USALLIANZ VARIABLE INSURANCE PRODUCTS
TRUST
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made the 27th day of April 2001, by
and between USAllianz Advisers, LLC (the Manager) and
USAllianz Variable Insurance Products Trust (the Trust).
WHEREAS, the Trust is a Delaware business trust of
the series type organized under an Agreement and Declaration
of Trust dated July 13, 1999 (the Declaration) and is registered
under the Investment Company Act of 1940, as amended (the
1940 Act), as an open-end, management series-type investment
company;
WHEREAS, the Trust and Manager wish to enter into
an Agreement setting forth the terms on which the Manager will
perform certain services to the Trust with respect to each of its
present and future series that are not advised by the Managers
affiliate, Allianz of America, Inc. (each singly a Fund or
collectively Funds), unless otherwise specifically indicated by
the Trust;
NOW THEREFORE, in consideration of the promises
and mutual agreements hereinafter contained, the Trust and the
Manager agree as follows:
1. Appointment. The Trust hereby appoints the
Manager to act as investment manager for the Funds for the
periods and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. Investment Advisory Duties. Subject to the
supervision of the Trustees of the Trust, the Manager will have
the sole and exclusive responsibility for providing, or arranging
for others to provide, (a) the management for the Funds assets
in accordance with each Funds investment objectives, policies
and limitations as stated in its prospectus and Statement of
Additional Information included as part of the Trust s
Registration Statement filed with the Securities and Exchange
Commission, as they may be amended from time to time, copies
of which shall be provided to the Manager by the Trust ; and (b)
the placement of orders to purchase and sell securities for the
Funds. The Manager, subject to approval in each case by the.
Trustees of the Trust, shall be authorized to retain one or more
subadvisers (the Portfolio Managers) for each of the Funds, and
to direct that such Portfolio Managers shall exercise full
discretion in furnishing investment advice to the Funds and
arranging for the execution of portfolio transactions for the
Funds, subject only to general oversight by the Manager and the
Board of Trustees of the Trust. The Manager shall be
responsible for monitoring, or arranging for others to monitor,
compliance by the Portfolio Managers with the investment
policies and restrictions of the respective Funds and with such
other limitations or directions as the Board of Trustees of the
Trust may from time to time prescribe. The Manager shall
report to the Board of Trustees of the Trust regularly at such
times and in such detail as the Board may from time to time
determine to be appropriate.
The Manager further agrees that, in performing its
duties hereunder, it will directly, or assure that the Portfolio
Managers will:
(a) comply with the 1940 Act and all rules and
regulations . thereunder, the Investment Advisers Act of 1940,
as amended, (the Advisers Act), the Internal Revenue Code (the
Code) and all other applicable federal and state laws and
regulations, and with any applicable procedures adopted by the
Trustees;
(b) use reasonable efforts to manage the Funds so
that they will each qualify, and continue to qualify, as regulated
investment companies under Subchapter M of the Code and
regulations issued thereunder;
(c) place orders for the investments of the Funds
directly with the issuer, or with any broker or dealer, in
accordance with applicable policies expressed in the prospectus
and/or Statement of Additional Information with respect to each
Fund and in accordance with applicable legal requirements.
Specifically, in executing portfolio transactions and selecting
broker-dealers, the Manager will use its best efforts to seek best
execution on behalf of each Fund. In assessing the best
execution available for any transaction, the Manager shall
consider all factors it deems relevant, including the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker-dealer, the
reasonableness of the commission, if any (all for the specific
transaction and on a continuing basis). In evaluating the best
execution available, and in selecting the broker-dealer to
execute a particular transaction, the Manager may also consider
the brokerage and research services (as those terms are used in
Section 28(e) of the Securities and Exchange Act of 1934)
provided to a Fund and /or other accounts over which the
Manager or an affiliate of the Manager exercises investment
discretion. The Manager is authorized to pay a broker-dealer
who provides such brokerage and research services a
commission for executing a portfolio transaction for a Fund
which is in excess of the amount of commission another broker-
dealer would have charged for effecting that transaction if, but
only if, the Manager determines in good faith that such
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer
viewed in terms of that particular transaction or in terms of all
of the accounts over which investment discretion is so
exercised;
(d) furnish to the Trust whatever statistical
information the Trust may reasonably request with respect to
the Funds assets or contemplated investments; keep the Trust
and the Trustees informed of developments materially affecting
the Funds portfolios; and, on the Managers or Portfolio
Managers own initiative, furnish to the Trust from time to time
whatever information the Manager or Portfolio Manager
believes appropriate for this purpose;
(e) make available to the Trusts administrator (the
Administrator), and the Trust, promptly upon their request, such
copies of its investment records and ledgers with respect to the
Funds as may be required to assist the Administrator and the
Trust in their compliance with applicable laws and regulations.
The Manager will furnish the Trustees with such periodic and
special reports regarding the Funds as they may reasonably
request;
(f) immediately notify the Trust in the event that
the Manager or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Manager
from serving as investment manager pursuant to this
Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the
Securities and Exchange Commission (SEC) or other regulatory
authority. The Manager further agrees to notify the Trust
immediately of any material fact known to the Manager
respecting or relating to the Manager that is not contained in the
Trust s Registration Statement regarding the Funds, 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;
(g) in making investment decisions with respect to
the Funds, use no inside information that may be in its
possession or in the possession of any of its affiliates, nor will
the Manager seek to obtain any such information.
3. Allocation of Charges and Expenses. Except
as otherwise specifically provided in this section 3, the
Manager shall pay the compensation and expenses of all its
directors, officers and employees who serve as Trustees,
officers and executive employees of the Trust (including the
Trust s share of payroll taxes) and shall pay all fees payable
pursuant to portfolio management agreements with any
Portfolio Managers it may retain. The Manager shall make
available, without expense to the Funds, the services of its
directors, officers and employees who. may be duly elected
officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law.
The Manager shall not be required to pay any expenses
of the Trust or the Funds other than those specifically allocated
to the Manager in this section 3. In particular, but without
limiting the generality of the foregoing, the Manager shall not
be responsible, except to the extent of the reasonable
compensation of such of the Trusts employees as are officers or
employees of the Manager whose services may be involved, for
the following expenses of the Trust or the Funds: organization
and offering expenses of the Trust and the Funds (including
out-of-pocket expenses, but not including the Manager s
overhead and employee costs); fees payable to the Manager ;
legal expenses; auditing and accounting expenses; interest
expenses; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees,
dues and expenses incurred by or with respect to the Trust or
the Funds in connection with membership in investment
company trade organizations; costs of insurance; fees and
expenses of the Trusts Administrator or of any custodian,
subcustodian, transfer agent, registrar, or dividend disbursing
agent of the Trust or the Funds; payments for portfolio pricing
or valuation services to pricing agents, accountants, bankers and
other specialists, if any; other expenses in connection with the
issuance, offering, distribution, redemption or sale of securities
issued by the Funds; expenses relating to investor and public
relations; expenses of registering and qualifying shares of the
Funds for sale; freight, insurance and other charges in
connection with the shipment of the Funds portfolio securities;
brokerage commissions or other costs of acquiring or disposing
of any portfolio securities or other assets of the Funds, or of
entering into other transactions or engaging in any investment
practices with respect to the Funds; expenses of printing and
distributing prospectuses, Statements of Additional
Information, reports, notices and dividends to shareholders;
costs of preparing, printing and filing documents with
regulatory agencies; costs of stationery and other office
supplies; any litigation or other extraordinary expenses; costs of
shareholders and other meetings; the compensation and all
expenses (specifically including travel expenses relating to the
business of the Trust or a Fund) of officers, Trustees and
employees of the Trust who are not interested persons of the
Manager; and travel expenses (or an appropriate portion
thereof) of officers or Trustees of the Trust who are officers,
directors or employees of the Manager to the extent that such
expenses relate to attendance at meetings of the Board of
Trustees of the Trust, or any committees thereof or advisory
group thereto or other business of the Trust or the Funds.
4. Compensation. As compensation for the
services provided and expenses assumed by the Manager under
this Agreement, the Trust will arrange for the Funds to pay the
Manager at the end of each day or calendar month as the
Manager may from to time specify an investment advisory fee
computed daily at an annual rate equal to the percentage of
each Funds average daily net assets specified in Schedule A
hereto. The average daily net assets of a Fund shall mean the
average of the values placed on the Funds net assets as of the
time at which, and on such days as, Fund lawfully determines
the value of its net assets in accordance with the prospectus or
otherwise. The value of net assets of the Fund shall always be
determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If, pursuant to
such provisions, the determination of net asset value for a Fund
is suspended for any particular business day, then for the
purposes of this section 4, the value of the net assets of the
Fund as last determined shall be deemed to be the value of its
net assets as of the close of the New York Stock Exchange, or
as of such other time as the value of the net assets of the Funds
portfolio may lawfully be determined, on that day. If the
determination of the net asset value of the shares of a Fund has
been so suspended for a period including any month end when
the Manager s compensation is payable pursuant to this
section, then the Manager s compensation payable at the end of
such month shalt be computed on the basis of the value of the
net assets of the Fund as last determined (whether during or
prior to such month). If a Fund determines the value of the net
assets of its portfolio more than once on any day, then the last
such determination thereof on that day shall be deemed to be
the sole determination thereof on that day for the purposes of
this section 4. The Manager may from time to time and for
such periods as it deems appropriate reduce its compensation
(and, if appropriate, assume expenses of one or more of the
Funds) to the extent that any Funds expenses exceed such
lower expense limitation as the Adviser may, by notice to the
Trust, voluntarily declare to be effective.
5. Books and Records. The Manager agrees to
maintain such books and records with respect to its services to
the Trust and the Funds as are required by Section 31 under the
1940 Act, and rules adopted thereunder, and by other
applicable legal provisions, and to preserve such records for
the periods and in the manner required by that Section, and
those rules and legal provisions. The Manager also agrees that
records it maintains and preserves pursuant to Rules 31a-1 and
31a-2 under the 1940 Act and otherwise in connection with its
services hereunder are the property of the Trust and will be
surrendered promptly to the Trust upon its request. And the
Manager further agrees that it will furnish to regulatory
authorities having the requisite authority any information or
reports in connection with its services hereunder which may be
requested in order to determine whether the operations of the
Trust and the Funds are being conducted in accordance with
applicable laws and regulations.
6. Standard of Care and Limitation of Liability.
The Manager shall exercise its best judgment in rendering the
services provided by it under this Agreement. The Manager
shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust or a Fund or the holders of
a Funds shares in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Manager
against any liability to the Trust, a Fund or to holders of a
Funds shares to which the Manager would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or by reason of the
Manager s reckless disregard of its obligations and duties
under this Agreement. As used in this Section 6, the term
Manager shall include any officers, directors, employees or
other affiliates of the Manager performing services with
respect to the Trust or a Fund.
7. Services Not Exclusive. It is understood that
the services of the Manager are not exclusive, and that nothing
in this Agreement shall prevent the Manager from providing
similar services to other investment companies or to other
series of investment companies (whether or not their
investment objectives and policies are similar to those of a
Fund) or from engaging in other activities, provided such other
services and activities do not, during the term of this
Agreement, interfere in a material manner with the Manager s
ability to meet its obligations to the Trust and the Funds
hereunder. When the Manager recommends the purchase or
sale of a security for other investment companies and other
clients, and at the same time the Manager recommends the
purchase or sale of the same security for a Fund, it is
understood that in light of its fiduciary duty to the Fund, such
transactions will be executed on a basis that is fair and
equitable to the Fund. In connection with purchases or sales of
portfolio securities for the account of a Fund, neither the
Manager nor any of its directors, officers or employees shall
act as a principal or agent or receive any commission except as
permitted under applicable law. If the Manager provides any
advice to its clients concerning the shares of the Funds, the
Manager shall act solely as investment counsel for such clients
and not in any way on behalf of the Trust or a Fund.
8. Duration and Termination. This Agreement
shall continue in effect for two years from the date set forth
above and thereafter shall continue automatically, with respect
to all or fewer than all the Funds, as applicable, for successive
annual periods, provided such continuance is specifically
approved at least annually by (i) the Trustees or, (ii) with
respect to each Fund, by vote of a majority (as defined in the
▇▇▇▇ ▇▇▇) of the Funds outstanding voting securities (as
defined in the 1940 Act), provided that in either event the
continuance is also approved by a majority of the Trustees who
are not parties to this Agreement or interested persons (as
defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of
voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated: (a) at any time without penalty
by the Trust or a Fund upon the vote of a majority of the
Trustees (with respect to the Trust or a Fund) or, with respect
to a Fund, by vote of the majority of the Funds outstanding
voting securities, upon sixty (60) days written notice to the
Manager or (b) by the Manager at any time without penalty,
upon sixty (60) days written notice to the Trust. This
Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act).
9. Amendments. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement
shall be effective with respect to a Fund until approved by an
affirmative vote of (i) a majority of the outstanding voting
securities of the Fund, and (ii) a majority of the Trustees,
including a majority of Trustees who are not interested persons
of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, if such
approval is required by applicable law.
10. Proxies. Unless the Trust gives written
instructions to the contrary, the Manager shall vote all proxies
solicited by or with respect to the issuers of securities in which
assets of the Funds may be invested, provided, that the
Manager may delegate this responsibility with respect to one or
more Funds to Portfolio Managers pursuant to a portfolio
management agreement. The Manager (or Portfolio Manager)
shall use its best good faith judgment to vote such proxies in a
manner which best serves the interests of the particular Funds
shareholders.
11. Name Reservation. The Trust acknowledges
and agrees that the Manager and its affiliates have property
rights relating to the use of the term USAllianz Variable
Insurance Products Trust and has permitted the use of such
term by the Trust and its Funds. The Trust agrees that: (i) it
will use the term USAllianz Variable Insurance Products Trust
only as a component of the names of the Trust and the Funds
and for no other purposes; (ii) it will not purport to grant to any
third party any rights in such term; (iii) at the request of the
Manager, the Trust will take such action as may be required to
provide its consent to use of the term by the Manager, or any
affiliate of the Manager to whom the Manager shall have
granted the right to such use; and (iv) the Manager may use or
grant to others the right to use the term as all or a portion of a
corporate or business name or for any commercial purpose,
including a grant of such right to any other investment
company. Upon termination of this Agreement as to the Trust
or any Fund, the Trust shall, upon request of the Manager,
cease to use the term USAllianz Variable Insurance Products
Trust as part of the name of the Trust and its Funds, or of any
Fund as to which the Agreement is terminated, as applicable.
In the event of any such request by the Manager that use of the
term USAllianz Variable Insurance Products Trust shall cease,
the Trust shall cause its officers, Trustees and shareholders to
take any and all such actions which the Manager may request
to effect such request and to reconvey to the Manager any and
all rights to the term USAllianz Variable Insurance Products
Trust.
12. Miscellaneous.
a. This Agreement shall be governed by the laws
of the State of [Minnesota], provided that nothing herein shall
be construed in a manner inconsistent with the 1940 Act, the
Advisers Act, or rules or orders of the SEC thereunder.
b. The captions of this Agreement are included for
convenience only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
c. 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.
d. Nothing herein shall be construed as
constituting the Manager as an agent of the Trust or any Fund.
IN WITNESS WHEREOF, the parties hereto have
caused this instrument to be executed by their officers
designated below as of the date first set forth above
USALLIANZ VARIABLE INSURANCE
PRODUCTS TRUST
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
USALLIANZ ADVISERS, LLC
Signature: /s/▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
REVISED SCHEDULE A
To the Investment Management Agreement, dated April 27, 2001, by
and between USAllianz Advisers, LLC (now Allianz Investment
Management LLC) and USAllianz Variable Insurance Products Trust
(now Allianz Variable Insurance Products Trust).
Fees payable to the Manager pursuant to Section 4 of the Investment
Management Agreement shall be calculated at the following annual
rates based on average daily net assets:
Fund Rate
AZL BlackRock Global Allocation Fund 0.75%
AZL DFA Emerging Markets Core Equity Fund 1.25%
AZL DFA Five-Year Global Fixed Income Fund 0.60%
AZL DFA International Core Equity Fund 0.95%
AZL DFA U.S. Core Equity Fund 0.80%
AZL DFA U.S. Small Cap Fund 0.85%
AZL Emerging Markets Equity Index Fund 0.85%
AZL Enhanced Bond Index Fund 0.35%
AZL Gateway Fund 0.80%
AZL Global Equity Index Fund 0.70%
AZL Government Money Market Fund 0.35%
AZL International Index Fund 0.35%
Fund Rate
AZL MetWest Total Return Bond Fund 0.60%
AZL Mid Cap Index Fund 0.25%
AZL Moderate Index Strategy Fund 0.40%
AZL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Real Estate Fund 0.90%
AZL Pyramis Multi-Strategy Fund 0.70%
AZL Pyramis Total Bond Fund 0.50%
AZL ▇▇▇▇▇▇▇ 1000 Growth Index Fund 0.44%
AZL ▇▇▇▇▇▇▇ 1000 Value Index Fund 0.44%
AZL S&P 500 Index Fund 0.17%
AZL Small Cap Stock Index Fund 0.26%
AZL ▇. ▇▇▇▇ Price Capital Appreciation Fund 0.75%
Acknowledged:
Allianz Variable Insurance Products Trust
By: _/s/ ▇▇▇▇▇▇▇ Tanski_________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President, Operations
Allianz Investment Management LLC
By: _/s/ ▇▇▇▇▇ Muench_________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
REVISED ATTACHMENT 1
To Revised Schedule A of the Investment Management Agreement,
dated April 27, 2001, by and between USAllianz Advisers, LLC (now
Allianz Investment Management LLC) and USAllianz Variable
Insurance Products Trust (now Allianz Variable Insurance Products
Trust).
Fees payable to the Manager pursuant to Revised Schedule A to
the Investment Management Agreement shall be calculated at the
following annual rates until such time as this Attachment 1 is
further revised.
Fund
Rate (Average Net Assets in Millions
(M) for Funds with Breakpoints)
All Assets
AZL DFA Five-Year Global Fixed Income Fund0.50%*
All Assets
AZL DFA Emerging Markets Core Equity Fund0.95%*
All Assets
AZL DFA International Core Equity Fund0.75%*
All Assets
AZL DFA U.S. Core Equity Fund0.54%*
All Assets
AZL DFA U.S. Small Cap Fund0.70%*
All Assets
AZL Emerging Markets Equity Index Fund0.45%*
All Assets
AZL Global Equity Index Fund0.31%*
All Assets
AZL MetWest Total Return Bond Fund0.55%*
All Assets
AZL Moderate Index Strategy Fund0.05%*
All Assets
AZL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Real Estate Fund Fund0.85%*
All Assets
AZL Pyramis Multi-Strategy Fund0.45%*
All Assets
AZL ▇. ▇▇▇▇ Price Capital Appreciation Fund0.70%*
All Assets
AZL ▇▇▇▇▇▇▇ 1000 Growth Index Fund0.39%*
All Assets
AZL ▇▇▇▇▇▇▇ 1000 Value Index Fund0.39%*
The reduced rate may not be increased or terminated prior to April 30, 2018.
Acknowledged:
Allianz Variable Insurance Products Trust
Allianz Investment Management LLC
By: ___/s/ ▇▇▇▇▇▇▇ Tanski______________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President, Operations
By: _/s/ ▇▇▇▇▇ Muench________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Updated: 11/01/2016