USALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF
FUNDS TRUST
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made the 2nd day of December 2004, by
and between USAllianz Advisers, LLC (the Manager) and
USAllianz Variable Insurance Products Fund of Funds Trust (the
Trust).
WHEREAS, the Trust is a Delaware business trust of the
series type organized under an Agreement and Declaration of Trust
dated June 14, 2004 (the Declaration) and is registered under the
Investment Company Act of 1940, as amended (the 1940 Act),
as an open-end, management series-type investment company.
WHEREAS, the Trust and Manager wish to enter into an
Agreement setting forth the terms on which the Manager will
perform certain services to the Trust with respect to each of its
present and future series (each singly a Fund or collectively the
Funds), unless otherwise specifically indicated by the Trust.
NOW, THEREFORE, in consideration of the promises and
mutual agreements hereinafter contained, the Trust and the
Manager agree as follows:
1. Appointment. The Trust hereby appoints the Manager to
act as investment manager for the Funds for the periods and on the
terms set forth in this Agreement. The Manager accepts such
appointment and agrees to furnish the services herein set forth, for
the compensation herein provided.
2. Investment Advisory Duties. Subject to the supervision
of the Trustees of the Trust, the Manager will have the sole and
exclusive responsibility for providing, or arranging for others to
provide, (a) the management for the Funds assets in accordance
with each Funds investment objectives, policies and limitations as
stated in its prospectus and statement of additional information
included as part of the Trusts registration statement filed with the
Securities and Exchange Commission (SEC), as they may be
amended from time to time, copies of which shall be provided to
the Manager by the Trust; and (b) the placement of orders to
purchase and sell securities for the Funds. The Manager, subject to
approval in each case by the Trustees of the Trust, shall be
authorized to retain one or more subadvisers (the Portfolio
Managers) for each of the Funds, and to direct that such Portfolio
Managers shall exercise full discretion in furnishing investment
advice to the Funds and arranging for the execution of portfolio
transactions for the Funds, subject only to general oversight by the
Manager and the Board of Trustees of the Trust. The Manager
shall be responsible for monitoring, or arranging for others to
monitor, compliance by the Portfolio Managers with the
investment policies and restrictions of the respective Funds and
with such other limitations or directions as the Board of Trustees
of the Trust may from time to time prescribe. The Manager shall
report to the Board of Trustees of the Trust regularly at such times
and in such detail as the Board may from time to time determine to
be appropriate.
The Manager further agrees that, in performing its duties
hereunder, it will directly, or assure that the Portfolio Managers
will:
(a) Comply with the 1940 Act and all rules and regulations
thereunder, the Investment Advisers Act of 1940, as amended (the
Advisers Act), the Internal Revenue Code (the Code) and all
other applicable federal and state laws and regulations, and with
any applicable procedures adopted by the Trustees;
(b) Use reasonable efforts to manage the Funds so that they
will each qualify, and continue to qualify, as regulated investment
companies under Subchapter M of the Code and regulations issued
thereunder;
(c) Place orders for the investments of the Funds directly
with the issuer, or with any broker or dealer, in accordance with
applicable policies expressed in the prospectus and/or statement of
additional information with respect to each Fund and in accordance
with applicable legal requirements. Specifically, in executing
portfolio transactions and selecting broker-dealers, the Manager
will use its best efforts to seek best execution on behalf of each
Fund. In assessing the best execution available for any transaction,
the Manager shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker-
dealer, the reasonableness of the commission, if any (all for the
specific transaction and on a continuing basis). In evaluating the
best execution available, and in selecting the broker-dealer to
execute a particular transaction, the Manager may also consider the
brokerage and research services (as those terms are used in Section
28(e) of the Securities Exchange Act of 1934) provided to a Fund
and/or other accounts over which the Manager or an affiliate of the
Manager exercises investment discretion. The Manager is
authorized to pay a broker-dealer who provides such brokerage and
research services a commission for executing a portfolio
transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for
effecting that transaction, if, but only if, the Manager determines in
good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such
broker-dealer viewed in terms of that particular transaction or in
terms of all of the accounts over which investment discretion is so
exercised;
(d) Furnish to the Trust whatever statistical information the
Trust may reasonably request with respect to the Funds assets or
contemplated investments; keep the Trust and the Trustees
informed of developments materially affecting the Funds
portfolios; and, on the Managers or Portfolio Managers own
initiative, furnish to the Trust from time to time whatever
information the Manager or Portfolio Manager believes
appropriate for this purpose;
(e) Make available to the Trusts administrator (the
Administrator), and the Trust, promptly upon their request, such
copies of its investment records and ledgers with respect to the
Funds as may be required to assist the Administrator and the Trust
in their compliance with applicable laws and regulations. The
Manager will furnish the Trustees with such periodic and special
reports regarding the Funds as they may reasonably request;
(f) Immediately notify the Trust in the event that the
Manager or any of its affiliates: (1) becomes aware that it is subject
to a statutory disqualification that prevents the Manager from
serving as investment manager pursuant to this Agreement; or (2)
becomes aware that it is the subject of an administrative
proceeding or enforcement action by the SEC or other regulatory
authority. The Manager further agrees to notify the Trust
immediately of any material fact known to the Manager respecting
or relating to the Manager that is not contained in the Trusts
registration statement regarding the Funds, or any amendment or
supplement thereto, but that is required to be disclosed therein, and
of any statement contained therein that becomes untrue in any
material respect;
(g) In making investment decisions with respect to the
Funds, use no inside information that may be in its possession or in
the possession of any of its affiliates, nor will the Manager seek to
obtain any such information.
3. Allocation of Charges and Expenses. Except as
otherwise specifically provided in this Section 3, the Manager shall
pay the compensation and expenses of all its directors, officers and
employees who serve as Trustees, officers and executive
employees of the Trust (including the Trusts share of payroll
taxes) and shall pay all fees payable pursuant to portfolio
management agreements with any Portfolio Managers it may
retain. The Manager shall make available, without expense to the
Funds, the services of its directors, officers and employees who
may be duly elected officers or Trustees of the Trust, subject to
their individual consent to serve and to any limitation imposed by
law.
The Manager shall not be required to pay any expenses of
the Trust or the Funds other than those specifically allocated to the
Manager in this Section 3. In particular, but without limiting the
generality of the foregoing, the Manager shall not be responsible,
except to the extent of the reasonable compensation of such of the
Trusts employees as are officers or employees of the Manager
whose services may be involved for the following expenses of the
Trust or of the Funds: organization and offering expenses of the
Trust and the Funds (including out-of-pocket expenses, but not
including the Managers overhead and employee costs); fees
payable to the Manager; legal expenses; auditing and accounting
expenses; interest expenses; telephone, telex, facsimile, postage
and other communications expenses; taxes and governmental fees;
fees, dues and expenses incurred by or with respect to the Trust or
the Funds in connection with membership in investment company
trade organizations; costs of insurance; fees and expenses of the
Trusts Administer or of any custodian, subcustodian, transfer
agent, registrar, or dividend disbursing agent of the Trust or the
Funds; payments for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists, if any;
other expenses in connection with the issuance, offering,
distribution, redemption or sale of securities issued by the Funds;
expenses relating to investor and public relations; expenses of
registering and qualifying shares of the Funds for sale; freight,
insurance and other charges in connection with the shipment of the
Funds portfolio securities; brokerage commissions or other costs
of acquiring or disposing of any portfolio securities or other assets
of the Funds, or of entering into other transactions or engaging in
any investment practices with respect to the Funds; expenses of
printing and distributing prospectuses, statements of additional
information, reports, notices and dividends to shareholders; costs
of preparing, printing and filing documents with regulatory
agencies; costs of stationery and other office supplies; any
litigation or other extraordinary expenses; costs of shareholders;
and other meetings; the compensation and all expenses
(specifically including travel expenses relating to the business of
the Trust or a Fund) of officers, Trustees and employees of the
Trust who are not interested persons of the Manager; and travel
expenses (or an appropriate portion thereof) of officers or Trustees
of the Trust who are officers, directors or employees of the
Manager to the extent that such expenses relate to attendance at
meetings of the Board of Trustees of the Trust, or any committees
thereof or advisory group thereto or other business of the Trust or
the Funds.
4. Compensation. As compensation for the services
provided and expenses assumed by the Manager under this
Agreement, the Trust will arrange for the Funds to pay the
Manager at the end of each day or calendar month, as the Manager
may from time to time specify, an investment advisory fee
computed daily at an annual rate equal to the percentage of each
Funds average daily net assets specified in Schedule A hereto.
The average daily net assets of a Fund shall mean the average of
the values placed on the Funds net assets as of the time at which,
and on such days as, a Fund lawfully determines the value of its
net assets in accordance with the prospectus or otherwise. The
value of net assets of the Fund shall always be determined pursuant
to the applicable provisions of the Declaration and the registration
statement. If, pursuant to such provisions, the determination of net
asset value for a Fund is suspended for any particular business day,
then for the purposes of this Section 4, the value of the net assets
of the Fund as last determined shall be deemed to be the value of
its net assets as of the close of the New York Stock Exchange, or
as of such other time as the value of the net assets of the Funds
portfolio may lawfully be determined on that day. If the
determination of the net asset value of the shares of a Fund has
been so suspended for a period including any month end when the
Managers compensation is payable pursuant to this Section, then
the Managers compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the
Fund as last determined (whether during or prior to such month). If
a Fund determines the value of the net assets of its portfolio more
than once on any day, then the last such determination thereof on
that day shall be deemed to be the sole determination thereof on
that day for the purposes of this Section 4. The Manager may from
time to time and for such periods as it deems appropriate reduce its
compensation (and, if appropriate, assume expenses of one or more
of the Funds) to the extent that any Funds expenses exceed such
lower expense limitation as the Adviser may, by notice to the
Trust, voluntarily declare to be effective.
5. Books and Records. The Manager agrees to
maintain such books and records with respect to its services to the
Trust and the Funds as are required by Section 31 under the 1940
Act, and rules adopted thereunder, and by other applicable legal
provisions, and to preserve such records for the periods and in the
manner required by that Section, and those rules and legal
provisions. The Manager also agrees that records it maintains and
preserves pursuant to Rules 31a-1 and 31a-2 under the 1940 Act
and otherwise in connection with its services hereunder are the
property of the Trust and will be surrendered promptly to the Trust
upon its request. The Manager further agrees that it will furnish to
regulatory authorities having the requisite authority any
information or reports in connection with its services hereunder
which may be requested in order to determine whether the
operations of the Trust and the Funds are being conducted in
accordance with applicable laws and regulations.
6. Standard of Care and Limitation of Liability. The
Manager shall exercise its best judgment in rendering the services
provided by it under this Agreement. The Manager shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or a Fund or the holders of a Funds shares in
connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to protect
or purport to protect the Manager against any liability to the Trust,
a Fund or to holders of a Funds shares to which the Manager
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties
or by reason of the Managers reckless disregard of its obligations
and duties under this Agreement. As used in this Section 6, the
term Manager shall include any officers, directors, employees or
other affiliates of the Manager performing services with respect to
the Trust or a Fund.
7. Services Not Exclusive. It is understood that the
services of the Manager are not exclusive, and that nothing in this
Agreement shall prevent the Manager from providing similar
services to other investment companies or to other series of
investment companies (whether or not their investment objectives
and policies are similar to those of a Fund) or from engaging in
other activities, provided such other services and activities do not,
during the term of this Agreement, interfere in a material manner
with the Managers ability to meet its obligations to the Trust and
the Funds hereunder. When the Manager recommends the purchase
or sale of a security for other investment companies and other
clients, and at the same time the Manager recommends the
purchase or sale of the same security for a Fund, it is understood
that in light of its fiduciary duty to the Fund, such transactions will
be executed on a basis that is fair and equitable to the Fund. In
connection with purchases or sales of portfolio securities for the
account of a Fund, neither the Manager nor any of its directors,
officers or employees shall act as a principal or agent or receive
any commission except as permitted under applicable law. If the
Manager provides any advice to its clients concerning the shares of
the Funds, the Manager shall act solely as investment counsel for
such clients and not in any way on behalf of the Trust or a Fund.
8. Duration and Termination. This Agreement shall
continue in effect for two years from the date set forth above and
thereafter shall continue automatically, with respect to all or fewer
than all the Funds, as applicable, for successive annual periods,
provided such continuance is specifically approved at least
annually by (i) the Trustees or, (ii) with respect to each Fund, by
vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the Funds
outstanding voting securities (as defined in the 1940 Act), provided
that in either event the continuance is also approved by a majority
of the Trustees who are not parties to this Agreement or interested
persons (as defined in the ▇▇▇▇ ▇▇▇) of any party to this
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated: (a) at any time
without penalty by the Trust or a Fund upon the vote of a majority
of the Trustees (with respect to the Trust or a Fund) or, with
respect to a Fund, by vote of the majority of the Funds
outstanding voting securities, upon sixty (60) days written notice
to the Manager or (b) by the Manager at any time without penalty,
upon sixty (60) days written notice to the Trust. This Agreement
will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
9. Amendments. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by
an instrument in writing, signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
with respect to a Fund until approved by an affirmative vote of (i)
a majority of the outstanding voting securities of the Fund, and (ii)
a majority of the Trustees, including a majority of Trustees who
are not interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
10. Proxies. Unless the Trust gives written instructions
to the contrary, the Manager shall vote all proxies solicited by or
with respect to the issuers of securities in which assets of the Funds
may be invested, provided, that the Manager may delegate this
responsibility with respect to one or more Funds to Portfolio
Managers pursuant to a portfolio management agreement. The
Manager (or Portfolio Manager) shall use its best good faith
judgment to vote such proxies in a manner which best serves the
interests of the particular Funds shareholders.
11. Name Reservation. The Trust acknowledges and
agrees that the Manager and its affiliates have property rights
relating to the use of the term USAllianz Variable Insurance
Products Fund of Funds Trust and has permitted the use of such
term by the Trust and its Funds. The Trust agrees that: (i) it will
use the term USAllianz Variable Insurance Products Fund of
Funds Trust only as a component of the names of the Trust and
the Funds and for no other purposes; (ii) it will not purport to grant
to any third party any rights in such term; (iii) at the request of the
Manager the Trust will take such action as may be required to
provide its consent to use of the term by the Manager, or any
affiliate of the Manager to whom the right to use the term as all or
a portion of a corporate or business name or for any commercial
purpose, including a grant of such right to any other investment
company. Upon termination of this Agreement, as to the Trust or
any Fund, the Trust shall, upon request of the Manager, cease to
use the term USAllianz Variable Insurance Products Fund of
Funds Trust as part of the name of the Trust and its Funds, or an
any Fund as to which the Agreement is terminated, as applicable.
In the event of any such request by the Manager that use of the
term USAllianz Variable Insurance Products Fund of Funds
Trust shall cease, the Trust shall cause its officers, Trustees and
shareholders to take any and all such actions which the Manager
may request to effect such request and to reconvey to the Manager
any and all rights to the term USAllianz Variable Insurance
Products Fund of Funds Trust.
12. Miscellaneous.
a. This Agreement shall be governed by the laws of
the State of Minnesota, provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act, the Advisers
Act, or rules or orders of the SEC thereunder.
b. The captions of this Agreement are included for
convenience only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
c. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected hereby and, to
this extent, the provisions of this Agreement shall be deemed to be
severable.
d. Nothing herein shall be construed as constituting
the Manager as an agent of the Trust or any Fund.
IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be executed by their officers designated below as
of the date first set forth above.
USALLIANZ VARIABLE
INSURANCE
PRODUCTS FUND OF
FUNDS TRUST
Signature: _/s/ ▇▇▇▇▇▇▇
Kletti_________________
Title:___________________
_________________
USALLIANZ ADVISERS,
LLC
Signature: _/s/ ▇▇▇▇▇▇▇
Kletti_________________
Title:___________________
__________________
REVISED SCHEDULE A
To the Investment Management Agreement, dated December 2,
2004, by and between Allianz Life Advisers, LLC (now Allianz
Investment Management LLC) and Allianz Variable Insurance
Products Fund of Funds Trust.
Fees payable to the Manager pursuant to Section 4 hereof shall be
at the following annual rates for each Fund:
AZL Balanced Index Strategy Fund 0.05%
AZL DFA Multi-Strategy Fund 0.05%
AZL MVP Balanced Index Strategy Fund 0.10%
AZL MVP BlackRock Global Strategy Plus Fund 0.10%
AZL MVP DFA Multi-Strategy Fund 0.20%*
AZL MVP Fusion Dynamic Balanced Fund 0.20%
AZL MVP Fusion Dynamic Conservative Fund 0.20%
AZL MVP Fusion Dynamic Moderate Fund 0.20%
AZL MVP Growth Index Strategy Fund 0.10%
AZL MVP Moderate Index Strategy Fund 0.10%
AZL MVP Pyramis Multi-Strategy Fund 0.10%
AZL MVP ▇. ▇▇▇▇ Price Capital Appreciation Plus Fund 0.10%
The management fee shall be accrued and paid to the Manager
pursuant to Section 4 of the Investment Management Agreement.
Acknowledged:
Allianz Variable Insurance Products Fund of Funds Trust
By: _/s/ ▇▇▇▇▇▇▇ Tanski_________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President, Operations
Allianz Investment Management LLC
By: _/s/ ▇▇▇▇▇ Muench__________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
*The annual rate for AZL MVP DFA Multi-Strategy Fund is temporarily
reduced to 0.10%, through at least April 30, 2018. The reduced rate may not be
increased or terminated after April 30, 2018.
Updated 11/01/2016
REVISED ATTACHMENT 1
To Revised Schedule A of the Investment Management
Agreement, dated December 2, 2004, by and between USAllianz
Advisers, LLC (now Allianz Investment Management LLC) and
USAllianz Variable Insurance Products Fund of Funds Trust (now
Allianz Variable Insurance Products Fund of Funds Trust).
Effective May 1, 2013, Attachment 1, to the Revised Schedule A,
is rescinded
Acknowledged:
Allianz Variable Insurance Products Fund of Funds Trust
By: _/s/ ▇▇▇▇▇ Egbert__________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President, Investments
Allianz Investment Management LLC
By: _/s/ ▇▇▇▇▇ Muench__________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Updated: 10/14/2016
2