SUBADVISORY AGREEMENT
Agreement made as of the 1st day of May, 2007, by and between Allianz
Life Advisers, LLC, a Minnesota limited liability company ("Manager"), and The
Dreyfus Corporation, a New York 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 the Funds each desire 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 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
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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, 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; (D) the procedures and standards set forth
in, or established in accordance with, the Management
Agreement to the extent communicated to Subadviser in
writing; and (E) any policies and procedures of Subadviser
communicated to the Funds and/or Manager.
(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 extent permitted by
applicable law, consider the research and investment
information 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
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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
reasonably requested by Manager, Subadviser shall timely
provide to Manager (i) information and commentary for the
Funds' annual and semi-annual reports, in a format
approved by Manager, and shall (A) certify that such
information and commentary discuss the factors that
materially affected the performance of the portion of each
of the Funds allocated to Subadviser under this Agreement,
including the relevant market conditions and the
investment techniques and strategies used, and do not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the information
and commentary not misleading and (B) provide additional
certifications related to Subadviser's management of the
Funds in order to support the Funds' filings on Form N-CSR
and Form N-Q, and the Funds' Principal Executive Officer's
and Principal Financial Officer's certifications under
Rule 30a-2 under the 1940 Act, thereon; (ii) a quarterly
sub-certification with respect to compliance matters
related to Subadviser and the Subadviser's management of
the Funds, in a form requested by Manager, as it may be
amended from time to time; (iii) a quarterly certification
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from the Subadviser's Chief Compliance Officer, appointed
under Rule 206(4)-7 under the Investment Advisers Act of
1940 (the "Advisers Act"), or his or her designee, with
respect to the design and operation of Subadviser's
compliance program, in a form provided by Manager, as it
may be amended from time to time; and (iv) such other
information or certifications requested by the Funds'
Chief Compliance Officer as shall be reasonably agreed to
by Subadviser.
(c) MAINTENANCE OF RECORDS. Subadviser shall timely furnish to
Manager all information relating to Subadviser's services
hereunder which are needed by Manager to maintain the
books and records of the Funds required under the 1940
Act. Subadviser shall maintain for the Funds the records
required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9),
(b)(10) and (f) of Rule 31a-1 under the 1940 Act and any
additional records as agreed upon by Subadviser and
Manager. Subadviser agrees that all records that it
maintains for the Funds are the property of the Funds and
Subadviser will surrender promptly to the Funds any of
such records upon the Funds' request; provided, however,
that Subadviser may retain a copy of such records.
Subadviser further agrees to preserve for the periods
prescribed under the 1940 Act any such records as are
required to be maintained by it pursuant to Section 1(a)
hereof.
(d) FIDELITY BOND AND CODE OF ETHICS. Subadviser will provide
the Funds with periodic written certifications that, with
respect to its activities on behalf of the Funds,
Subadviser maintains (i) adequate fidelity bond insurance
and (ii) an appropriate Code of Ethics and related
reporting procedures.
(e) CONFIDENTIALITY. Subadviser agrees that it shall exercise
the same standard of care that it uses to protect its own
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 will restrict access
to the Portfolio Information to those employees of
Subadviser who will use it only for the purpose of
managing its portion of the Funds. The foregoing shall not
prevent Subadviser from disclosing Portfolio Information
that is (1) publicly known or becomes publicly known
through no unauthorized act, (2) rightfully received from
a third party without obligation of confidentiality, (3)
approved in writing by Manager for disclosure, or (4)
required to be disclosed pursuant to a requirement of a
governmental agency or law so long as Subadviser provides
Manager with prompt written notice of such requirement
prior to any such disclosure.
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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. Subadviser will bear all expenses in
connection with the performance of its services under this Agreement,
which expenses shall not include brokerage fees or commissions in
connection with the effectuation of securities transactions for the
Funds. For the services provided and the expenses assumed pursuant to
this Agreement, Manager will pay to Subadviser, effective from the
date of this Agreement, a fee which shall be accrued daily and paid
monthly, on or before the last business day of the next succeeding
calendar 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.
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)
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has adopted written policies and procedures that are
reasonably designed to prevent violations of the Advisers
Act and the 1940 Act from occurring, detect violations
that have occurred, and correct promptly any violations
that have occurred, and will provide promptly notice of
any material violations relating to any of the Funds to
Manager; (v) has met and will seek to continue to meet for
so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the
applicable requirements of any regulatory or industry
self-regulatory agency; (vi) has the authority to enter
into and perform the services contemplated by this
Agreement; and (vii) will immediately notify Manager and
the Funds of the occurrence of any event that would
disqualify Subadviser from serving as an investment
adviser of an investment company pursuant to Section 9(a)
of the 1940 Act or in the event that Subadviser or any of
its affiliates becomes aware that it is the subject of an
administrative proceeding or enforcement action by the SEC
or other regulatory authority. Subadviser further agrees
to notify Manager and the Funds immediately of any
material fact known to Subadviser concerning Subadviser
that is not contained in the Funds' registration
statement, or any amendment or supplement thereto, but
that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any
material respect.
(b) Subadviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and
will provide Manager with a copy of the code of ethics.
Within 60 days of the end of the last calendar quarter of
each year that this Agreement is in effect, a duly
authorized officer of Subadviser shall certify to Manager
that Subadviser has complied with the requirements of Rule
17j-1 during the previous year and that there has been no
material violation of Subadviser's code of ethics or, if
such a violation has occurred, that appropriate action was
taken in response to such violation.
(c) Subadviser has provided Manager with a copy of its Form
ADV Part II, which as of the date of this Agreement is its
Form ADV Part II as most recently deemed to be filed with
the Securities and Exchange Commission ("SEC"), and
promptly will furnish a copy of all amendments thereto to
Manager.
(d) Subadviser will promptly notify Manager of any changes in
its 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
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any of their respective affiliates in offering, marketing,
or other promotional materials without the prior written
consent of Manager.
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 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,
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consultants, or agents thereof shall not be liable for any
losses, claims, damages, liabilities, or litigation
(including legal and other expenses) incurred or suffered
by the 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 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
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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 (a) or (b) above ("Indemnified Party") of notice
of the commencement of any action, if a claim in respect
thereof is to be made against any person obligated to
provide indemnification under this section ("Indemnifying
Party"), such Indemnified Party shall notify the
Indemnifying Party in writing of the commencement thereof
as soon as practicable after the summons or other first
written notification giving information about the nature
of the claim that has been served upon the Indemnified
Party; provided that the failure to so notify the
Indemnifying Party will not relieve the Indemnifying Party
from any liability under this section, except to the
extent that such Indemnifying Party is damaged as a result
of the failure to give such notice. The Indemnifying
Party, upon the request of the Indemnified Party, shall
retain counsel satisfactory to the Indemnified Party to
represent the Indemnified Party in the proceeding, and
shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any
Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party unless (1) the
Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel, or (2)
the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Party and
the Indemnified Party and representation by both parties
by the same counsel would be inappropriate due to actual
or potential differing interests between them. The
Indemnifying Party shall not be liable for any settlement
of any proceeding effected without its written consent,
which consent shall not be unreasonably withheld, but if
settled with such consent or if there be a final judgment
for the plaintiff, the Indemnifying Party agrees to
indemnify the Indemnified Party from and against any loss
or liability by reason of such settlement or judgment.
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8. DURATION AND TERMINATION.
(a) Unless sooner terminated as provided herein, this
Agreement shall continue in effect for a period of more
than two years from the date written above only so long as
such continuance is specifically approved at least
annually in conformity with the requirements of the 1940
Act. Thereafter, if not terminated, this Agreement shall
continue automatically for successive periods of 12 months
each, provided that such continuance is specifically
approved at least annually (i) by a vote of a majority of
the Board members who are not parties to this Agreement or
interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any
such party, and (ii) by the Board or by a vote of the
holders of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the 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 of the Agreement, including,
but not limited to, Sections 1(a)(iv)(A), 1(e), 7, 14, 16,
and 17, shall survive such termination of the Agreement.
9. SUBADVISER'S SERVICES ARE NOT EXCLUSIVE. Nothing in this Agreement
shall limit or restrict the right of Subadviser or any of its partners,
officers, or employees to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of
any business, whether of a similar or a dissimilar nature, or limit or
restrict Subadviser's right to engage in any other business or to
render services of any kind to any other mutual fund, corporation,
firm, individual, or association.
10. REFERENCES TO SUBADVISER.
(a) The name "Dreyfus" 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 "Dreyfus" may be used in the name of such Fund
and that such
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use of the name "Dreyfus" may include use of the name in
prospectuses, reports, and sales materials; provided,
however, that all use of the name "Dreyfus" is subject to
prior written approval of Subadviser.
(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,
other than the Funds, 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. Such
material may be furnished to Subadviser hereunder by
overnight delivery or electronic transmission.
Subadviser's right to object to such materials is limited
to the portions of such materials that expressly relate to
Subadviser, its services, and its clients.
11. NOTICES. Any notice under this Agreement must be given in writing as
provided below or to another address as either party may designate in
writing to the other.
Subadviser:
The Dreyfus Corporation
General Counsel
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Mellon Equity Associates, LLP
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President and CEO ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Manager:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Allianz Life Advisers, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
with a copy to:
H. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, Chief Legal Officer
Allianz Life Advisers, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
12. AMENDMENTS. This Agreement may be amended by mutual agreement in
writing, subject to approval by the Board and the 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.
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
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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 LIFE ADVISERS, LLC THE DREYFUS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President Title: Vice Chairman
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
in accordance with the following schedules:
FUND RATE AVERAGE DAILY NET ASSETS*
AZL Dreyfus Premier Small Cap Value Fund 0.60% No breakpoints
AZL S&P 500 Index Fund 0.05% First $150 million
0.02% Next $850 million
0.01% Thereafter
AZL Small Cap Stock Index Fund 0.05% First $150 million
0.02% Next $850 million
0.01% Thereafter
*When average daily net assets exceed the first breakpoint, multiple rates will
apply, resulting in a blended rate. For example, if average daily net assets in
the AZL S&P Index Fund were $1.2 billion, a rate of 5 bps would apply to $150
million, a rate of 2 bps would apply to $850 million, and a rate of 1 bp would
apply to the remaining $200 million.
The rates set forth above apply to average daily net assets that are subject to
the Subadviser's investment discretion in the Funds.
Date: May 1, 2007
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