COMPLIANCE SERVICES AGREEMENT
This Agreement is made as of the 1st day of November, 2006, 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 LIFE ADVISERS, LLC ("AZLA"), 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, AZLA provides compliance oversight designed to assure that the
management of the Trusts' assets by AZLA and, in the case of the VIP Trust, by
the various subadvisers (the "Subadvisers") with which AZLA 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 desire that AZLA provide, and AZLA is willing to provide,
such compliance oversight services;
NOW, THEREFORE, in consideration of the promises and the covenants herein set
forth, the Trusts and AZLA hereby agree as follows:
1. SERVICES AND STAFFING. The personnel responsible for providing compliance
oversight services under this agreement shall be employees of AZLA, or its
parent, Allianz Life Insurance Company of placeNorth 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
AZLA 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 AZLA'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 AZLA 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 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. Such fees
shall be paid to AZLA within 15 business days after the end of each
calendar quarter.
3. RECORDKEEPING. AZLA 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 placeStateMinnesota.
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 LIFE ADVISERS, LLC
By: /s/ Xxxxx Xxxxxx
Title: Vice President
