AMENDED AND RESTATED
SUBADVISORY AGREEMENT
Agreement made as of the 1st day of July, 2008, by and between Allianz
Investment Management LLC (formerly known as Allianz Life Advisers, LLC and
USAllianz Life Advisers, LLC), a Minnesota limited liability company
("Manager"), and ▇▇▇▇▇ Selected Advisers, L.P., a Colorado limited partnership
("Subadviser");
WHEREAS each of the funds listed in Schedule A (each, a "Fund," and
collectively, the "Funds") is a series of a Delaware business trust registered
as an investment company under the Investment Company Act of 1940, as amended
(the "1940 Act");
WHEREAS Manager has entered into an investment management agreement
(the "Management Agreement") with the Funds pursuant to which Manager provides
investment advisory services to the Funds in accordance with the terms and
conditions set forth in this Agreement;
WHEREAS Manager and Subadviser entered into a Portfolio Management
Agreement dated March 8, 2004, under the terms of which Subadviser provided
investment advisory services to the AZL ▇▇▇▇▇ NY Venture Fund; and
WHEREAS Manager and the Funds each desire to retain Subadviser to
provide investment advisory services to the Funds, and Subadviser is willing to
render such investment advisory services;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
(a) Portfolio Management. Subject to supervision by Manager and
the Funds' Board of Trustees (the "Board"), Subadviser shall
manage the investment operations and the composition of that
portion of assets of each of the Funds which is allocated to
Subadviser from time to time by Manager (which portion may
include any or all of the Funds' assets), including the
purchase, retention, and disposition thereof, in accordance
with the Funds' investment objectives, policies, and
restrictions, and subject to the following understandings:
(i) Investment Decisions. Subadviser shall determine from
time to time what investments and securities will be
purchased, retained, or sold with respect to that
portion of the Funds allocated to it by Manager, and
what portion of such assets will be invested or held
uninvested as cash. Subadviser is prohibited from
consulting with any other subadviser of any of the Funds
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concerning transactions of the Funds in securities or
other assets, other than for purposes of complying with
the conditions of Rule 12d3-1(a) or (b) under the 1940
Act. Unless Manager or the Funds give written
instructions to the contrary, Subadviser shall vote, or
abstain from voting, all proxies with respect to
companies whose securities are held in that portion of
each of the Funds allocated to it by Manager, using its
best good faith judgment to vote, or abstain from
voting, such proxies in the manner that best serves the
interests of the Funds' shareholders. Subadviser shall
not be responsible for pursuing rights, including class
action settlements, relating to the purchase, sale, or
holding of securities by the Funds; provided, however,
that Subadviser shall provide notice to Manager of any
such potential claim and cooperate with Manager in any
possible proceeding.
(ii) Investment Limits. In the performance of its duties and
obligations under this Agreement, Subadviser shall act
in conformity with applicable limits and requirements,
as amended from time to time, as set forth in (A) each
Fund's Prospectus and Statement of Additional
Information ("SAI"); (B) any written instructions and
directions of Manager and of the Board; (C) requirements
of the 1940 Act, the Internal Revenue Code of 1986, as
amended, as applicable to the Funds, including, but not
limited to, Section 817(h); and all other applicable
federal and state laws and regulations; (D) the
procedures and standards set forth in, or established in
accordance with, the Management Agreement to the extent
communicated to Subadviser; and (E) any policies and
procedures of Subadviser communicated to the Funds
and/or Manager.
(iii) Portfolio Transactions.
(A) Trading. With respect to the securities and other
investments to be purchased or sold for the Funds,
Subadviser shall place orders with or through such
persons, brokers, dealers, or futures commission
merchants (including, but not limited to, broker-dealers
that are affiliated with Manager or Subadviser) as may
be selected by Subadviser; provided, however, that such
orders shall be consistent with the brokerage policy set
forth in each Fund's Prospectus and SAI, or approved by
the Board; conform with federal securities laws; and be
consistent with seeking best execution. Within the
framework of this policy, Subadviser may, to the extent
permitted by applicable law, consider the research
provided by, and the financial responsibility of,
brokers, dealers, or futures commission merchants who
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may effect, or be a party to, any such transaction or
other transactions to which Subadviser's other clients
may be a party.
(B) Aggregation of Trades. On occasions when Subadviser
deems the purchase or sale of a security or futures
contract to be in the best interest of one or more of
the Funds as well as other clients of Subadviser,
Subadviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation
to, aggregate the securities or futures contracts to be
sold or purchased in order to seek best execution. In
such event, Subadviser will make allocation of the
securities or futures contracts so purchased or sold, as
well as the expenses incurred in the transaction, in the
manner Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Funds
and to such other clients.
(iv) Records and Reports. Subadviser (A) shall maintain such
books and records as are required based on the services
provided by Subadviser pursuant to this Agreement under
the 1940 Act and as are necessary for Manager to meet
its record keeping obligations generally set forth under
Section 31 and related rules thereunder, (B) shall
render to the Board such periodic and special reports as
the Board or Manager may reasonably request in writing,
and (C) shall meet with any persons at the request of
Manager or the Board for the purpose of reviewing
Subadviser's performance under this Agreement at
reasonable times and upon reasonable advance written
notice.
(v) Transaction Reports. On each business day Subadviser
shall provide to the Funds' custodian and the Funds'
administrator information relating to all transactions
concerning the Funds' assets and shall provide Manager
with such information upon Manager's request.
(b) Compliance Program and Ongoing Certification(s). As
requested, Subadviser shall timely provide to Manager (i)
information and commentary for the Funds' annual and
semi-annual reports, in a format approved by Manager, and
shall (A) certify that such information and commentary
discuss the factors that materially affected the
performance of the portion of each of the Funds allocated
to Subadviser under this Agreement, including the relevant
market conditions and the investment techniques and
strategies used, and do not contain any untrue statement of
a material fact or omit to state a material fact necessary
to make the information and commentary not misleading, and
(B) provide additional
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certifications related to Subadviser's management of
the Funds in
order to support the Funds' filings on Form N-CSR and Form
N-Q, and the Funds' Principal Executive Officer's and
Principal Financial Officer's certifications under Rule
30a-2 under the 1940 Act, thereon; (ii) a quarterly
sub-certification with respect to compliance matters
related to Subadviser and the Subadviser's management of
the Funds, in a 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
Funds' compliance program under Rule 38a-1, and (iv) an
annual certification from the Subadviser's Chief Compliance
Officer, appointed under Rule 206(4)-7 under the Investment
Advisers Act of 1940 (the "Advisers Act"), or his or her
designee, with respect to the design and operation of
Subadviser's compliance program, in a format reasonably
requested by Manager.
(c) Maintenance of Records. Subadviser shall timely furnish to
Manager all information relating to Subadviser's services
hereunder which are needed by Manager to maintain the books
and records of the Funds required under the 1940 Act.
Subadviser shall maintain for the Funds the records
required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9),
(b)(10) and (f) of Rule 31a-1 under the 1940 Act and any
additional records as agreed upon by Subadviser and
Manager. Subadviser agrees that all records that it
maintains for the Funds pursuant to this Section 1(c) are
the property of the Funds and Subadviser will surrender
promptly to the Funds any of such records upon the Funds'
request; provided, however, that Subadviser may retain a
copy of such records. Subadviser further agrees to preserve
for the periods prescribed under the 1940 Act any such
records as are required to be maintained by it pursuant to
Section 1(a) hereof. The records to be maintained pursuant
to this Section (c) only apply to those assets of the Funds
which are assigned to the Subadviser to manage pursuant to
Section (a)(1) of this Agreement.
(d) Fidelity Bond and Code of Ethics. Subadviser will provide
the Funds with periodic written certifications that, with
respect to its activities on behalf of the Funds,
Subadviser maintains (i) adequate fidelity bond insurance
and (ii) an appropriate Code of Ethics and related
reporting procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise
the same standard of care that it uses to protect its own
confidential and proprietary information,
but no less than reasonable care, to protect the
confidentiality of the Portfolio Information. As used
herein "Portfolio Information" means confidential and
proprietary information of the Funds or Manager that is
received by Subadviser in connection with this Agreement,
including information with regard to the portfolio holdings
and characteristics of the portion of each of the Funds
allocated to Subadviser that Subadviser manages under the
terms of this Agreement. Subadviser will restrict access to
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the Portfolio Information to those employees of Subadviser
who will use it only for the purpose of managing its
portion of the Funds, maintaining the Funds' records, or
providing other services to the Funds. The foregoing shall
not prevent Subadviser from disclosing Portfolio
Information that is (1) publicly known or becomes publicly
known through no unauthorized act, (2) rightfully received
from a third party without obligation of confidentiality,
(3) approved in writing by Manager for disclosure, or (4)
required to be disclosed pursuant to a requirement of a
governmental agency, court order, 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 Funds that are not allocated by it to the
portfolio management of Subadviser as provided in Section 1(a) hereof or
to any other subadviser. Manager will periodically provide to Subadviser
a list of the affiliates of Manager or the Funds (other than affiliates
of Subadviser) to which investment restrictions apply, and will
specifically identify in writing (a) all publicly traded companies in
which the Funds may not invest, together with ticker symbols for all
such companies (Subadviser will assume that any company name not
accompanied by a ticker symbol is not a publicly traded company), and
(b) any affiliated brokers and any restrictions that apply to the use of
those brokers by Subadviser.
3. Documents Provided to Subadviser. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of the Funds'
Prospectus and SAI, and will promptly deliver to it all future
amendments and supplements, if any.
4. Compensation of Subadviser. Subadviser will bear all expenses in
connection with the performance of its services under this Agreement,
which expenses shall not include brokerage fees or commissions in
connection with the effectuation of securities transactions for the
Funds. For the services provided and the expenses assumed pursuant to
this Agreement, Manager will pay to Subadviser, effective from the date
of this Agreement, a fee which shall be accrued daily and paid monthly,
on or before the last business day of the next succeeding calendar
month, based on the Funds' assets allocated to Subadviser under this
Agreement at the annual rates as a percentage of such average daily net
assets set forth in the attached Schedule A, which Schedule may be
modified from time to time upon mutual written agreement of the parties
to reflect changes in annual rates, subject to any approvals required by
the ▇▇▇▇ ▇▇▇. For the purpose of determining fees payable to the
Subadviser, the value of the Funds' average daily assets allocated to
Subadviser under this Agreement shall be computed at the times and in
the manner specified in the Funds' Prospectus or Statement of Additional
Information as from time to time in effect. If this Agreement becomes
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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 any of the Funds to Manager; (v) has met and will
seek to continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or
the applicable requirements of any regulatory or industry
self-regulatory agency; (vi) has the authority to enter into and
perform the services contemplated by this Agreement; and (vii)
will immediately notify Manager and the Funds of the occurrence
of any event that would disqualify Subadviser from serving as an
investment adviser of an investment company pursuant to Section
9(a) of the 1940 Act or in the event that Subadviser or any of
its affiliates becomes aware that it is the subject of an
administrative proceeding or enforcement action by the SEC or
other regulatory authority. Subadviser further agrees to notify
Manager and the Funds immediately of any material fact known to
Subadviser concerning Subadviser that is not contained in the
Funds' registration statement, or any amendment or supplement
thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material
respect.
(b) Subadviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will
provide Manager with a copy of the code of ethics. Within 60 days
of the end of the last calendar quarter of each year that this
Agreement is in effect, a duly authorized officer of Subadviser
shall certify to Manager that Subadviser has complied with the
requirements of Rule 17j-1 during the previous year and that
there has been no material violation of Subadviser's code of
ethics or, if such a violation has occurred, that appropriate
action was taken in response to such violation.
(c) Subadviser has provided Manager with a copy of its Form ADV Part
II, which as of the date of this Agreement is its Form ADV Part
II as most recently deemed to be filed with the Securities and
Exchange Commission ("SEC"), and promptly will furnish a copy of
all amendments thereto to Manager.
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(d) Subadviser will promptly notify Manager of any changes in its
controlling shareholders or in the key personnel who are either
the portfolio manager(s) responsible for the Funds or the
Subadviser's Chief Executive Officer or President, or if there is
otherwise an actual or expected change in control or management
of Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates will
in any way refer directly or indirectly to its relationship with
the Funds or Manager, or any of their respective affiliates in
offering, marketing, or other promotional materials without the
prior written consent of Manager.
6. Representations of Manager. Manager represents and warrants as follows:
(a) Manager (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services
contemplated by this Agreement, (iii) has met and will seek to
continue to meet for so long as this Agreement remains in effect,
any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform
the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by
this Agreement; and (v) will promptly notify Subadviser of the
occurrence of any event that would disqualify Manager from
serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) Manager agrees that neither it nor any of its affiliates will in
any way refer directly or indirectly to its relationship with
Subadviser, or any of its affiliates in offering, marketing, or
other promotional materials without the prior written consent of
Subadviser, which consent shall not be unreasonably withheld.
7. Liability and Indemnification.
(a) Subadviser agrees to perform faithfully the services required to
be rendered by Subadviser under this Agreement, but nothing
herein contained shall make Subadviser or any of its officers,
partners, or employees liable for any loss sustained by the Funds
or their officers, directors, or shareholders, Manager, or any
other person on account of the services which Subadviser may
render or fail to render under this Agreement; provided, however,
that nothing herein shall protect Subadviser against liability to
the Funds or their officers, directors, shareholders, Manager, or
any other person to which Subadviser would otherwise be subject,
by reason of its willful misfeasance, bad faith, or gross
7
negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this
Agreement. Nothing in this Agreement shall protect Subadviser
from any liabilities that it may have under the Securities Act of
1933, as amended, (the "1933 Act"), the 1940 Act, or the Advisers
Act. Subadviser does not warrant that the portion of the assets
of each of the Funds managed by Subadviser will achieve any
particular rate of return or that its performance will match that
of any benchmark index or other standard or objective.
(b) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Subadviser, any of its affiliates, and
any of the officers, partners, employees, consultants, or agents
thereof shall not be liable for any losses, claims, damages,
liabilities, or litigation (including legal and other expenses)
incurred or suffered by the Funds, Manager, or any affiliated
persons thereof (within the meaning of Section 2(a)(3) of the
▇▇▇▇ ▇▇▇) or controlling persons thereof (as described in Section
15 of the 1933 Act) (collectively, "Fund and Manager
Indemnitees") as a result of any error of judgment or mistake of
law by Subadviser with respect to the Funds, except that nothing
in this Agreement shall operate or purport to operate in any way
to exculpate, waive, or limit the liability of Subadviser for,
and Subadviser shall indemnify and hold harmless the Funds and
Manager Indemnitees against, any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and other
expenses) to which any of the Fund and Manager Indemnitees may
become subject under the 1933 Act, the 1940 Act, the Advisers
Act, or under any other statute, at common law, or otherwise
arising out of or based on (i) any willful misconduct, bad faith,
reckless disregard, or gross negligence of Subadviser in the
performance of any of its duties or obligations hereunder; (ii)
any untrue statement of a material fact regarding the Subadviser
contained in the Prospectus and SAI, proxy materials, reports,
advertisements, sales literature, or other materials pertaining
to the Funds or the omission to state therein a material fact
regarding the Subadviser which was required to be stated therein
or necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon written
information furnished to Manager or the Funds by the Subadviser
Indemnitees (as defined below) for use therein; or (iii) any
violation of federal or state statutes or regulations by
Subadviser. It is further understood and agreed that Subadviser
may rely upon information furnished to it by Manager that it
reasonably believes to be accurate and reliable.
(c) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Manager and the Funds shall not be liable
for any losses, claims, damages, liabilities, or litigation
(including legal and other expenses) incurred or suffered by
Subadviser or any of its affiliated persons thereof (within the
8
meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling
persons (as described in Section 15 of the 1933 Act)
(collectively, "Subadviser Indemnitees") as a result of any error
of judgment or mistake of law by Manager with respect to the
Funds, except that nothing in this Agreement shall operate or
purport to operate in any way to exculpate, waive, or limit the
liability of Manager for, and Manager shall indemnify and hold
harmless the Subadviser Indemnitees against any and all losses,
claims, damages, liabilities, or litigation (including reasonable
legal and other expenses) to which any of the Subadviser
Indemnitees may become subject under the 1933 Act, the 1940 Act,
the Advisers Act, or under any other statute, at common law, or
otherwise arising out of or based on (i) any willful misconduct,
bad faith, reckless disregard, or gross negligence of Manager in
the performance of any of its duties or obligations hereunder;
(ii) any untrue statement of a material fact contained in the
Prospectus and SAI, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Funds or
the omission to state therein a material fact which was required
to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission concerned
Subadviser and was made in reliance upon written information
furnished to Manager or the Funds by a Subadviser Indemnitee for
use therein, or (iii) any violation of federal or state statutes
or regulations by Manager or the Funds. It is further understood
and agreed that Manager may rely upon information furnished to it
by Subadviser that it reasonably believes to be accurate and
reliable.
(d) After receipt by Manager, the Funds, or Subadviser, their
affiliates, or any officer, director, employee, or agent of any
of the foregoing, entitled to indemnification as stated in (b) or
(c) 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
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(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 in the ▇▇▇▇ ▇▇▇) of any such party, and (ii)
by the Board or by a vote of the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the
Funds.
(b) Notwithstanding the foregoing, this Agreement may be terminated
at any time, without the payment of any penalty, by the Board or
by vote of a majority of the outstanding voting securities (as
defined in the ▇▇▇▇ ▇▇▇) of one or more of the Funds on 60 days'
written notice to Subadviser. This Agreement may also be
terminated, without the payment of any penalty, by Manager (i)
upon 60 days' written notice to Subadviser; (ii) upon material
breach by Subadviser of any representations and warranties set
forth in this Agreement, if such breach has not been cured within
20 days after written notice of such breach; or (iii) immediately
if, in the reasonable judgment of Manager, Subadviser becomes
unable to discharge its duties and obligations under this
Agreement, including circumstances such as the insolvency of
Subadviser or other circumstances that could adversely affect the
Funds. Subadviser may terminate this Agreement at any time,
without payment of any penalty, (1) upon 60 days' written notice
to Manager; or (2) upon material breach by Manager of any
representations and warranties set forth in the Agreement, if
such breach has not been cured within 20 days after written
notice of such breach. This Agreement shall terminate
automatically in the event of its assignment (as defined in the
▇▇▇▇ ▇▇▇) or upon the termination of the Management Agreement.
(c) In the event of termination of the Agreement, those sections of
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the Agreement which govern conduct of the parties' future
interactions with respect to the Subadviser having provided
investment management services to the Funds for the duration of
the Agreement, including, but not limited to, Sections
1(a)(iv)(A), 1(e), 7, 14, 16, and 17, shall survive such
termination of the Agreement.
9. Subadviser's Services Are Not Exclusive. Nothing in this Agreement
shall limit or restrict the right of Subadviser or any of its partners,
officers, or employees to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of
any business, whether of a similar or a dissimilar nature, or limit or
restrict Subadviser's right to engage in any other business or to
render services of any kind to any other mutual fund, corporation,
firm, individual, or association.
10. References to Subadviser.
(a) The name "▇▇▇▇▇" is the property of Subadviser for copyright and
other purposes. Subadviser agrees that, for so long as Subadviser
is the sole subadviser of any Fund, the name "▇▇▇▇▇" may be used
in the name of such Fund and that such use of the name "▇▇▇▇▇"
may include use of the name in prospectuses, reports, and sales
materials.
(b) During the term of this Agreement, Manager agrees to furnish to
Subadviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other
material prepared for distribution to sales personnel,
shareholders of the Funds or the public, which refer to
Subadviser or its clients in any way, prior to use thereof and
not to use such material if Subadviser reasonably objects in
writing five business days (or such other time as may be mutually
agreed upon) after receipt thereof. Sales literature may be
furnished to Subadviser hereunder by first-class or overnight
mail, electronic or facsimile transmission, or hand delivery.
Subadviser's right to object to such materials is limited to the
portions of such materials that expressly relate to Subadviser,
its services, and its clients.
11. Notices. Any notice under this Agreement must be given in writing as
provided below or to another address as either party may designate in
writing to the other.
Subadviser:
Chief Operating Officer
▇▇▇▇▇ Selected Advisers, L.P.
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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with a copy to:
Chief Legal Officer
▇▇▇▇▇ Selected Advisers, L.P.
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Manager:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Allianz Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
with a copy to:
Chief Legal Officer
Allianz Investment Management LLC
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Fax: ▇▇▇.▇▇▇.▇▇▇▇
12. Amendments. This Agreement may be amended by mutual agreement in
writing, subject to approval by the Board and the Funds' shareholders
to the extent required by the 1940 Act.
13. Assignment. Subadviser shall not make an assignment of this Agreement
(as defined in the ▇▇▇▇ ▇▇▇) without the prior written consent of the
Funds and Manager. Notwithstanding the foregoing, no assignment shall
be deemed to result from any changes in the directors, officers, or
employees of Manager or Subadviser except as may be provided to the
contrary in the 1940 Act or the rules and regulations thereunder.
14. Governing Law. This Agreement, and, in the event of termination of the
Agreement, those sections that survive such termination of the
Agreement under Section 8, shall be governed by the laws of the State
of Minnesota, without giving effect to the conflicts of laws principles
thereof, or any applicable provisions of the 1940 Act. To the extent
that the laws of the State of Minnesota, or any of the provision of
this Agreement, conflict with applicable provisions of the 1940 Act,
the latter shall control.
15. Entire Agreement. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
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16. Severability. Should any part of this Agreement be held invalid by a
court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement and, in the
event of termination of the Agreement, those sections that survive such
termination of the Agreement under Section 8, shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.
17. Interpretation. Any questions of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by
reference to such term or provision in the 1940 Act and to
interpretation thereof, if any, by the federal courts or, in the
absence of any controlling decision of any such court, by rules,
regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation, or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation, or
order.
18. Headings. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
19. Authorization. Each of the parties represents and warrants that the
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action by such party and when so executed
and delivered, this Agreement will be the valid and binding obligation
of such party in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ALLIANZ INVESTMENT ▇▇▇▇▇ SELECTED ADVISERS, MANAGEMENT LLC
L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: President Title: Vice President
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
in accordance with the following schedules:
Average Daily Net Assets* Rate
First $100 million 0.45%
Next $400 million 0.40%
Thereafter 0.35%
*When average daily net assets exceed the first breakpoint, multiple rates will
apply, resulting in a blended rate, e.g. if average daily net assets are $800
million, a rate of 45 bps would apply to $100 million, a rate of 40 bps would
apply to $400 million, and a rate of 35 bps would apply to the remaining $300
million.
The rates set forth above apply to average daily net assets that are subject to
the Subadviser's investment discretion in the following fund:
AZL ▇▇▇▇▇ NY Venture Fund
Date: July 1, 2008
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