AMENDED AND RESTATED
SUBADVISORY AGREEMENT
Agreement made as of the 26[th] day of October, 2009, by and between
Allianz Investment Management LLC (formerly known as Allianz Life Advisers,
LLC), a Minnesota limited liability company ("Manager"), and ▇▇▇ ▇▇▇▇▇▇ Asset
Management, a Delaware corporation ("Subadviser");
WHEREAS each of the funds listed in Schedule A (each, a "Fund," and
collectively, the "Funds") is a series of Allianz Variable Insurance Products
Trust, 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;
WHEREAS Manager and Subadviser have entered into a Subadvisory Agreement
dated May 1, 2006 (the "2006 Subadvisory Agreement"), under the terms of which
Subadviser has provided investment advisory services to certain of the Funds;
and
WHEREAS Manager and Subadviser desire to amend and restate the 2006
Subadvisory Agreement in order to change the name of AZL ▇▇▇ ▇▇▇▇▇▇ Global
Franchise Fund to AZL ▇▇▇ ▇▇▇▇▇▇ International Equity Fund; and
WHEREAS Manager and each Fund each desire to continue to retain
Subadviser to manage all or a part of the assets of the Funds, and Subadviser is
willing to render such investment management services in accordance with the
terms and conditions set forth in this Agreement;
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 the Funds which is allocated to Subadviser from time to time by
Manager (which portion may include any or all of a Fund's assets),
including the purchase, retention, and disposition thereof, in
accordance with the Fund's investment objectives, policies, and
restrictions, and subject to the following understandings:
(i) Investment Decisions. Subadviser shall determine from time
to time what investments and securities will be purchased,
retained, or sold with respect to that portion of the 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 a
Fund concerning transactions of the Fund in securities or
other assets, other than for purposes of complying with the
conditions of Rule 12d3-1(a) or (b) under the 1940 Act.
Unless Manager or a Fund gives written instructions to the
contrary, Subadviser shall vote all proxies with respect to
companies whose securities are held in that portion of the
Funds allocated to it by Manager, using its best good faith
judgment to vote such proxies in the manner that best serves
the interests of the 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 it receives to Manager of any such
potential claim and cooperate with Manager in any possible
proceeding upon reasonable request.
(ii) Investment Limits. In the performance of its duties and
obligations under this Agreement, Subadviser shall act in
conformity with applicable limits and requirements, as
amended from time to time, as set forth in the (A) Fund's
Prospectus and Statement of Additional Information ("SAI");
(B) instructions and directions of Manager and of the Board;
(C) requirements of the 1940 Act, the Internal Revenue Code
of 1986, as amended, as applicable to the 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; 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 provided by, and the financial
responsibility of, brokers, dealers, or futures
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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 a Fund as well
as other clients of Subadviser, Subadviser, to the
extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate
the securities or futures contracts to be sold or
purchased in order to seek best execution. In such
event, Subadviser will make allocation of the
securities or futures contracts so purchased or sold,
as well as the expenses incurred in the transaction,
in the manner Subadviser considers to be the most
equitable and consistent with its fiduciary
obligations to the 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 each
Fund's assets and shall provide Manager with such
information upon Manager's request.
(b) Compliance Program and Ongoing Certification(s). As requested,
Subadviser shall timely provide to Manager (i) information and
commentary for each Fund's annual and semi-annual reports, in a
format approved by Manager, and shall (A) certify that such
information and commentary discuss the factors that materially
affected the performance of the portion of the Fund allocated to
Subadviser under this Agreement, including the relevant market
conditions and the investment techniques and strategies used, and
do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the information and
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commentary not misleading, and (B) provide additional
certifications related to Subadviser's management of the Fund in
order to support the Fund's filings on Form N-CSR and Form N-Q, and
the Fund's Principal Executive Officer's and Principal Financial
Officer's certifications under Rule 30a-2 under the 1940 Act,
thereon; (ii) a quarterly sub-certification with respect to
compliance matters related to Subadviser and the Subadviser's
management of each Fund, in a format reasonably requested by
Manager, as it may be amended from time to time; (iii) an annual
sub-certification with respect to matters relating to each Fund's
compliance program under Rule 38a-1, and (iv) an annual
certification from the Subadviser's Chief Compliance Officer,
appointed under Rule 206(4)-7 under the Investment Advisers Act of
1940 (the "Advisers Act"), or his or her designee, with respect to
the design and operation of Subadviser's compliance program, in a
format reasonably requested by Manager.
(c) Maintenance of Records. Subadviser shall timely furnish to Manager
all information relating to Subadviser's services hereunder which
are needed by Manager to maintain the books and records of each
Fund required under the 1940 Act. Subadviser shall maintain for
each Fund the records required by paragraphs (b)(5), (b)(6),
(b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act
and any additional records as agreed upon by Subadviser and
Manager. Subadviser agrees that all records which it maintains for
each Fund are the property of the Fund and Subadviser will
surrender promptly to the Fund any of such records upon the Fund's
request; provided, however, that Subadviser may retain a copy of
such records. Subadviser further agrees to preserve for the
periods prescribed under the 1940 Act any such records as are
required to be maintained by it pursuant to Section 1(a) hereof.
(d) Fidelity Bond and Code of Ethics. Upon reasonable request,
Subadviser will provide each Fund with periodic written
certifications that, with respect to its activities on behalf of
the Fund, Subadviser maintains (i) adequate fidelity bond insurance
and (ii) an appropriate Code of Ethics and related reporting
procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise the same
standard of care that it uses to protect its own confidential and
proprietary information, but no less than reasonable care, to
protect the confidentiality of the Portfolio Information. As used
herein "Portfolio Information" means confidential and proprietary
information of a Fund or Manager that is received by Subadviser in
connection with this Agreement, including information with regard
to the portfolio holdings and characteristics of the portion of a
Fund allocated to Subadviser that Subadviser manages under the
terms of this Agreement. Subadviser will restrict access to the
Portfolio Information to those employees of Subadviser who will use
it only for the purpose of managing its portion of a Fund. The
foregoing shall not prevent Subadviser from disclosing Portfolio
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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.
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 a Fund that are not allocated by it to the portfolio management
of Subadviser as provided in Section 1(a) hereof or to any other
subadviser. Manager will periodically provide to Subadviser a list of
the affiliates of Manager or the 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 the Funds.
3. Documents Provided to Subadviser. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of each Fund's
Prospectus and SAI, and will promptly deliver to it all future amendments
and supplements, if any.
4. Compensation of Subadviser. Subadviser will bear all expenses in
connection with the performance of its services under this Agreement,
which expenses shall not include brokerage fees or commissions in
connection with the effectuation of securities transactions for the
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 each Fund's assets allocated to Subadviser under this Agreement
at the annual rates as a percentage of such average daily net assets set
forth in the attached Schedule A, which Schedule may be modified from
time to time upon mutual written agreement of the parties to reflect
changes in annual rates, subject to any approvals required by the ▇▇▇▇
▇▇▇. For the purpose of determining fees payable to the Subadviser, the
value of a Fund's average daily assets allocated to Subadviser under this
Agreement shall be computed at the times and in the manner specified in
the Fund's Prospectus or Statement of Additional Information as from time
to time in effect. If this Agreement becomes effective or terminates
before the end of any month, the fee for the period from the effective
date to the end of the month or from the beginning of such month to the
date of termination, as the
case may be, shall be prorated according to the proportion that such
partial month bears to the full month in which such effectiveness or
termination occurs.
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5. Representations of Subadviser. Subadviser represents and warrants as
follows:
(a) Subadviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has appointed a Chief
Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv)
has adopted written policies and procedures that are reasonably
designed to prevent violations of the Advisers Act and the 1940 Act
from occurring, detect violations that have occurred, and correct
promptly any violations that have occurred, and will provide
promptly notice of any material violations relating to a Fund to
Manager; (v) has met and will seek to continue to meet for so long
as this Agreement remains in effect, any other applicable federal
or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency; (vi) has the
authority to enter into and perform the services contemplated by
this Agreement; and (vii) to the extent consistent with applicable
law, will immediately notify Manager and the Fund of the occurrence
of any event that would disqualify Subadviser from serving as an
investment adviser of an investment company pursuant to Section
9(a) of the 1940 Act or in the event that Subadviser or any of its
affiliates becomes aware that 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 Fund immediately of any material fact known to Subadviser
concerning Subadviser that is not contained in the Fund's
registration statement, or any amendment or supplement thereto, but
that is required to be disclosed therein, and of any statement
contained therein that becomes untrue in any material respect.
(b) Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide
Manager with a copy of the code of ethics. 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/Managing Partners or in the key personnel
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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 a Fund or its
officers, directors, or shareholders, Manager, or any other person
on account of the services which Subadviser may render or fail to
render under this Agreement; provided, however, that nothing herein
shall protect Subadviser against liability to a Fund or its
officers, directors, shareholders, Manager, or any other person to
which Subadviser would otherwise be subject, by reason of its
willful misfeasance, bad faith, or 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")
7
or the 1940 Act. Subadviser does not warrant that the portion of
the assets of a Fund managed by Subadviser will achieve any
particular rate of return or that its performance will match that
of any benchmark index or other standard or objective.
(b)Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Subadviser, any of its affiliates, and any
of the officers, partners, employees, 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 a Fund, Manager, or any affiliated persons
thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or
controlling persons thereof (as described in Section 15 of the 1933
Act) (collectively, "Fund and Manager Indemnitees") as a result of
any error of judgment or mistake of law by Subadviser with respect
to a Fund, except that nothing in this Agreement shall operate or
purport to operate in any way to exculpate, waive, or limit the
liability of Subadviser for, and Subadviser shall indemnify and
hold harmless the 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 Funds 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 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. The federal securities laws impose
liabilities in certain circumstances on persons who act in good
faith, and therefore nothing herein shall in any way constitute a
waiver of limitation of any rights that Manager may have under any
securities laws.
(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,
8
"Subadviser Indemnitees") as a result of any error of judgment or
mistake of law by Manager with respect to a Fund, except that
nothing in this Agreement shall operate or purport to operate in
any way to exculpate, waive, or limit the liability of Manager for,
and Manager shall indemnify and hold harmless the Subadviser
Indemnitees against, any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and other
expenses) to which any of the Subadviser Indemnitees may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, or
under any other statute, at common law, or otherwise arising out of
or based on (i) any willful misconduct, bad faith, reckless
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 the Subadviser and was made in
reliance upon written information furnished to Manager or the Funds
by a Subadviser Indemnitee for use therein, (iii) the performance,
non-performance, or omission of any third-party service provider to
the Funds, or (iv) 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.
The federal securities laws impose liabilities in certain
circumstances on persons who act in good faith, and therefore
nothing herein shall in any way constitute a waiver of limitation
of any rights that Subadviser may have under any securities laws.
(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 solely 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
9
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.
8. Duration and Termination.
(a)Unless sooner terminated as provided herein, 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 ▇▇▇▇ ▇▇▇) 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 a Fund on 60 days' written notice to
Subadviser. This Agreement may also be terminated, without the
payment of any penalty, by Manager (i) upon 60 days' 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,
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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 "▇▇▇ ▇▇▇▇▇▇" is the property of Subadviser for copyright
and other purposes. Subadviser agrees that, for so long as
Subadviser is a Fund's sole subadviser, the name "▇▇▇ ▇▇▇▇▇▇" may
be used in the name of the 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 without Subadviser's consent, such consent not to be
unreasonably withheld. Subadviser will respond upon request within
ten business days (or such other time as may be mutually agreed
upon) after receipt thereof. Sales literature may be furnished to
Subadviser hereunder by first-class or overnight mail, electronic
or facsimile transmission, or hand delivery. Subadviser's right to
object to such materials is limited to the portions of such
materials that expressly relate to Subadviser, its services, and
its clients.
11. Notices. Any notice under this Agreement must be given in
writing as provided below or to another address as either party
may designate in writing to the other.
Subadviser:
▇▇▇ ▇▇▇▇▇▇ Asset Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn: General Counsel
with a copy to:
11
▇▇▇ ▇▇▇▇▇▇ Asset Management
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Manager:
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Allianz Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a copy to:
H. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, Chief Legal Officer
Allianz Investment Management LLC
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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.
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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.
20. Entire Agreement. This Agreement constitutes the entire agreement
between the parties concerning the services contemplated hereunder and
supercedes any prior oral or written agreements with respect to such
services. 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 hereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
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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 ▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT LLC
MANAGEMENT
ALLIANZ INVESTMENT ▇▇▇▇▇ ▇▇▇▇▇
MANAGEMENT LLC MANAGEMENT
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name:
Title: Vice President Title:
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SCHEDULE A
Compensation pursuant to Section 4 of the Subadvisory Agreement shall be
calculated at the rate shown below based on the average daily net assets that
are subject to the Subadviser's investment discretion in the relevant Funds.
FUND RATE*
AZL ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund 0.45%
AZL ▇▇▇ ▇▇▇▇▇▇ Global Real Estate Fund 0.65%
AZL ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund[ ]** 0.425% on the first $100
million
0.400% on the next $150
million
0.375% on the next $250
million
0.325% thereafter
AZL ▇▇▇ ▇▇▇▇▇▇ International Equity Fund 0.470% on the first
$250 million
0.400% on the next $250
million
0.315% thereafter
AZL ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund** 0.500% on the first $100
million
0.450% on the next $150
million
0.425% on the next $250
million
0.400% thereafter
_________________
[* ]For Funds with multiple rates, 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 are $300 million in the AZL ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund, a rate of 42.5 bps would apply to the first $100
million, a rate of 40 bps would apply to the next $150 million, and a rate of
37.5 bps would apply to the remaining $50 million in assets.
** Minimum fee payable per calendar year is $100,000.
Date: October 26, 2009
Endnotes