AMENDED AND RESTATED
COMPLIANCE SERVICES AGREEMENT
This Amended and Restated Agreement is made as of the 10th day of June, 2009, 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 with several outstanding series (collectively, the "Funds");
and
WHEREAS, AZIM provides compliance oversight designed to assure that the
management of the Trusts' assets by AZIM and, in the case of the VIP Trust, by
the various subadvisers (the "Subadvisers") with which AZIM enters into
subadvisory agreements from time to time, in each instance with the approval of
the Board of Trustees of the VIP Trust, meets the applicable requirements of the
1940 Act; and
WHEREAS, the Trusts and AZIM (formally known as Allianz Life Advisers, LLC) have
entered into a Compliance Services Agreement dated November 1, 2006 (the "2006
Agreement"), under the terms of which AZIM has provided compliance oversight
services to the Trusts; and
WHEREAS, the Trusts and AZIM 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 and Staffing. The personnel responsible for providing
compliance oversight services under this agreement shall be employees of AZIM,
or its parent, Allianz Life Insurance Company of North America. Under normal
circumstances, such personnel shall consist of a Deputy Chief Compliance Officer
and a Senior Compliance Officer. Such personnel shall be responsible for (a)
assisting the Funds' Chief Compliance Officer in maintaining and implementing
the Funds' written compliance policies and procedures adopted under SEC Rule
38a-1 (collectively, the "Fund Compliance Program") (b) overseeing compliance
services provided by third-party service providers and reviewing periodic
reports prepared by personnel of AZIM and personnel of the Trusts' third-party
and affiliated service providers, including the Subadvisers; and (c) making such
inquiries of, including, but not limited to, formal due diligence meetings with,
such personnel as AZIM's Chief Compliance Officer shall deem appropriate to
provide reasonable assurances that the management of the Trusts' portfolios
complies with the 1940 Act and other applicable legal and regulatory
requirements; and.
2. Fees. In compensation for the compliance oversight services, the Trusts
shall pay to AZIM an amount equal to (a) 50% of (i) the annual cash compensation
(salary plus discretionary bonus), (ii) the cost of benefits, and (iii)
allocated office overhead for the position of Senior Compliance Officer as well
as 100% of travel and educational expenses incurred by the Senior Compliance
Officer for the benefit of the Trusts, and (b) 100% of (i) the annual cash
compensation (salary plus discretionary bonus), (ii) the cost of benefits, and
(iii) allocated office overhead for the position of Deputy Chief Compliance
Officer as well as 100% of travel and educational expenses incurred by the
Deputy Chief Compliance Officer for the benefit of the Trusts. Such fees shall
be paid to AZIM within 15 business days after the end of each calendar quarter.
3. Recordkeeping. AZIM shall maintain records of the cash compensation, the
cost of benefits, and allocated office overhead for each of the Senior
Compliance Officer and the Deputy Chief Compliance Officer. 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.
5. Amendments. This Agreement may be amended only 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 any or all of 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/ Xxxxx Xxxxxx
_________________________________________
Title: Vice President
________________________________________
