SUBADVISORY AGREEMENT
Agreement made as of the 1st day of May, 2006, by and between Allianz
Life Advisers, LLC, a Minnesota limited liability company ("Manager"), and
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc., a New York corporation ("Subadviser").
WHEREAS the Fund listed in Schedule A 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 Fund pursuant to which Manager provides
investment advisory services to the Fund.
WHEREAS Manager and the Fund each desire to retain Subadviser to
provide investment advisory services to the Fund, 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 Fund's Board of Trustees (the "Board"), Subadviser shall
manage the investment operations and the composition of that
portion of assets of the Fund which is allocated to Subadviser
from time to time by Manager (which portion may include any or
all of the 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 Fund
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 the
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 the 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
Fund allocated to it by Manager, using its best good faith
judgment to vote such proxies in the manner that best serves
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the interests of the Fund's shareholders.
(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 Fund, 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 Fund and/or Manager.
(iii) Portfolio Transactions.
(A) Trading. With respect to the securities and other
investments to be purchased or sold for the Fund, 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 the 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 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 the 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
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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 Fund 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 Fund's custodian and the Fund's administrator
information relating to all transactions concerning the
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 the 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
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 the 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 the 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.
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(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 Fund required under the 1940 Act.
Subadviser shall maintain for the 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 the 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. Subadviser will provide
the 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 the 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 the 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 the Fund. 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.
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 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
Fund (other than affiliates of Subadviser) to which investment
restrictions apply, and will specifically identify in writing (a)
all publicly traded companies in which the Fund may not invest,
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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 Fund.
3. Documents Provided to Subadviser. Manager has delivered or will
deliver to Subadviser current copies and supplements thereto of
the 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 Fund. 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 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 the
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.
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 the
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
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(vii) 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 or in the key personnel who are
either the portfolio manager(s) responsible for the Fund 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 Fund or Manager, or 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
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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 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 the 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 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") or the
1940 Act. Subadviser does not warrant that the portion of
the assets of the 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
the 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 the 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 Fund and Manager Indemnitees against, any and
all losses, claims, damages, liabilities, or litigation
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(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 Fund 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 Fund 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 Fund 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 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 Fund 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 Fund by a Subadviser Indemnitee
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for use therein, or (iii) any violation of federal or state
statutes or regulations by Manager or the Fund. 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 Fund, 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.
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
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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 Fund.
(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 the 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 Fund.
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 Fund 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 "▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇" is the property of Subadviser
for copyright and other purposes. Subadviser agrees that,
for so long as Subadviser is the 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.
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(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 Fund, or the public, that
refer or relate in any way to Subadviser or any of its
affiliates (other than Manager), or that use the name
"▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management, Inc.," or any derivative
thereof or logos associated therewith. Manager agrees not to
use any such materials without the prior consent of
Subadviser, which consent shall not be unreasonably
withheld. Subadviser's right to object to such materials is
limited to the portions of such materials that expressly
relate to Subadviser and its services.
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:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Manager:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
USAllianz Advisers, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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with a copy to:
H. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, Senior Securities Counsel
USAllianz Advisers, LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
12. Amendments. This Agreement may be amended by mutual agreement in
writing, subject to approval by the Board and the Fund's 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
Fund 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 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.
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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.
USALLIANZ ADVISERS, LLC ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President Title: President
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
at the rate of
0.50%
of the average daily net assets that are subject to the Subadviser's investment
discretion in the following fund:
USAZ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Regency Fund
Date: May 1, 2006
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