SUBADVISORY AGREEMENT
Agreement made as of the 24th day of August, 2006, by and between
Allianz Life Advisers, LLC, a Minnesota limited liability company ("Manager"),
and Xxxxxxxxxxx Capital LLC, a Delaware limited liability company
("Subadviser").
WHEREAS each of the funds listed in Schedule A (each, a "Fund" and
collectively, the "Funds") is a series of Allianz Variable Insurance Trust (the
"Trust"), 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 Trust 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 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 and the composition of that portion of
the assets 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 each 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
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) 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 may effect, or be a
party to, any such transaction or other transactions to
which Subadviser's other clients may be a party.
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(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 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
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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. With
respect to the portion of each of the Funds allocated to
Subadviser under this Agreement, Subadviser shall maintain on
behalf of 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 on behalf of the Funds 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.
(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 the Portfolio Information to those employees of Subadviser
who will use it only for the purpose of managing its portion
of 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 of
Subadviser, (2) received from a third party with reasonable
belief by Subadviser that such Portfolio Information is
without obligation of confidentiality, (3) approved in writing
by Manager for disclosure, or (4) required to be disclosed
pursuant to a requirement of a governmental agency or law so
long as Subadviser provides Manager with prompt written notice
of such requirement prior to any such disclosure.
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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 may reasonably 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 0000 Xxx. For the purpose of determining fees payable to
the Subadviser, the value of each Fund's average daily assets allocated to
Subadviser under this Agreement shall be computed at the times and in the
manner specified in each 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
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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 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) is operating under a
temporary order from the Securities and Exchange Commission
(the "SEC") under Section 9(c) from the provisions of Section
9(a) of the 1940 Act and 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 SEC,
and promptly will furnish a copy of all amendments thereto to
Manager.
(d) Subadviser will promptly notify Manager of any changes in its
sole member 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.
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(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, 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) is operating under a temporary
order from the Securities and Exchange Commission (the "SEC")
under Section 9(c) from the provisions of Section 9(a) of the
1940 Act and 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 negligence in the
performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
Nothing in this Agreement shall protect Subadviser from any
liabilities that it may have under the Securities Act of 1933,
as amended, (the "1933 Act") or the 1940 Act. Subadviser does
not warrant that the portion of the assets of the 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.
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(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 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 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 material violation of applicable federal or state
statutes or regulations by Subadviser. It is further
understood and agreed that Subadviser may rely upon
information furnished to it by Manager that it reasonably
believes to be accurate and reliable. The federal securities
laws impose liabilities in certain circumstances on persons
who act in good faith, and therefore nothing herein shall in
any way constitute a waiver of limitation of any rights that
Manager may have under any securities laws.
(c) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Manager and the 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 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 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
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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 material violation of
applicable 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
(a) or (b) above ("Indemnified Party") of notice of the
commencement of any action, if a claim in respect thereof is
to be made against any person obligated to provide
indemnification under this section ("Indemnifying Party"),
such Indemnified Party shall notify the Indemnifying Party in
writing of the commencement thereof as soon as practicable
after the summons or other first written notification giving
information about the nature of the claim that has been served
upon the Indemnified Party; provided that the failure to so
notify the Indemnifying Party will not relieve the
Indemnifying Party from any liability under this section,
except to the extent that such Indemnifying Party is damaged
as a result of the failure to give such notice. The
Indemnifying Party, upon the request of the Indemnified Party,
shall retain counsel of its choosing 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
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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 with respect to the AZL OCC
Opportunity Fund only, for a period of more than two years
from the date written above, and with respect to both the AZL
OCC Renaissance Fund and the AZL OCC Value Fund, for a period
of more than one year from December 15, 2005, in each case
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 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 0000 Xxx) 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 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 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.
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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 names "Xxxxxxxxxxx Capital" and "OCC" are the property of
Subadviser for copyright and other purposes. Subadviser agrees
that, for so long as Subadviser is the Funds' sole subadviser,
the name "OCC" may be used in the names of the Funds and that
such use of the name "OCC" may include use of the name in
prospectuses, reports, and sales materials. Manager
acknowledges that Subadviser may seek to replace "OCC" with
"OpCap" in the names of the Funds in the future. Manager
agrees to such change if and when proposed by Subadviser and
will cooperate in effecting the name change in a timely manner
if Subadviser proposes such change.
(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.
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Subadviser:
Xxxxx Xxxxxxxx, CEO
Xxxxxxxxxxx Capital LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
with a copy to:
Allianz Global Investors of America L.P.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Chief Legal Officer, U.S. Retail
Tel: 000-000-0000
Fax: 000-000-0000
Manager:
Xxxxxxx X. Xxxxxx, President
Allianz Life Advisers, LLC
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
with a copy to:
H. Xxxxx xxx Xxxxx, Chief Legal Officer Allianz Life
Advisers, LLC 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxxx, XX
00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
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 0000 Xxx) 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.
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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.
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.
20. Entire Agreement. This Agreement constitutes the entire agreement between
the parties concerning the services contemplated hereunder and supercedes
any prior oral or written agreements with respect to such services. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected hereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
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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 XXXXXXXXXXX CAPITAL LLC
By: /s/ Xxxxxxx Xxxxxx _ By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxx
Title: President Title: CLO
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SCHEDULE A
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
in accordance with the following schedules:
Fund Rate Average Daily Net Assets*
------ ---- -------------------------
AZL OCC Opportunity Fund 0.60% First $50 million
0.55% Next $200 million
0.50% Thereafter
AZL OCC Renaissance Fund 0.50% First $250 million
0.45% Next $250 million
0.40% Next $250 million
0.35% Thereafter
AZL OCC Value Fund 0.50% First $250 million
0.45% Next $250 million
0.40% Next $250 million
0.35% Thereafter
*When average daily net assets exceed the first breakpoint, multiple rates will
apply, resulting in a blended rate. For example, for AZL OCC Opportunity Fund,
if average daily net assets are $350 million, a rate of 60 bps would apply to
$50 million, a rate of 55 bps would apply to $200 million, and a rate of 50 bps
would apply to the remaining $100 million.
The rates set forth above apply to average daily net assets that are subject to
the Subadviser's investment discretion in the Funds.
Date: August 24, 2006
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