SUBADVISORY AGREEMENT
Agreement made as of the 28th day of November, 2007, by and between
Allianz Life Advisers, LLC, a Minnesota limited liability company ("Manager"),
and BlackRock Institutional Management Corporation, a Delaware corporation
("Subadviser").
WHEREAS the Allianz Variable Insurance Products Trust, a Delaware
statutory trust registered as an investment company under the Investment Company
Act of 1940, as amended (the "1940 Act"), on behalf of each of its series listed
in Schedule A (each severally, the "Fund"), has entered into an investment
management agreement with Manager (the "Management Agreement") pursuant to which
Manager provides investment advisory services to the Fund; and
WHEREAS Manager and the Fund each desire to retain Subadviser to manage
all or a part of the assets of the Fund, and Subadviser is willing to render
such investment management services in accordance with the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. SUBADVISER'S DUTIES.
(a) PORTFOLIO MANAGEMENT. Subject to supervision by Manager and
the Fund's Board of Trustees (the "Board"), Subadviser shall
manage the investment operations and the composition of that
portion of assets of the Fund which is allocated to Subadviser
from time to time by Manager (which portion may include any or
all of the Fund's assets), including the purchase, retention,
and disposition thereof, in accordance with the Fund's
investment objectives, policies, and restrictions, and subject
to the following understandings:
(i) INVESTMENT DECISIONS. Subadviser shall determine from time to
time what investments and securities will be purchased,
retained, or sold with respect to that portion of the Fund
allocated to it by Manager, and what portion of such assets
will be invested or held uninvested as cash. Subadviser is
prohibited from consulting with any other subadviser of the
Fund concerning transactions of the Fund in securities or
other assets, other than for purposes of complying with the
conditions of Rule 12d3-1(a) or (b) under the 1940 Act.
Unless Manager or the Fund gives written instructions to the
contrary, Subadviser shall vote, or abstain from voting, all
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proxies, if applicable, with respect to companies whose
securities are held in that portion of the Fund allocated to
it by Manager, using its best good faith judgment to vote, or
abstain from voting, such proxies in the manner that best
serves the interests of the Fund's shareholders. Upon 60
days' written notice to Subadviser, the Board may withdraw
the authority granted to Subadviser to vote, or abstain from
voting, such proxies pursuant to this subsection. Subadviser
shall have no responsibility or obligation hereunder for
pursuing any claim or potential claim in any litigation or
proceeding, including class action securities litigation,
affecting securities purchased, sold, or held at any time by
the Fund, including, without limitation, to file proofs of
claim or other documents related to such proceedings (the
"Litigation") or to investigate, initiate, supervise, or
monitor the Litigation involving Fund assets, and Manager
acknowledges and agrees that no such power, authority,
responsibility, or obligation is delegated hereunder;
provided, however, that Subadviser shall forward to Manager
any notice of any such potential claim it shall have received
and cooperate reasonably 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 the (A) Fund's
Prospectus and Statement of Additional Information ("SAI");
(B) instructions and directions of Manager and of the Board;
(C) requirements of the 1940 Act, the Internal Revenue Code
of 1986, as amended, as applicable to the Fund, including,
but not limited to, Section 817(h); and all other applicable
federal and state laws and regulations; (D) the procedures
and standards set forth in, or established in accordance
with, the Management Agreement to the extent communicated to
Subadviser; and (E) any policies and procedures of Subadviser
communicated to the Fund and/or Manager.
(iii)PORTFOLIO TRANSACTIONS.
(A) TRADING. With respect to the securities and other investments
to be purchased or sold for the Fund, Subadviser shall place
orders with or through such persons, brokers, dealers, or
futures commission merchants (including, but not limited to,
broker-dealers that are affiliated with Manager or
Subadviser) as may be selected by Subadviser; provided,
however, that such orders shall be consistent with the
brokerage policy set forth in the Fund's Prospectus and SAI,
or approved by the Board; conform with federal securities
laws; and be consistent with seeking best execution. Within
the framework of this policy, Subadviser may, to the extent
permitted by applicable law, consider the research or
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brokerage services, or both, provided by, and the financial
responsibility of, brokers, dealers, or futures commission
merchants who may effect, or be a party to, any such
transaction or other transactions to which Subadviser's other
clients may be a party. To the extent permitted by applicable
law or published positions of the Securities and Exchange
Commission ("SEC"), Subadviser shall not be deemed to have
acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having cause
the Fund to pay a broker, dealer or futures commission
merchant that provides brokerage and research service to
Subadviser an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another broker, dealer or futures commission merchant would
have charged for effecting that transaction if Subadviser
determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and
research services provided by such broker, dealer or futures
commission merchant, viewed in terms of either that
particular transaction or Subadviser's overall
responsibilities with respect to the Fund and to other
clients of Subadviser as to which Subadviser exercises
investment discretion.
(B) AGGREGATION OF TRADES. On occasions when Subadviser deems the
purchase or sale of a security or futures contract to be in
the best interest of the Fund as well as other clients of
Subadviser, Subadviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation
to, aggregate the securities or futures contracts to be sold
or purchased in order to seek best execution. In such event,
Subadviser will make allocation of the securities or futures
contracts so purchased or sold, as well as the expenses
incurred in the transaction, in the manner Subadviser
considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients.
Manager hereby acknowledges that such aggregation of orders
may not result in more favorable pricing or lower brokerage
commissions in all instances.
(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
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periodic and special reports as the Board or Manager may
reasonably request in writing, and (C) shall meet with any
persons at the request of Manager or the Board for the
purpose of reviewing Subadviser's performance under this
Agreement at reasonable times and upon reasonable advance
written notice.
(v) TRANSACTION REPORTS. On each business day Subadviser shall
provide to the Fund's custodian and the Fund's administrator
information relating to all transactions concerning the
Fund's assets and shall provide Manager with such information
upon Manager's request.
(b) COMPLIANCE PROGRAM AND ONGOING CERTIFICATION(S). Upon
Manager's request, Subadviser shall timely provide to Manager
(i) information and commentary for the Fund's annual and
semi-annual reports, in a format approved by Manager, and
shall (A) certify that such information and commentary
discuss the factors that materially affected the performance
of the portion of the Fund allocated to Subadviser under this
Agreement, including the relevant market conditions and the
investment techniques and strategies used, and do not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the information and
commentary not misleading, and (B) provide additional
certifications related to Subadviser's management of the Fund
in order to support the Fund's filings on Form N-CSR and Form
N-Q, and the Fund's Principal Executive Officer's and
Principal Financial Officer's certifications under Rule 30a-2
under the 1940 Act, thereon; (ii) a quarterly
sub-certification with respect to compliance matters related
to Subadviser and the Subadviser's management of the Fund, in
a form reasonably requested by Manager, as it may be amended
from time to time; (iii) a quarterly 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
form reasonably requested by Manager; and (iv) such other
information or certifications requested by the Fund's Chief
Compliance Officer as shall be reasonably requested.
(c) MAINTENANCE OF RECORDS. Subadviser shall timely furnish to
Manager all information relating to Subadviser's services
hereunder which are needed by Manager to maintain the books
and records of the Fund required under the 1940 Act.
Subadviser shall maintain for the Fund the records required
by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f)
of Rule 31a-1 under the 1940 Act and any additional records
as agreed upon by Subadviser and Manager. Subadviser agrees
that all records that it maintains for the Fund are the
property of the Fund and Subadviser will surrender promptly
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to the Fund any of such records upon the Fund's request;
provided, however, that Subadviser may retain a copy of such
records. Subadviser further agrees to preserve for the
periods prescribed under the 1940 Act any such records as are
required to be maintained by it pursuant to Section 1(a)
hereof.
(d) FIDELITY BOND AND CODE OF ETHICS. Subadviser will provide the
Fund with periodic written certifications that, with respect
to its activities on behalf of the Fund, Subadviser maintains
(i) adequate fidelity bond insurance and (ii) an appropriate
Code of Ethics and related reporting procedures.
(e) CONFIDENTIALITY. Subadviser agrees that it shall exercise the
same standard of care that it uses to protect its own
confidential and proprietary information, but no less than
reasonable care, to protect the confidentiality of the
Portfolio Information. As used herein "Portfolio Information"
means confidential and proprietary information of the Fund or
Manager that is received by Subadviser in connection with
this Agreement, including information with regard to the
portfolio holdings and characteristics of the portion of the
Fund allocated to Subadviser that Subadviser manages under
the terms of this Agreement. Subadviser will restrict access
to the Portfolio Information to those employees of Subadviser
who will use it only for the purpose of managing its portion
of the Fund. The foregoing shall not prevent Subadviser from
disclosing Portfolio Information that is (1) publicly known
or becomes publicly known through no unauthorized act, (2)
rightfully received from a third party without obligation of
confidentiality, (3) approved in writing by Manager for
disclosure, or (4) required to be disclosed pursuant to a
requirement of a governmental agency, 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 Fund that are not allocated by it to the portfolio
management of Subadviser as provided in Section 1(a) hereof or to any
other subadviser. Manager will periodically provide to Subadviser a
list of the affiliates of Manager or the Fund (other than affiliates of
Subadviser) to which investment restrictions apply, and will
specifically identify in writing (a) all publicly traded companies in
which the Fund may not invest, together with ticker symbols for all
such companies (Subadviser will assume that any company name not
accompanied by a ticker symbol is not a publicly traded company), and
(b) any affiliated brokers and any restrictions that apply to the use
of those brokers by the Fund.
3. DOCUMENTS PROVIDED TO SUBADVISER. Manager has delivered or will deliver
to Subadviser current copies and supplements thereto of the Fund's
Prospectus and SAI, policies, and procedures, and will promptly deliver
to it all future amendments and supplements, if any.
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4. COMPENSATION OF SUBADVISER. Subadviser will bear all expenses in
connection with the performance of its services under this Agreement,
which expenses shall not include brokerage fees or commissions in
connection with the effectuation of securities transactions for the
Fund. For the services provided and the expenses assumed pursuant to
this Agreement, Manager will pay to Subadviser, effective from the date
of this Agreement, a fee which shall be accrued daily and paid monthly,
on or before the last business day of the next succeeding calendar
month, based on the Fund's assets allocated to Subadviser under this
Agreement at the annual rates as a percentage of such average daily net
assets set forth in the attached Schedule A, which Schedule may be
modified from time to time upon mutual written agreement of the parties
to reflect changes in annual rates, subject to any approvals required
by the 0000 Xxx. For the purpose of determining fees payable to the
Subadviser, the value of the Fund's average daily assets allocated to
Subadviser under this Agreement shall be computed at the times and in
the manner specified in the Fund's Prospectus or Statement of
Additional Information as from time to time in effect. If this
Agreement becomes effective or terminates before the end of any month,
the fee for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion that such
partial month bears to the full month in which such effectiveness or
termination occurs.
5. REPRESENTATIONS OF SUBADVISER. Subadviser represents and warrants as
follows:
(a) Subadviser (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii)
has appointed a Chief Compliance Officer under Rule 206(4)-7
under the Advisers Act; (iv) has adopted written policies and
procedures that are reasonably designed to prevent violations
of the Advisers Act and the 1940 Act from occurring, detect
violations that have occurred, and correct promptly any
violations that have occurred, and will provide promptly
notice of any material violations relating to the Fund to
Manager; (v) has met and will seek to continue to meet for so
long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
agency; (vi) has the authority to enter into and perform the
services contemplated by this Agreement; and (vii) will
immediately notify Manager and the Fund of the occurrence of
any event that would disqualify Subadviser from serving as an
investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or in the event that Subadviser
or any of its affiliates becomes aware that it is the subject
of an administrative proceeding or enforcement action by the
SEC or other regulatory authority. Subadviser further agrees
to notify Manager and the Fund immediately of any material
fact known to Subadviser concerning Subadviser that is not
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contained in the Fund's registration statement, or any
amendment or supplement thereto, but that is required to be
disclosed therein, and of any statement contained therein
that becomes untrue in any material respect.
(b) Subadviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and
has provided 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 at least 48 hours prior to the execution of this
Agreement, which as of the date of this Agreement is its Form
ADV Part II as most recently deemed to be filed with the SEC,
and promptly will furnish a copy of all amendments thereto to
Manager.
(d) Subadviser will promptly notify Manager of any changes in its
controlling shareholders or in the key personnel who are
either the portfolio manager(s) responsible for the Fund or
the Subadviser's Chief Executive Officer or President, or if
there is otherwise a change in control or management of
Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates
will in any way refer directly or indirectly to its
relationship with the Fund or Manager, or any of their
respective affiliates in offering, marketing, or other
promotional materials without the prior written consent of
Manager, which consent shall not be unreasonably withheld.
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
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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, directors, or employees liable for any loss
sustained by the Fund or its officers, directors, or
shareholders, Manager, or any other person on account of the
services which Subadviser may render or fail to render under
this Agreement; provided, however, that nothing herein shall
protect Subadviser against liability to the Fund or its
officers, directors, shareholders, Manager, or any other
person to which Subadviser would otherwise be subject, by
reason of its willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties under
this Agreement. Nothing in this Agreement shall protect
Subadviser from any liabilities that it may have under the
Securities Act of 1933, as amended, (the "1933 Act"), the
1940 Act, or the Advisers Act. Subadviser does not warrant
that the portion of the assets of the Fund managed by
Subadviser will achieve any particular rate of return or that
its performance will match that of any benchmark index or
other standard or objective.
(b) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Subadviser, any of its
affiliates, and any of the officers, directors, employees,
consultants, or agents thereof shall not be liable for any
losses, claims, damages, liabilities, or litigation
(including legal and other expenses) incurred or suffered by
the Fund, Manager, or any affiliated persons thereof (within
the meaning of Section 2(a)(3) of the 0000 Xxx) or
controlling persons thereof (as described in Section 15 of
the 1933 Act) (collectively, "Fund and Manager Indemnitees")
as a result of any error of judgment or mistake of law by
Subadviser with respect to the Fund, except that nothing in
this Agreement shall operate or purport to operate in any way
to exculpate, waive, or limit the liability of Subadviser
for, and Subadviser shall indemnify and hold harmless the
Fund and Manager Indemnitees against, any and all losses,
claims, damages, liabilities, or litigation (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,
8
or gross negligence of Subadviser in the performance of any
of its duties or obligations hereunder; (ii) any untrue
statement of a material fact regarding the Subadviser
contained in the Prospectus and SAI, proxy materials,
reports, advertisements, sales literature, or other materials
pertaining to the Fund or the omission to state therein a
material fact regarding the Subadviser which was required to
be stated therein or necessary to make the statements therein
not misleading, if such statement or omission was made in
reliance upon written information furnished to Manager or the
Fund by the Subadviser Indemnitees (as defined below) for use
therein; or (iii) any violation of federal or state statutes
or regulations by Subadviser. It is further understood and
agreed that Subadviser may rely upon information furnished to
it by Manager that it reasonably believes to be accurate and
reliable.
(c) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Manager and the Fund shall not
be liable for any losses, claims, damages, liabilities, or
litigation (including legal and other expenses) incurred or
suffered by Subadviser or any of its affiliated persons
thereof (within the meaning of Section 2(a)(3) of the 0000
Xxx) or controlling persons (as described in Section 15 of
the 1933 Act) (collectively, "Subadviser Indemnitees") as a
result of any error of judgment or mistake of law by Manager
with respect to the Fund, except that nothing in this
Agreement shall operate or purport to operate in any way to
exculpate, waive, or limit the liability of Manager for, and
Manager shall indemnify and hold harmless the Subadviser
Indemnitees against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and
other expenses) to which any of the Subadviser Indemnitees
may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, or under any other statute, at common law, or
otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard, or gross
negligence of Manager in the performance of any of its duties
or obligations hereunder; (ii) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or
other materials pertaining to the Fund or the omission to
state therein a material fact which was required to be stated
therein or necessary to make the statements therein not
misleading, unless such statement or omission concerned
Subadviser and was made in reliance upon written information
furnished to Manager or the Fund by a Subadviser Indemnitee
for use therein, or (iii) any violation of federal or state
statutes or regulations by Manager or the Fund. It is further
understood and agreed that Manager may rely upon information
furnished to it by Subadviser that it reasonably believes to
be accurate and reliable.
(d) After receipt by Manager, the Fund, or Subadviser, their
affiliates, or any officer, director, employee, or agent of
any of the foregoing, entitled to indemnification as stated
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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 (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
0000 Xxx) of any such party, and (ii) by the Board or by a
vote of the holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund.
(b) Notwithstanding the foregoing, this Agreement may be
terminated at any time, without the payment of any penalty,
by the Board or by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Fund on
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60 days' written notice to Subadviser. This Agreement may
also be terminated, without the payment of any penalty, by
Manager (i) upon 60 days' (or such shorter period as Manager
and Subadviser shall agree) written notice to Subadviser;
(ii) upon material breach by Subadviser of any
representations and warranties set forth in this Agreement,
if such breach has not been cured within 20 days after
written notice of such breach; or (iii) immediately if, in
the reasonable judgment of Manager, Subadviser becomes unable
to discharge its duties and obligations under this Agreement,
including circumstances such as the insolvency of Subadviser
or other circumstances that could adversely affect the Fund.
Subadviser may terminate this Agreement at any time, without
payment of any penalty, (1) upon 60 days' (or such shorter
period as Manager and Subadviser shall agree) 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 0000 Xxx) or upon the termination of the Management
Agreement.
(c) In the event of termination of the Agreement, those sections
of the Agreement which govern conduct of the parties' future
interactions with respect to the Subadviser having provided
investment management services to the Fund for the duration
of the Agreement, including, but not limited to, Sections
1(a)(iv)(A), 1(e), 7, 14, 16, and 17, shall survive such
termination of the Agreement.
9. SUBADVISER'S SERVICES ARE NOT EXCLUSIVE. Nothing in this Agreement
shall limit or restrict the right of Subadviser or any of its
directors, 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 "BlackRock" is the property of Subadviser for
copyright and other purposes. Subadviser agrees that, for so
long as Subadviser is the Fund's sole subadviser, the name
"BlackRock" may be used in the name of the Fund and that such
use of the name "BlackRock" 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 Fund or the public, which refer to
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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. Such material
may be furnished to Subadviser hereunder by overnight
delivery or electronic transmission. 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:
Xxxxxxx Xxxxxxx
BlackRock, Inc.
0000 Xxxx 0xx Xxxxx
Xxxxxx, XX 00000
303.344.5444
with a copy to:
Xxxxx Xxxxxxx
BlackRock, Inc.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
609.282.2382
Manager:
Xxxxxxx X. Xxxxxx, President
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Fax: 000.000.0000
with a copy to:
Chief Legal Officer
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Tel: 000.000.0000
Fax: 000.000.0000
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12. AMENDMENTS. This Agreement, or any portion hereof, may be amended by
mutual agreement in writing, subject to approval by the Board and the
Fund's shareholders to the extent required by the 1940 Act.
13. ASSIGNMENT. Subadviser shall not make an assignment of this Agreement
(as defined in the 0000 Xxx) without the prior written consent of the
Fund and Manager. Notwithstanding the foregoing, no assignment shall be
deemed to result from any changes in the directors, officers, or
employees of Manager or Subadviser except as may be provided to the
contrary in the 1940 Act or the rules and regulations thereunder.
14. GOVERNING LAW. This Agreement, and, in the event of termination of the
Agreement, those sections that survive such termination of the
Agreement under Section 8, shall be governed by the laws of the State
of Minnesota, without giving effect to the conflicts of laws principles
thereof, or any applicable provisions of the 1940 Act. To the extent
that the laws of the State of Minnesota, or any of the provision of
this Agreement, conflict with applicable provisions of the 1940 Act,
the latter shall control.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
16. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement and, in the
event of termination of the Agreement, those sections that survive such
termination of the Agreement under Section 8, shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.
17. INTERPRETATION. Any questions of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by
reference to such term or provision in the 1940 Act and to
interpretation thereof, if any, by the federal courts or, in the
absence of any controlling decision of any such court, by rules,
regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation, or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation, or
order.
18. HEADINGS. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
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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 LIFE ADVISERS, LLC BLACKROCK INSTITUTIONAL MANAGEMENT CORPORATION
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Vice President Title: Managing Director
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
in accordance with the following schedule:
AVERAGE DAILY NET ASSETS* RATE
First $500 million 0.09%
Next $500 million 0.07%
Thereafter 0.06%
*When average daily net assets exceed the first breakpoint, multiple rates will
apply, resulting in a blended rate. For example, if average daily net assets are
$1.2 billion, a rate of 9 bps would apply to $500 million, a rate of 7 bps would
apply to $500 million, and a rate of 6 bps would apply to the remaining $200
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 Money Market Fund
Date: November 28, 2007
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