ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the 1st day of January, 2006, by and among
USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST (the "VIP Trust"), a Delaware
business trust, USALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST (the "
FOF Trust," and together with the VIP Trust, the "Trusts"), a Delaware business
trust, and USALLIANZ ADVISERS, LLC ("USAZ"), 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, USAZ provides compliance oversight designed to assure that the
management of the Trusts' assets by USAZ and, in the case of the VIP Trust, by
the various subadvisers (the "Subadvisers") with which USAZ 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 are required by the United States Securities and Exchange
Commission (the "SEC") to make various filings periodically, and
WHEREAS, the Trusts desire that USAZ provide, and USAZ is willing to provide,
such compliance oversight and filing services;
NOW, THEREFORE, in consideration of the promises and the covenants herein set
forth, the Trusts and USAZ hereby agree as follows:
1) Administrative Services
a) Compliance Oversight Services. USAZ's Chief Compliance Officer and
his/her staff shall (i) review periodic reports prepared by
personnel of USAZ and personnel of the Subadvisers and make such
inquiries of, including, but not limited to, formal due diligence
meetings with, such personnel as USAZ's Chief Compliance Officer
shall deem appropriate to provide reasonable assurances that the
management of the Trusts' portfolios complies with the 1940 Act.
USAZ's Chief Compliance Officer shall present a compliance report
to the Trusts' Boards of Trustees no less frequently than at each
quarterly meeting of the Boards.
b) Filing Services. USAZ 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. USAZ
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) Service Fees
a) Compliance Services. In compensation for the compliance oversight
services, the Trusts shall pay to USAZ an amount equal to (i)
one-third of USAZ's quarterly expenses (salary and benefits, plus
office overhead) for USAZ's Chief Compliance Officer and (ii)
one-half of USAZ's quarterly expenses (salary and benefits, plus
office overhead) for the Senior Compliance Officer who assists
USAZ's Chief Compliance Officer in providing the compliance
services contemplated by this Agreement. Fees for compliance
oversight services shall be paid to USAZ at the end of each
calendar quarter.
b) Filing Services. In compensation for the filing services rendered,
each of the Trusts shall pay to USAZ $50.00 per hour. Fees for
filing services shall be paid to USAZ at the end of each calendar
quarter upon receipt of an itemized statement of services
rendered.
3) Recordkeeping
USAZ shall maintain records of (i) the salary and benefits of its Chief
Compliance Officer and the Senior Compliance Officer referenced above and (ii)
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.
5) Amendments
This Agreement may only be amended upon agreement between USAZ and a majority of
the independent trustees of the Trusts.
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 the Administrative Services Agreement between the VIP
Trust and USAZ dated September 10, 2002, and the Administrative Services
Agreement between the FOF Trust and USAZ dated January 1, 2005, in their
entirety.
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.
USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
By /s/ Xxxxxxx Xxxxxx
Title President
USALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
By /s/ Xxxxxxx Xxxxxx
Title President
USALLIANZ ADVISERS, LLC
By /s/ Xxxxxxx Xxxxxx
Title President
