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
Neuberger Berman Management Inc., a New York corporation ("Subadviser").

         WHEREAS the Fund listed in Schedule A 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 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 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


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                    the interests of the Fund's shareholders.

              (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 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.

                (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


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                    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.

                (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 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 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 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, 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.

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<PAGE>

                (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 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
                    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,


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               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, 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 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

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<PAGE>

                    (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.
                    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 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

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                    federal or state requirements, or the applicable
                    requirements of any regulatory or industry self-regulatory
                    agency necessary to be met in order to perform the services
                    contemplated by this Agreement; (iv) has the authority to
                    enter into and perform the services contemplated by this
                    Agreement; and (v) will promptly notify Subadviser of the
                    occurrence of any event that would disqualify Manager from
                    serving as an investment adviser of an investment company
                    pursuant to Section 9(a) of the 1940 Act or otherwise.

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

7.       Liability and Indemnification.

                (a) Subadviser agrees to perform faithfully the services
                    required to be rendered by Subadviser under this Agreement,
                    but nothing herein contained shall make Subadviser or any of
                    its officers, partners, or employees liable for any loss
                    sustained by the 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

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<PAGE>

                    (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
                    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
                    Subadviser and was made in reliance upon written information
                    furnished to Manager or the Fund by a Subadviser Indemnitee

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<PAGE>

                    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
                    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 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

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<PAGE>

                    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
                    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 name "Neuberger Berman" 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 "Neuberger Berman" may be used in the name of the Fund
                    and that such use of the name "Neuberger Berman" may include
                    use of the name in prospectuses, reports, and sales
                    materials.

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<PAGE>

                (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, that
                    refer or relate in any way to Subadviser or any of its
                    affiliates (other than Manager), or that use the name
                    "Neuberger Berman Management, Inc.," or any derivative
                    thereof or logos associated therewith. Manager agrees not to
                    use any such materials without the prior consent of
                    Subadviser, which consent shall not be unreasonably
                    withheld. Subadviser's right to object to such materials is
                    limited to the portions of such materials that expressly
                    relate to Subadviser and its services.

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:

                           Neuberger Berman Management Inc.
                           605 Third Avenue, 2nd Floor
                           New York, NY  10158-0180
                           Fax:  212-476-5781

                           with a copy to:

                           Maxine Gerson
                           Neuberger Berman Management Inc.
                           605 Third Avenue, 2nd Floor
                           New York, NY  10158-0180
                           Tel:  646-497-4675
                           Fax:  212-476-5781


                  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



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                           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

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.

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18.      Headings. The headings in this Agreement are intended solely as a
         convenience and are not intended to modify any other provision herein.

19.      Authorization. Each of the parties represents and warrants that the
         execution and delivery of this Agreement and the consummation of the
         transactions contemplated by this Agreement have been duly authorized
         by all necessary corporate action by such party and when so executed
         and delivered, this Agreement will be the valid and binding obligation
         of such party in accordance with its terms.




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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

USALLIANZ ADVISERS, LLC                        NEUBERGER BERMAN MANAGEMENT INC.



By:  /s/ Brian Muench                                By:  /s/ Peter Sundman


Name:  Brian Muench                                  Name:  Peter Sundman


Title:  Vice President                               Title:  President

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                                   SCHEDULE A


Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated
at the rate of

                                      0.50%

of the average daily net assets that are subject to the Subadviser's investment
discretion in the following fund:

                       USAZ Neuberger Berman Regency Fund






Date:   May 1, 2006


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