AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the 1st day of November, 2008, by and among ALLIANZ
VARIABLE INSURANCE PRODUCTS TRUST (the "VIP Trust"), a Delaware business trust,
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST (the "FOF Trust," and
together with the VIP Trust, the "Trusts"), a Delaware business trust, and
ALLIANZ INVESTMENT MANAGEMENT LLC ("AZIM"), a Minnesota limited liability
company.
WHEREAS, each of the Trusts is registered under the Investment Company Act of
1940, as amended, (the "1940 Act") as an open-end, management series-type
investment company; and
WHEREAS, the Trusts are required by the United States Securities and Exchange
Commission (the "SEC") to make various filings periodically, and
WHEREAS, the Trusts desire that AZIM provide, and AZIM is willing to provide,
such filing services;
WHEREAS, AZIM and the Trusts, having entered into an administrative services
agreement dated November 1, 2006 (the "2006 Agreement"), under the terms of
which AZIM has provided SEC filing services to the Trusts, now wish to amend and
restate the 2006 Agreement; and
NOW, THEREFORE, in consideration of the promises and the covenants herein set
forth, the Trusts and AZIM hereby agree as follows:
1. Services. AZIM shall create documents that are required to be filed with
the SEC by the Trust and shall prepare them to be filed electronically by
converting them to the XXXXX format. AZIM shall then file them electronically
with the SEC (in compliance with Regulation S-T), on behalf of the Trust, in a
timely manner, so as to meet the deadlines set forth by the SEC. The documents
to be filed include, but are not limited to, prospectuses and statements of
additional information.
2. Fees. In compensation for the filing services rendered, each of the
Trusts shall pay to AZIM $75.00 per hour. Fees for filing services shall be
paid to AZIM at the end of each calendar quarter upon receipt of an itemized
statement of services rendered.
3. Recordkeeping. AZIM shall maintain records of the time spent on the
tasks related to filing documents with the SEC on behalf of the Trusts. Such
records shall be available to the Trusts upon request.
4. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Minnesota.
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5. Amendments. This Agreement may only be amended only upon agreement
between AZIM and a majority of the independent trustees of the Trusts. Any such
amendment shall be in writing.
6. Termination. This Agreement may be terminated by any party, with or
without cause, upon 60 days' written notice.
7. Entire Agreement. This Agreement supersedes all prior agreements between
the parties for the services described herein.
8. Multiple Originals. This Agreement may be executed in two or more
counterparts, each of when so executed shall be deemed to be an original, but
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
By: /s/ Xxxxxxx Xxxxxx
Title: President
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
By: /s/ Xxxxxxx Xxxxxx
Title: President
ALLIANZ INVESTMENT MANAGEMENT LLC
By: /s/ Xxxxxxx Xxxxxx
Title: President
