SUBADVISORY AGREEMENT

         Agreement made as of the 1st day of May, 2006, by and between Allianz
Life Advisers, LLC, a Minnesota limited liability company ("Manager"), and
OppenheimerFunds, Inc., a Colorado corporation ("Subadviser").

         WHEREAS each of the funds listed in Schedule A (the "Funds") is a
series of a Delaware business trust registered as an investment company under
the Investment Company Act of 1940, as amended (the "1940 Act").

         WHEREAS Manager has entered into an investment management agreement
(the "Management Agreement") with the Fund pursuant to which Manager provides
investment advisory services to the Fund.

         WHEREAS Manager and the Fund each desire to retain Subadviser to
provide investment advisory services to the Fund, 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 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 the investments and securities to 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 and subject to the receipt of all necessary
                    materials, Subadviser shall vote or abstain from voting all
                    proxies 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 such proxies in
                    the manner that best serves the interests of the Fund's


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                    shareholders. Any regulatory reporting of such voting
                    activity and any costs related thereto are the
                    responsibility of Manager. Subadviser shall not be
                    responsible for pursuing rights, including class action
                    settlements, relating to the purchase, sale, or holding of
                    securities by the Fund; provided, however, that Subadviser
                    shall provide notice to Manager of any such potential claim
                    if received by Subadviser and cooperate with Manager in any
                    possible proceeding by providing such information as may be
                    reasonably requested. Subadviser shall exercise all other
                    elective corporate actions.

                (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.
                    Subadviser shall have no responsibility for monitoring
                    limitations or restrictions for which Subadviser has not
                    received sufficient information in accordance with this
                    Agreement or otherwise.

                (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 provided
                    by, and the financial responsibility of, brokers, dealers,
                    or futures commission merchants who may effect, or be a
                    party to, any such

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                   transaction or other transactions to which Subadviser's other
                   clients may be a party.

                (B) Aggregation of Trades. On occasions when Subadviser deems
                    the purchase or sale of a security or futures contract to be
                    in the best interest of 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.

                (C) Brokerage Allocation. Subadviser shall, except to the extent
                    determined by the Board and communicated to Subadviser, have
                    discretion, acting in the best interest of the Fund, to
                    effect the Fund's portfolio transactions with
                    broker-dealers, other than affiliated broker-dealers,
                    qualified to obtain best execution of such transactions that
                    provide brokerage and/or research services (as such services
                    are defined in Section 28(e)(3) of the Securities Exchange
                    Act of 1934, as amended (the "1934 Act")) for the Fund
                    and/or other accounts for which Subadviser or its affiliates
                    exercise "investment discretion" (as defined in Section
                    3(a)(35) of the 1934 Act) if Subadviser determines, in good
                    faith, that such commission is reasonable in relation to the
                    value of the brokerage and/or research services provided by
                    such broker-dealer, viewed in terms of either that
                    particular transaction or the overall responsibilities of
                    Subadviser or its affiliates with respect to the accounts as
                    to which they exercise investment discretion. In making such
                    determining, Subadviser will not be required to place or
                    attempt to place a specific dollar value on the brokerage
                    and/or research services provided or being provided by such
                    broker-dealer unless otherwise required by applicable law.

                (D) Directed Brokerage. Subadviser will not accept directed
                    brokerage instructions from Manager.

                (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

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                    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. By 9:00 am ET on T+1, 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). As
                    requested, 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, to the best of its knowledge, 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, based
                    on its knowledge, 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 certifications by the Fund's Principal
                    Executive Officer and Principal Financial Officer 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 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 Fund's compliance
                    program under Rule 38a-1 under the 1940 Act, 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. Subadviser's duties in relation to the
                    Fund's compliance program are limited to those matters
                    specified in this Section 1(b) and to the information
                    concerning the Fund required to be maintained by Subadviser
                    in accordance with Section 1(c) of this Agreement.


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                (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 which it maintains for the Fund are
                    the property of the Fund and Subadviser will surrender
                    promptly 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 as determined
                    by Subadviser and (ii) an appropriate Code of Ethics and
                    related reporting procedures.

                (e) Confidentiality.

                (i) 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,
                    reporting on performance, and carrying out Subadviser's
                    duties under this Agreement, and to those employees of
                    Subadviser who are subject to Subadviser's Code of Ethics.
                    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 or law so long as
                    Subadviser provides Manager with prompt written notice of
                    such requirement prior to any such disclosure.

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                (ii) Manager will keep confidential any confidential records or
                    confidential information concerning Subadviser obtained
                    pursuant to this Agreement. Manager will not disclose such
                    confidential records or confidential information unless
                    Subadviser has authorized such disclosure, or unless such
                    disclosure is required by applicable law or regulations or
                    by regulatory authorities having the requisite authority.

                (f) Valuation Assistance. Subadviser will provide reasonable
                    assistance to Manager or the Fund's accounting agent
                    concerning the valuation of securities that are not
                    registered for public sale, not traded on any securities
                    markets, or otherwise may be deemed illiquid for purposes of
                    the 1940 Act and for which market quotations are not readily
                    available; provided, however, that the parties acknowledge
                    that any such information will be provided for information
                    purposes only.

                (g) Preparation and Filing of Certain Reports. Subadviser shall
                    not be responsible for the preparation or filing of any
                    report required of the Fund by any governmental or
                    regulatory agency, except as otherwise expressly agreed to
                    hereunder. Subadviser hereby undertakes to prepare and file
                    any necessary Schedule 13(d), 13(f), and 13(g) reflecting
                    the Fund's holdings.


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 and CUSIPs 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, 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 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

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     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 1940 Act. 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 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
                    will provide Manager with a copy of the code of ethics.

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                    Within 60 days of the end of the last calendar quarter of
                    each year that this Agreement is in effect, a duly
                    authorized officer of Subadviser shall certify to Manager
                    that Subadviser has complied with the requirements of Rule
                    17j-1 during the previous year and that there has been no
                    material violation of Subadviser's code of ethics or, if
                    such a violation has occurred, that appropriate action was
                    taken in response to such violation.

                (c) Subadviser has provided Manager with a copy of its Form ADV
                    Part II, which as of the date of this Agreement is its Form
                    ADV Part II as most recently deemed to be filed with the
                    Securities and Exchange Commission ("SEC"), and promptly
                    will furnish a copy of all amendments thereto to Manager.

                (d) Subadviser will promptly notify Manager of any changes in
                    its Controlling Shareholders/Managing Partners 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 an actual or
                    expected change in control or management of Subadviser.

                (e) Subadviser agrees that neither it nor any of its affiliates
                    will in any way refer directly or indirectly to its
                    relationship with the Fund or Manager, or any of their
                    respective affiliates in offering, marketing, or other
                    promotional materials without the prior written consent of
                    Manager.

6.       Representations of Manager. Manager represents and warrants as follows:

                (a) Manager (i) is registered as an investment adviser under the
                    Advisers Act and will continue to be so registered for so
                    long as this Agreement remains in effect; (ii) is not
                    prohibited by the 1940 Act or the Advisers Act from
                    performing the services contemplated by this Agreement,
                    (iii) has met and will seek to continue to meet for so long
                    as this Agreement remains in effect, any other applicable
                    federal or state requirements, or the applicable
                    requirements of any regulatory or industry self-regulatory
                    agency necessary to be met in order to perform the services
                    contemplated by this Agreement; (iv) has the authority to
                    enter into and perform the services contemplated by this
                    Agreement; and (v) will promptly notify Subadviser of the
                    occurrence of any event that would disqualify Manager from
                    serving as an investment adviser of an investment company
                    pursuant to Section 9(a) of the 1940 Act or otherwise.

                (b) Manager agrees that neither it nor any of its affiliates
                    will in any way refer directly or indirectly to its
                    relationship with Subadviser, or any of its affiliates in
                    offering, marketing, or other promotional materials without
                    the prior written consent of Subadviser, which consent shall
                    not be unreasonably withheld.


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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 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") or the
                    1940 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, 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 Fund, Manager, or any affiliated persons thereof (within
                    the meaning of Section 2(a)(3) of the 1940 Act) 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, 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

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                    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. 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 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 1940
                    Act) 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
                    the 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. 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 Subadviser may have under any securities
                    laws.

                (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
                    in (a) or (b) above ("Indemnified Party") of notice of the
                    commencement of any action, if a claim in respect thereof is

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                    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 solely 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 1940 Act) 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 1940 Act) of the Fund
                    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

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<PAGE>

                    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' 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 1940 Act) 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 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 "OppenheimerFunds, Inc.," "Oppenheimer," and "Main
                  Street" or any derivative thereof or logo associated with
                  those names (the "Names") are the property of Subadviser for
                  copyright and other purposes. Subadviser agrees that, for so
                  long as Subadviser is the Fund's sole subadviser, the Names
                  may be used in the name of the Fund and that such use of the
                  Names may include use of the name in prospectuses, reports,
                  and sales materials. Upon termination of this Agreement, the
                  Fund shall cease using the Names, except as otherwise required
                  by applicable law or regulations.

                (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

                                       12
<PAGE>

                    refer to Subadviser or its clients in any way, prior to use
                    thereof and not to use such material if Subadviser
                    reasonably objects in writing five business days (or such
                    other time as may be mutually agreed upon) after receipt
                    thereof. Sales literature may be furnished to Subadviser
                    hereunder by first-class or overnight mail, electronic or
                    facsimile transmission, or hand delivery. Subadviser's right
                    to object to such materials is limited to the portions of
                    such materials that expressly relate to Subadviser, its
                    services, and its clients.

11.      Notices. Any notice under this Agreement must be given in writing as
         provided below or to another address as either party may designate in
         writing to the other.



                  Subadviser:

                           OppenheimerFunds, Inc.
                           Two World Financial Center
                           225 Liberty St., 11th Floor
                           New York, NY  10281
                           Fax:  212-323-4030
                           Attention:  Christina Nasta

                           with a copy to:
+
                           OFI Legal
                           Attention:  Susan Mattisinko
                           At the same address

                  Manager:

                           Jeffrey W. Kletti, President
                           USAllianz Advisers, LLC
                           5701 Golden Hills Drive
                           Minneapolis, MN  55416-1297
                           Fax:  763-765-6597
                           Email:  Jeffrey_Kletti@allianzlife.com

                           with a copy to:

                           H. Bernt von Ohlen, Senior Securities Counsel
                           USAllianz Advisers, LLC 5701 Golden Hills Drive
                           Minneapolis, MN 55416-1297
                           Tel:  763-765-7330
                           Fax:  763-765-6355
                           Email:  Bernt_vonOhlen@allianzlife.com

                                       13
<PAGE>

12.      Amendments. This Agreement 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 1940 Act) 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.

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.

                                       14
<PAGE>


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.


                                       15
<PAGE>



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.

USALLIANZ ADVISERS, LLC                              OPPENHEIMERFUNDS, INC.



By:  /s/ Brian Muench                                By:  /s/ Christina Nasta

Name:  Brian Muench                                  Name:  Christina Nasta
Title:  Vice President                               Title:  Vice President




                                       16
<PAGE>

                                   SCHEDULE A


Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
at the rate shown below based on the average daily net assets that are subject
to the Subadviser's investment discretion in the relevant funds.

FUND                                                      RATE

AZL Oppenheimer Developing Markets Fund         0.70%


AZL Oppenheimer Emerging Growth Fund            0.75% on the first $10 million
                                                0.60% on the next $90 million
                                                0.50% on the next $150 million
                                                0.45% thereafter

AZL Oppenheimer Emerging Technologies Fund      0.625% on the first $20 million
                                                0.500% thereafter


AZL Oppenheimer Global Fund                     0.60% on the first $10 million
                                                0.50% on the next $90 million
                                                0.45% thereafter


AZL Oppenheimer International Growth Fund       0.65% on the first $10 million
                                                0.60% on the next $90 million
                                                0.50% thereafter

AZL Oppenheimer Main Street Fund                0.50% on the first $10 million
                                                0.45% on the next $90 million
                                                0.40% thereafter



Date:  May 1, 2006


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