AMENDMENT TO ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST SERVICES AGREEMENT
AMENDMENT TO
AMENDMENT made as of April 1, 2015, between Allianz Variable Insurance Products Fund of Funds Trust (the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider”), to that certain Services Agreement, dated January 1, 2015 between the Client and Service Provider (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, Service Provider performs certain services for the Funds;
WHEREAS, Service Provider and SunGard Investor Services LLC (“Purchaser”) intend to effect a transaction pursuant to that certain Transfer Agreement (the “Transfer Agreement”) entered into by and between an affiliate of Service Provider and SunGard Investment Systems, LLC, an affiliate of Purchaser;
WHEREAS, under the terms of the Transfer Agreement, Service Provider and certain of its affiliates will assign and transfer to Purchaser certain assets and liabilities related to Service Provider’s U.S. transfer agency business (the “Transaction”);
WHEREAS, in connection with the Transaction, Service Provider seeks to amend the Agreement to delete therefrom (i) those provisions that oblige Service Provider to provide Transfer Agency and ancillary services and (ii) those provisions related to the payment by the Client of fees and expenses related thereto.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and Service Provider hereby agree as follows:
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1.
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Consent to the Transaction. Client hereby consents to the Transaction.
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2.
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Amendment to Schedule 2 (Services). Appendix C (Transfer Agency Services) is hereby deleted from Schedule 2 (Services) of the Agreement.
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3.
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Amendment to Schedule 4 (Fee Schedule). In Section 1 of Schedule 4, the annual Per Unit Fee subsection is deleted and replaced with the following:
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“Per Fund $50,000
Per Additional Class per Fund $10,000
WAIVER:
The Service Provider agrees to waive $55,000 per year from the Per Fund fees set forth above.”
In addition, Item (vii) (Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review) and Item (ix) (Check and payment processing fees) of Section 2(B) are hereby deleted from Schedule 4 (Fees) of the Agreement.
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4.
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Representations and Warranties.
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(a) The Client represents that it has full power and authority to enter into and perform this Amendment and that it has provided this Amendment to the Board.
(b) Service Provider represents that it has full power and authority to enter into and perform this Amendment.
5. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
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Allianz Variable Insurance Products Trust
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By: /s/ Xxxxx Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President
Date: February 19, 2015
CITI FUND SERVICES OHIO, INC.
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: President
Date: 3-16-15
