FIRST AMENDMENT TO
PORTFOLIO MANAGEMENT AGREEMENT
This First Amendment to Portfolio Management Agreement ("Amendment") is
effective September 30, 2006, by and among Allianz Life Advisers, LLC (the
"Manager"), Allianz Variable Insurance Products Trust (the "Trust"), Salomon
Brothers Asset Management Inc ("SBAM"), and CAM North America, LLC ("placeCAM").
WHEREAS, the Manager, the Trust, and SBAM are parties to a Portfolio
Management Agreement dated December 1, 2005 (the "Original Agreement") pursuant
to which SBAM provides portfolio management services to the Trust;
WHEREAS, SBAM and placeCAM are affiliated by virtue of being wholly
owned subsidiaries of Xxxx Xxxxx, Inc.;
WHEREAS, SBAM desires to transfer its duties and obligations under the
Original Agreement to CAM, and placeCAM is willing to accept the transfer and
assume the duties and obligations under the Original Agreement on the terms and
conditions set forth herein;
WHEREAS, SBAM and CAM have provided the Manager and the Trust with a
copy of an opinion of counsel that states that the transfer of the duties and
obligations under the Original Agreement from SBAM to CAM (the "Transfer") does
not, under the Investment Company Act of 1940 (the "1940 Act") or the Investment
Advisers Act of 1940 (the "Investment Advisers Act"), result in the assignment
and termination of the Original Agreement or require the consent of the
shareholders of any fund that is an outstanding series of the Trust; and
WHEREAS, the Manager and the Trust have agreed to the proposed
Transfer, and the Manager, the Trust, and CAM desire to amend the Original
Agreement in connection with placeCAM's appointment as subadviser for the AZL
Salomon Brothers Large Cap Growth Fund and the AZL Salomon Brothers Small Cap
Growth Fund;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. TRANSFER AND ASSUMPTION. The parties agree that the terms and conditions
of the Original Agreement are incorporated herein by reference. Effective
September 30, 2006, SBAM hereby transfers, conveys, and sets over all of its
rights, interests, claims, and entitlements under the Original Agreement to CAM
and to its successors and permitted assigns, it being understood that such
transfer, conveyance, and set over will not result in the automatic termination
of the Original Agreement as a result of an "assignment" within the meaning of
the 1940 Act or the Investment Advisers Act, and the regulations thereunder. The
covenants, liabilities, duties, and obligations of SBAM under or in connection
with or arising out of the Original Agreement are hereby undertaken, assumed,
and agreed to be performed or otherwise discharged when due by CAM. Except as
herein provided, this Amendment shall not be construed to modify, terminate, or
merge any rights
any party to the Original Agreement has pursuant to the terms thereof, and the
parties hereby confirm all of the terms and provisions of the Original Agreement
as remaining in full force and effect.
2. CONSENT. The Manager and the Trust hereby consent and agree to the
foregoing transfer and assumption.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their officers designated below as of the date first above written.
ALLIANZ LIFE ADVISERS, LLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
SALOMON BROTHERS ASSET MANAGEMENT INC
By: /s/ Xxxx Sauben
Name: Xxxx Sauben
Title: Managing Director
CAM NORTH AMERICA, LLC
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Chief Administrative Officer
