USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT, made this 1st day of May, 2002 by and between USAllianz
Advisers, LLC (the "Manager") and OppenheimerFunds, Inc. (the "Portfolio
Manager").
WHEREAS, USAllianz Variable Insurance Products Trust (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 Manager has been appointed by the Trust, pursuant to an
investment management agreement dated April 27, 2001 ("Investment Management
Agreement"), to act as investment manager to the Trust with respect to certain
series ("Sub-Advised Funds");
WHEREAS, the Manager wishes to retain the Portfolio Manager to render
portfolio management services to the Trust with respect to the portfolio set
forth in Schedule A hereto (the "Fund") and the Portfolio Manager is willing to
furnish such services;
WHEREAS, the Portfolio Manager is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended ("Advisers Act");
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the Manager and the Portfolio Manager as
follows:
1. APPOINTMENT. Pursuant to authority granted in the Investment Management
Agreement and with the approval of the Trustees of the Trust (the "Trustees"),
the Manager hereby appoints the Portfolio Manager to act as portfolio manager
for the Fund for the periods and on the terms set forth in this Agreement. The
Portfolio Manager accepts such appointment and agrees to furnish the services
herein set forth, for the compensation herein provided. The Portfolio Manager
shall not be responsible for any services to the Fund, or bear any expenses,
other than those expressly delineated herein. Provided the Fund shall not be
required to pay any compensation other than as provided by the terms of this
Agreement and subject to the provisions of paragraph 2(b) hereof, the Portfolio
Manager may obtain investment information, research or assistance from any other
person, firm or corporation to supplement, update or otherwise improve its
investment management services.
2. PORTFOLIO MANAGEMENT DUTIES. Subject to the overall supervision of the
Trustees and the Manager, the Portfolio Manager is hereby granted full
responsibility and discretion, with respect to such portion of the Fund's assets
as shall be allocated to it by the Manager for management pursuant to this
Agreement from time to time (the "Assets"), for (a) the management of the Assets
in accordance with the Fund's 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 (the "SEC"), as they may be amended from time to time (the
"Registration Statement"), copies of which shall be provided to the Portfolio
Manager by the Manager; and (b) the placement of orders to purchase and sell
securities for the Fund. The Portfolio Manager shall provide such reports as may
be reasonably requested by the Fund's Trustees or the Manager, with such
frequency and in such form as mutually agreed upon by the Portfolio Manager and
the Trustees or Manager, as the case may be. The Manager has herewith furnished
the Portfolio Manager copies of the Fund's current Prospectus, Statement of
Additional Information, Declaration and Bylaws and agrees during the continuance
of this Agreement to furnish the Portfolio Manager copies of any amendments or
supplements thereto before or at the time the amendments or supplements become
effective. The Portfolio Manager will be entitled to rely on all such documents
furnished to it by the Manager or the Trust.
The Portfolio Manager further agrees that, in performing its duties
hereunder, it will:
(a) comply with the 1940 Act and all rules and regulations thereunder, 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. Notwithstanding the foregoing, the Portfolio Manager
shall have no responsibility to monitor compliance with limitations or
restrictions (other than applicable restrictions under the Fund's Registration
Statement or the ▇▇▇▇ ▇▇▇) for which information from the Manager or its
authorized agent is necessary to enable the Portfolio Manager to monitor
compliance with such limitations or restrictions, unless such information is
provided to the Portfolio Manager in writing and as otherwise agreed upon.
Despite the Portfolio Manager's obligations hereunder, the Manager retains
overall responsibility for the Fund's compliance with applicable restrictions
and limitations to the extent that a particular function is not specifically
assigned to the Portfolio Manager under this Agreement. The Manager acknowledges
that the Portfolio Manager is not the compliance agent for the Fund or the
Manager, and does not have access to the Fund's books and records necessary to
perform certain compliance testing. The Portfolio Manager shall perform the
services specified in this agreement in accordance with the Fund's Registration
Statement, guidelines established by the Fund and in accordance with applicable
law (including Subchapters M and L of the Code, the 1940 Act and the Advisers
Act ("Applicable Law")), and shall perform such services based upon its books
and records with respect to the Fund, and shall not be held responsible under
this Agreement so long as it performs such services in accordance with this
Agreement, the Registration Statement and Applicable Law based upon such books
and records. The Portfolio Manager shall have no responsibility to monitor
certain limitations or restrictions for which the Portfolio Manager has not been
provided sufficient information in accordance with this Agreement. All such
monitoring shall be the responsibility of the Manager.
(b) use reasonable efforts to manage the Assets, and to coordinate its
activities with the Manager and any other portfolio manager of the Fund, so that
the Fund will qualify, and continue to qualify, as a regulated investment
company under Subchapter M of the Code and regulations issued thereunder; place
orders for the investment of the Assets directly with the issuer, or with any
broker or dealer (including "affiliated" broker-dealers, as that term is defined
in the 1940 Act), in accordance with applicable policies expressed in the
Registration Statement with respect to the Fund, in guidelines established by
the Fund and in accordance with applicable legal requirements. Specifically, in
executing portfolio transactions and selecting broker-dealers, the Portfolio
Manager will seek best execution on behalf of the Fund. In assessing the best
execution available for any transaction, the Portfolio Manager shall consider
all factors it deems relevant, including, without limitation, the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker-dealer, the ability and willingness of the
broker-dealer to facilitate the Fund's portfolio transactions by participating
therein for its own account, the importance to the Fund of speed, efficiency or
confidentiality, the broker-dealer's apparent familiarity with sources from or
to whom particular securities might be purchased or sold, any other matters
relevant to the selection of a broker-dealer for particular and related
transactions of the Fund, and 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 Portfolio 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 the Fund and /or other accounts over which the
Portfolio Manager or an affiliate of the Portfolio Manager exercises investment
discretion. The Portfolio Manager is authorized to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the amount of
commissions another broker-dealer would have charged for effecting that
transaction if, but only if, the Portfolio 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. In reaching such determination, the Portfolio
Manager will not be required to place or attempt to place a specific dollar
value on the brokerage and/or research services provided or being provided by
such broker-dealer.
The Portfolio Manager shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the basis of
its purported or "posted" commission rate but will, to the best of its ability,
endeavor to be aware of the current level of the charges of eligible
broker-dealers and to minimize the expense incurred by the Fund for effecting
its portfolio transactions to the extent consistent with the interests of the
Fund.
The Portfolio Manager may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms and
conditions as are customary in such transactions, may use a broker to effect
said transactions, and may enter into a contract in which the broker acts either
as principal or as agent.
(c) Provided the investment objectives of the Fund and applicable law are
adhered to, the Portfolio Manager may aggregate sale and purchase orders of
securities and other investments held in the Fund with similar orders being made
simultaneously for other accounts managed by the Portfolio Manager or with
accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund, taking into consideration an advantageous selling or purchase
price, brokerage commissions and other expenses, and beneficial timing of
transactions, or a combination of these and other factors;
(d) furnish to the Trust, the Manager and any other portfolio manager
whatever statistical information the Trust, the Manager or such other portfolio
manager may reasonably request with respect to the Assets or contemplated
investments;
(e) make available to the Trust's administrator (the "Administrator"), the
Trust or the Manager, promptly upon their request, such copies of its investment
records and ledgers with respect to the Fund as may be required to assist the
Administrator, the Trust and the Manager in their compliance with applicable
laws and regulations;
(f) immediately notify the Trust and the Manager in the event that the
Portfolio Manager or any of its affiliates: (1) becomes aware that it is subject
to a statutory disqualification that prevents the Portfolio Manager from serving
as a portfolio manager pursuant to this Agreement; (2) becomes aware that it is
the subject of an administrative proceeding or enforcement action by the SEC or
other regulatory authority related to its services hereunder; or (3) becomes
subject to any litigation or other event that may have a material adverse effect
on the Portfolio Manager's ability to provide the services it has agreed to
provide hereunder. The Portfolio Manager further agrees to notify the Trust and
the Manager immediately of any material fact known to the Portfolio Manager
respecting or relating to the Portfolio Manager that is not contained in the
Trust's Registration Statement and of any statement contained therein that
becomes untrue in any material respect;
(g) have in effect, policies and procedures reasonably designed to detect
and prevent the Portfolio Manager's officers, directors and employees from
trading on material, non-public information (i.e., "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇" as defined
under such policies and procedures) in accordance with such policies and
procedures.
(h) once a year, make available its officers and employees to meet with the
Trustees at the Fund's principal place of business upon sufficient written
notice. The Portfolio Manager will select which of its officers and employees
will meet with the Fund's Trustees.
(i) not be responsible for the preparation or filing of any report required
of the Fund by any governmental or regulatory agency, except as otherwise
expressly agreed to hereunder. The Portfolio Manager hereby undertakes to
prepare and file any reports required to be filed under sections 13(d), 13(f)
and 13(g) of the Securities Exchange Act of 1934, as amended, with respect to
the Fund's holdings;
(j) in performing its obligations under this Agreement, be permitted to
rely upon information provided to it by the Fund or on behalf of the Fund, the
Manager, the Fund's Custodians or other agent and will not independently verify
the accuracy or completeness of such information. The Portfolio Manager shall
not be liable for any loss, claim or damages related to such reliance.
Except as otherwise provided in this Agreement, the Portfolio Manager shall
not be responsible hereunder for compliance monitoring, reporting or testing or
for preparing or maintaining books and records for the Fund or otherwise
providing accounting services to the Fund and such services shall be provided by
others retained by the Fund.
The Portfolio Manager shall not be responsible for pursuing legal causes of
action that may be based on the purchase, sale or holding of a security by the
Fund. The Portfolio Manager shall, however, provide notice to the Manager of any
such potential claim to the extent the Portfolio Manager has notice of a
potential claim and provide reasonable cooperation to the Manager in any
possible proceeding.
3. BANKING AND CUSTODY ACCOUNTS. The Portfolio Manager shall not be
required to provide or arrange for banking accounts for the Fund or to hold
money or assets on the Fund's behalf. The Portfolio Manager shall not be
required to act as the registered holder of any investment or to provide or
procure any custody or settlement services in connection with its services
hereunder. The Fund has entered into one or more agreements with providers of
banking and custody services (Custodians) whom the Fund will authorize to act
upon instructions from properly authorized representatives of the Portfolio
Manager, in connection with its services hereunder, directing the Custodian(s)
to pay, deliver or receive cash and securities in settlement of transactions
authorized by the Portfolio Manager on the Fund's behalf. The Fund's
agreement(s) with such Custodian(s) will require the Custodian(s) to settle all
transactions directed by the Portfolio Manager on the Fund's behalf.
Consistent with the terms and conditions of this Agreement and the
Portfolio Manager's appointment hereunder, the Portfolio Manager is hereby
appointed as the Fund's agent for the limited purpose of engaging in portfolio
transactions on behalf of the Fund. In accordance with this authority and as
necessary, in the judgment and discretion of the Portfolio Manager, to complete
portfolio transactions on behalf of the Fund, the Portfolio Manager may enter
into trading agreements and open brokerage accounts on behalf of the Fund. The
Portfolio Manager agrees to provide the Manager with an initial list of brokers
that it expects to use to execute portfolio transactions on behalf of the Fund,
and to provide updated lists upon request by the Manager.
4. COMPENSATION. As compensation for the services provided by the Portfolio
Manager under this Agreement, the Manager, out of its fees from the Fund
pursuant to the Investment Management Agreement, will pay the Portfolio Manager
at the end of each calendar month an investment management fee computed daily at
an annual rate equal to the percentage of each Fund's average daily net assets
specified in Schedule A hereto. The "average daily net assets" shall mean the
average of the values placed on the net Assets as of the time at which, and on
such days as, the Fund lawfully determines the value of its net assets in
accordance with the prospectus or otherwise. The value of the net Assets, and of
the 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 the Fund
is suspended for any particular business day, then for the purposes of this
Section 4, the value of the net Assets as last determined shall be deemed to be
the value of the net Assets as of the close of regular trading on the New York
Stock Exchange, or as of such other time as the value of the net assets of the
Fund's portfolio may lawfully be determined, on that day. If the determination
of the net asset value of the shares of the Fund has been so suspended for a
period including any month end when the Portfolio Manager's compensation is
payable pursuant to this section, then the Portfolio Manager's compensation
payable at the end of such month shall be computed on the basis of the value of
the net Assets as last determined (whether during or prior to such month). If
the Fund determines the value of the net assets of its portfolio more than once
on any day, then the last such determination thereof with respect to the net
Assets on that day shall be deemed to be the sole determination thereof on that
day with respect to the net Assets for the purposes of this Section 4. If the
Portfolio Manager serves less than the whole of any period specified, its
compensation will be prorated. The Portfolio Manager, in its sole discretion,
may from time to time and for such periods as deemed appropriate reduce its
compensation to the extent that the Fund's expenses exceed such lower expense as
the Manager may, by notice to the Trust, voluntarily declare to be effective.
5. BOOKS AND RECORDS. The Portfolio Manager agrees to maintain such books
and records with respect to its services to the Fund 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 Portfolio
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. The Portfolio 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 Fund are being
conducted in accordance with applicable laws and regulations.
6. STANDARD OF CARE AND LIMITATION OF LIABILITY. The Portfolio Manager
shall exercise its best judgment in rendering the services provided by it under
this Agreement. The Portfolio Manager shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust or the Fund or
the holders of the Fund's 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 Portfolio Manager against any liability to the
Trust, the Fund or to holders of the Fund's shares to which the Portfolio
Manager would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties under this
Agreement. As used in this Section 6, the term "Portfolio Manager" shall include
any officers, directors, employees or other affiliates of the Portfolio Manager
performing services with respect to the Trust or the Fund.
7. SERVICES NOT EXCLUSIVE. It is understood that the services of the
Portfolio Manager are not exclusive, and that nothing in this Agreement shall
prevent the Portfolio 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 the Fund or
another Sub-Advised Fund of the Trust) 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 Portfolio Manager's ability
to meet its obligations to the Trust, the Manager and the Fund hereunder.
The Manager and the Trust acknowledge that the Portfolio Manager and its
officers, affiliates, and employees, and the Portfolio Manager's other clients,
may at any time have, acquire, increase, decrease, or dispose of positions in
investments which are at the same time being acquired for or disposed of from
the Fund. The Portfolio Manager shall have no obligation to acquire for the Fund
a position in any investment which the Portfolio Manager, its officers,
affiliates or employees may acquire for its or their own accounts or for the
account of another client, if in the reasonable discretion of the Portfolio
Manager, it is not feasible or desirable to acquire a position in such
investment for the Fund.
The Manager and the Trust acknowledge that the Portfolio Manager may give
advice and take action with respect to any of its other clients or for its own
account which may differ from the timing or nature of action taken by the
Portfolio Manager with respect to the Fund. The Manager and the Trust
acknowledge that the performance of the Fund may differ from the performance of
other accounts or investment companies managed by the Portfolio Manager and that
the Portfolio Manager is not expected to replicate the holdings or returns of
any other account or fund that it manages.
When the Portfolio Manager recommends the purchase or sale of a security
for other investment companies and other clients, and at the same time the
Portfolio Manager recommends the purchase or sale of the same security for the
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
the Fund, neither the Portfolio Manager nor any of its Trustees, officers or
employees shall act as a principal or agent or receive any commission.
8. DURATION AND TERMINATION. This Agreement shall continue in effect for
two years from the date set forth above and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Trustees or (ii) by vote of a
"majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's 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 (i) by the Manager,
(ii) by the Trust upon the vote of a majority of the Trustees or (iii) by vote
of the majority of the Fund's outstanding voting securities, each upon sixty
(60) days' written notice to the Portfolio Manager; or (b) by the Portfolio
Manager at any time without penalty, upon sixty (60) days' written notice to the
Trust or the Manager. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules and
regulations thereunder).
9. AMENDMENTS. Except as otherwise provided by applicable law or regulatory
relief, 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 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 AND RIGHTS. Unless the Trust or the Manager gives written
instructions to the contrary and subject to the receipt of the necessary proxy
materials, the Portfolio Manager shall (a) vote all proxies solicited by or with
respect to the issuers of securities in which the Assets are invested, using its
good faith judgment to vote such proxies in a manner which best serves the
interests of the Fund's shareholders, and (b) exercise all other elective rights
attaching to or arising with respect to the Assets, subject to the Fund's
investment objectives, policies and limitations as stated in their Registration
Statement, directing the Custodian to make any required payment or settlement in
connection therewith. The Fund's Custodian shall process all non-elective
corporate actions without the assistance of the Portfolio Manager but shall
notify the Portfolio Manager of the same.
11. INDEMNIFICATION.
(a) The Portfolio Manager agrees to indemnify and hold harmless the
Manager, any affiliated person within the meaning of Section 2(a)(3) of the Act
("affiliated person") of the Advisor and each person, if any who, within the
meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls
("controlling person") the Manager and their respective officers, directors and
employees, against any and all losses, claims, damages, liabilities or
litigation (including reasonable attorneys' fees), to which the Manager or such
affiliated person or controlling person of the Manager or their respective
officers, directors and employees may become subject under the 1940 Act, the
Securities Act of 1933, as amended (the "1933 Act"), the Advisers Act, or any
other statute, law, rule or regulation, arising directly out of the Portfolio
Manager's responsibilities hereunder as a result of, (1) the willful misconduct,
bad faith, or gross negligence of the Portfolio Manager, (2) any untrue
statement of a material fact contained in the Fund's Registration Statement,
including any amendment thereof or any supplement thereto, or the omission of a
material fact required to be stated in such registration statement necessary to
make the statements therein not misleading, if such a statement or omission was
made in reliance upon and in conformity with written information furnished by
the Portfolio Manager to the Fund, or (3) any breach by the Portfolio Manager of
the obligations hereunder; provided, however, that in no case is the Portfolio
Manager's indemnity hereunder deemed to protect a person against any liability
to which any such person would otherwise be subject by reason of willful
misconduct, bad faith or gross negligence in performance of its duties under
this Agreement or the investment advisory agreement with the Fund. The Portfolio
Manager shall not be liable to the Manager or the Fund or any affiliate of the
Manager or Fund or any controlling person of the Fund, the Manager or their
respective officers, directors or employees for any losses that may be sustained
as a result of (1) instructions provided by the Portfolio Manager to the Manager
or the Fund's Custodian or other agent of the Fund if the recipient had reason
to believe that such instruction was not genuine or authorized, or (2) delays in
or the inaccuracy of information provided to the Portfolio Manager by the Fund's
Custodians or other agent. It is agreed that the Portfolio Manager's
indemnification obligations under this Section 11 will extend to expenses and
costs (including reasonable attorneys' fees) incurred by the Manager, any
controlling person of the Manager, the Manager's officers, directors, employees
or affiliates as a result of any litigation brought by the Portfolio Manager
alleging the Manager's failure to perform its obligations and duties in the
manner required under this Agreement, unless judgment is rendered for the
Portfolio Manager.
(b) The Manager agrees to indemnify and hold harmless the Portfolio
Manager, any affiliated person of the Portfolio Manager and each controlling
person of the Portfolio Manager, if any, and their respective officers,
directors and employees against any and all losses, claims, damages, liabilities
or litigation (including reasonable attorneys' fees), to which the Portfolio
Manager or such affiliated person or controlling person of the Portfolio Manager
or their respective officers, directors and employees may become subject under
the 1940 Act, the 1933 Act, the Advisers Act, or any other statute, law, rule or
regulation, arising out of the Manager's responsibilities as investment manager
of the Fund or the Manager's obligations hereunder, or any untrue statement or
alleged untrue statement of a material fact contained in the Fund's registration
statement, including any amendment thereof or any supplement thereto, or the
omission of or alleged omission to state a material fact in such registration
statement necessary to make the statements therein not misleading; provided,
however, that in no case shall the Manager's indemnity hereunder be deemed to
protect a person against any liability to which any such person would otherwise
be subject by reason of willful misconduct, bad faith or gross negligence in the
performance of its duties under this Agreement. It is agreed that the Manager's
indemnification obligations under this Section 11 will extend to expenses and
costs (including reasonable attorneys' fees) incurred by the Portfolio Manager,
any controlling person of the Portfolio Manager, the Portfolio Manager's
officers, directors, employees or affiliates as a result of any litigation
brought by the Manager alleging the Portfolio Manager's failure to perform its
obligations and duties in the manner required under this Agreement, unless
judgment is rendered for the Manager.
12. DELIVERY OF DOCUMENTS TO THE PORTFOLIO MANAGER.
The Manager has furnished the Portfolio Manager with true, accurate and
complete copies of each of the following documents:
(a) The Declaration of Trust of the Trust, as in effect on the date hereof;
(b) The By-Laws of the Trust, as in effect on the date hereof;
(c) The resolutions of the Trust's Trustees approving the engagement of the
Portfolio Manager as sub-advisor of the Trust and approving the form of
this Agreement;
(d) The resolutions of the Trust's Trustees selecting the Manager as investment
advisor to the Trust and approving the form of Investment Management
Agreement;
(e) The Investment Management Agreement;
(f) The Fund's currently effective Registration Statement as supplemented;
(g) The policies, procedures and guidelines adopted by the Trust's Board of
Trustees with respect to management of the Fund;
(h) The Manager's Form ADV as filed with the Commission as of the date hereof;
and
(i) A list of companies the securities of which are not to be bought or sold on
behalf of the Fund and a list of countries the issuers of which the Fund
cannot invest in.
The Manager will furnish the Portfolio Manager from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. Such amendments or supplements to items
(a) through (i) will be provided promptly after such materials become available
to the Manager. Amendments or supplements to item (i) above will be provided no
later than the end of the business day following the date such amendments or
supplements become known to the Manager. Any amendments or supplements to the
foregoing will not be deemed effective with respect to the Portfolio Manager
until the Portfolio Manager's receipt thereof. The Manager will provide such
additional information as the Portfolio Manager may reasonably request in
connection with the performance of its duties hereunder.
13. DELIVERY OF DOCUMENTS TO THE MANAGER.
The Portfolio Manager has furnished the Manager with true, accurate and
complete copies of each of the following documents:
(a) The Portfolio Manager's Form ADV as filed with the Commission, as of date
hereof.
(b) Separate lists of persons who the Portfolio Manager wishes to have
authorized to give written and/or oral instructions to Custodians of the
Fund's assets; and
(c) The Code of Ethics of the Portfolio Manager, as in effect on the date
hereof.
The Portfolio Manager will furnish the Manager from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. Material amendments or supplements to the
foregoing, if any, will be provided within 30 days of the time such materials
become available to the Portfolio Manager. Any amendments or supplements to the
foregoing will not be deemed effective with respect to the Manager until the
Manager's receipt thereof.
14. MISCELLANEOUS.
a. This Agreement shall be governed by the laws of the State of Delaware,
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. This Agreement may be executed in counterparts by the
parties.
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 Portfolio Manager
as an agent of the Trust or the Fund.
e. The Portfolio Manager hereby consents to the Fund using the term
"▇▇▇▇▇▇▇▇▇▇▇" in the name of the Fund identified in Schedule A during the term
of this Agreement. The Portfolio Manager hereby represents and warrants to the
Manager and the Trust that it has all necessary right and authority to consent
to such use as set forth in the preceding sentence.
The Fund shall not use the name "▇▇▇▇▇▇▇▇▇▇▇" and any of the other names of
the Portfolio Manager or its affiliated companies and any derivative or logo or
trade or service ▇▇▇▇ thereof, or disclose information related to the business
of the Portfolio Manager or any of its affiliates in any prospectus, sales
literature or other material relating to the Fund in any manner not approved
prior thereto by the Portfolio Manager; provided, however, that the Portfolio
Manager hereby approves all uses of its name and that of its affiliates which
merely refer in accurate terms to its appointment hereunder or which are
required by the SEC or a state securities commission; and provided, further,
that in no event shall such approval be unreasonably withheld.
The Manager recognizes that from time to time directors, officers and
employees of the Portfolio Manager may serve as directors, trustees, partners,
officers and employees of other corporations, business trusts, partnerships or
other entities (including other investment companies) and that such other
entities may include the name "▇▇▇▇▇▇▇▇▇▇▇" or any derivative or abbreviation
thereof as part of their name, and that the Portfolio Manager or its affiliates
may enter into investment advisory, administration or other agreements with such
other entities.
f. The Fund or the Manager shall bear all costs necessary to establish
communication links between the Fund's Custodians and fund accounting agent so
that the Portfolio Manager can perform its services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date first above written.
OppenheimerFunds, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
By ______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President & General Counsel
USAllianz Advisers, LLC
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By ______________________________
Name:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP Advisory Mgmt
SCHEDULE A
Fees payable to the Portfolio Manager pursuant to Section 4 hereof shall be
at the following annual rates for the Fund:
FUND PERCENTAGE OF AVERAGE NET ASSETS
USAZ ▇▇▇▇▇▇▇▇▇▇▇ Emerging Growth Fund 0.75% first $10 Million
0.60% next $90 Million
0.50% next $150 Million
0.45% over $250 Million
The management fee shall be accrued and paid to the Portfolio Manager as
provided in Section 4 of the Portfolio Management Agreement.