasonably withheld.
6. Representations of Manager. Manager represents and warrants as follows:
(a) Manager (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement,
(iii) has 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.
(b) Manager agrees that neither it nor any of its affiliates
will in any way refer directly or indirectly to its
relationship with Subadviser, or any of its affiliates in
offering, marketing, or other promotional materials without
the prior written consent of Subadviser, which consent shall
not be unreasonably withheld.
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 Funds or their 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 Funds or their
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
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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 each of the Funds managed
by Subadviser will achieve any particular rate of return or
that its performance will match that of any benchmark index
or other standard or objective.
(b) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Subadviser, any of its
affiliates, and any of the officers, partners, employees,
consultants, or agents thereof shall not be liable for any
losses, claims, damages, liabilities, or litigation
(including legal and other expenses) incurred or suffered by
the Funds, Manager, 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 Funds, except that nothing in
this Agreement shall operate or purport to operate in any
way to exculpate, waive, or limit the liability of
Subadviser for, and Subadviser shall indemnify and hold
harmless the Funds and Manager Indemnitees against, any and
all losses, claims, damages, liabilities, or litigation
(including reasonable legal and other expenses) to which any
of the Fund and Manager Indemnitees may become subject under
the 1933 Act, the 1940 Act, the Advisers Act, or under any
other statute, at common law, or otherwise arising out of or
based on (i) any willful misconduct, bad faith, reckless
disregard, or gross negligence of Subadviser in the
performance of any of its duties or obligations hereunder;
(ii) any untrue statement of a material fact regarding the
Subadviser contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or
other materials pertaining to the Funds or the omission to
state therein a material fact regarding the Subadviser which
was required to be stated therein or necessary to make the
statements therein not misleading, if such statement or
omission was made in reliance upon written information
furnished to Manager or the Funds by the Subadviser
Indemnitees (as defined below) for use therein; or (iii) any
violation of federal or state statutes or regulations by
Subadviser. It is further understood and agreed that
Subadviser may rely upon information furnished to it by
Manager that it reasonably believes to be accurate and
reliable.
(c) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Manager and the Funds shall
not be liable for any losses, claims, damages, liabilities,
or litigation (including legal and other expenses) incurred
or suffered by Subadviser or any of its affiliated persons
thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇
▇▇▇) or controlling persons (as described in Section 15 of
the 1933 Act) (collectively, "Subadviser Indemnitees") as a
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result of any error of judgment or mistake of law by Manager
with respect to the Funds, except that nothing in this
Agreement shall operate or purport to operate in any way to
exculpate, waive, or limit the liability of Manager for, and
Manager shall indemnify and hold harmless the Subadviser
Indemnitees against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and
other expenses) to which any of the Subadviser Indemnitees
may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, or under any other statute, at common law, or
otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard, or gross
negligence of Manager in the performance of any of its
duties or obligations hereunder; (ii) any untrue statement
of a material fact contained in the Prospectus and SAI,
proxy materials, reports, advertisements, sales literature,
or other materials pertaining to the Funds or the omission
to state therein a material fact which was required to be
stated therein or necessary to make the statements therein
not misleading, unless such statement or omission concerned
Subadviser and was made in reliance upon written information
furnished to Manager or the Funds by a Subadviser Indemnitee
for use therein, or (iii) any violation of federal or state
statutes or regulations by Manager or the Funds. It is
further understood and agreed that Manager may rely upon
information furnished to it by Subadviser that it reasonably
believes to be accurate and reliable.
(d) After receipt by Manager, the Funds, or Subadviser, their
affiliates, or any officer, director, employee, or agent of
any of the foregoing, entitled to indemnification as stated
in (b) or (c) above ("Indemnified Party") of notice of the
commencement of any action, if a claim in respect thereof is
to be made against any person obligated to provide
indemnification under this section ("Indemnifying Party"),
such Indemnified Party shall notify the Indemnifying Party
in writing of the commencement thereof as soon as
practicable after the summons or other first written
notification giving information about the nature of the
claim that has been served upon the Indemnified Party;
provided that the failure to so notify the Indemnifying
Party will not 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
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by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Indemnifying
Party shall not be liable for any settlement of any
proceeding effected without its written consent, which
consent shall not be unreasonably withheld, but if settled
with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the
Indemnified Party from and against any loss or liability by
reason of such settlement or judgment.
8. Duration and Termination.
(a) Unless sooner terminated as provided herein, this Agreement
shall continue in effect for a period of more than two years
from the 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 Funds.
(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 one or
more of the Funds on 60 days' written notice to Subadviser.
This Agreement may also be terminated, without the payment
of any penalty, by Manager (i) upon 60 days' written notice
to Subadviser; (ii) upon material breach by Subadviser of
any representations and warranties set forth in this
Agreement, if such breach has not been cured within 20 days
after written notice of such breach; or (iii) immediately
if, in the reasonable judgment of Manager, Subadviser
becomes unable to discharge its duties and obligations under
this Agreement, including circumstances such as the
insolvency of Subadviser or other circumstances that could
adversely affect the Funds. Subadviser may terminate this
Agreement at any time, without payment of any penalty, (1)
upon 60 days' written notice to Manager; or (2) upon
material breach by Manager of any representations and
warranties set forth in the Agreement, if such breach has
not been cured within 20 days after written notice of such
breach. This Agreement shall terminate automatically in the
event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) or upon
the termination of the Management Agreement.
(c) In the event of termination of the Agreement, those sections
of the Agreement which govern conduct of the parties' future
interactions with respect to the Subadviser having provided
investment management services to the Funds for the duration
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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.
The Manager acknowledges that the Portfolio Manager may give advice and
take action with respect to any of their other clients or for their own
account which may differ from the timing or nature of action taken by
the Portfolio Manager with respect to the Funds. The Manager
acknowledges that the performance of a Fund may differ from the
performance of other accounts or investment companies managed by the
Portfolio Manager and that the Portfolio Manager is not expected to
replicate the holdings or returns of any other account or fund that the
Portfolio Manager manages.
10. References to Subadviser.
(a) The name "▇▇▇▇ ▇▇▇▇▇" is the property of Subadviser for
copyright and other purposes. Subadviser agrees that, for so
long as Subadviser is the sole subadviser of any Fund, the
name "▇▇▇▇ ▇▇▇▇▇" may be used in the name of such Fund and
that such use of the name "▇▇▇▇ ▇▇▇▇▇" may include use of
the name in prospectuses, reports, and sales materials.
(b) During the term of this Agreement, Manager agrees to furnish
to Subadviser at its principal office all prospectuses,
proxy statements, reports to shareholders, sales literature,
or other material prepared for distribution to sales
personnel, shareholders of the Funds or the public, which
refer to Subadviser or its clients in any way, prior to use
thereof and not to use such material if Subadviser
reasonably objects in writing five business days (or such
other time as may be mutually agreed upon) after receipt
thereof. Sales literature may be furnished to Subadviser
hereunder by first-class or overnight mail, electronic or
facsimile transmission, or hand delivery. Subadviser's right
to object to such materials is limited to the portions of
such materials that expressly relate to Subadviser, its
services, and its clients.
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.
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Subadviser:
▇▇▇▇ ▇▇▇▇▇ Capital Management, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Manager:
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Allianz Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
with a copy to:
Chief Legal Officer
Allianz Investment Management LLC
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
12. Amendments. This Agreement may be amended by mutual agreement in
writing, subject to approval by the Board and the Funds' shareholders
to the extent required by the 1940 Act.
13. Assignment. Subadviser shall not make an assignment of this Agreement
(as defined in the ▇▇▇▇ ▇▇▇) without the prior written consent of the
Funds and Manager. Notwithstanding the foregoing, no assignment shall
be deemed to result from any changes in the directors, officers, or
employees of Manager or Subadviser except as may be provided to the
contrary in the 1940 Act or the rules and regulations thereunder.
14. Governing Law. This Agreement, and, in the event of termination of the
Agreement, those sections that survive such termination of the
Agreement under Section 8, shall be governed by the laws of the State
of Minnesota, without giving effect to the conflicts of laws principles
thereof, or any applicable provisions of the 1940 Act. To the extent
that the laws of the State of Minnesota, or any of the provision of
this Agreement, conflict with applicable provisions of the 1940 Act,
the latter shall control.
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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
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 INVESTMENT ▇▇▇▇ ▇▇▇▇▇ CAPITAL MANAGEMENT LLC
MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: General Counsel
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
in accordance with the following schedule:
The rates set forth below apply to average daily net assets that are subject to
the Subadviser's investment discretion in the following Funds:
Fund Average Daily Net Assets Rate
AZL ▇▇▇▇ ▇▇▇▇▇ Growth Fund* First $200 million 0.40%
Thereafter (all assets over $200 million) 0.38%
AZL ▇▇▇▇ ▇▇▇▇▇ Value Fund* First $50 million 0.70%
Next $50 million 0.45%
Next $50 million 0.40%
Next $50 million 0.35%
Thereafter (all assets over $200 million) 0.30%
* When average daily net assets exceed the first breakpoint, multiple rates
will apply, resulting in a blended rate. For example, for the AZL ▇▇▇▇
▇▇▇▇▇ Growth Fund, if average daily net assets were $250 million, a rate of
40 bps would apply to $200 million and a rate of 38 bps would apply to the
remaining $50 million; for the AZL ▇▇▇▇ ▇▇▇▇▇ Value Fund, if average daily
net assets were $250 million, a rate of 70 bps would apply to $50 million,
a rate of 45 bps would apply to $50 million, a rate of 40 bps would apply
to $50 million, a rate of 35 bps would apply to $50 million, and a rate of
30 bps would apply to the remaining $50 million.
Date: July 1, 2008
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