CHIEF COMPLIANCE OFFICER 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; and
WHEREAS, the Trusts are subject to Rule 38a-1 under the 1940 Act and must
therefore have a Chief Compliance Officer; and
WHEREAS, the Trusts desire that AZLA provide, and AZLA is willing to provide,
the services of a chief compliance officer for the Trusts;
NOW, THEREFORE, in consideration of the promises and the covenants herein set
forth, the Trusts and AZLA hereby agree as follows:
1. SERVICES.
a. GENERAL. The Trusts' Chief Compliance Officer shall be responsible
for (i) the maintenance and implementation of written compliance policies
and procedures that are deemed by the Boards of Trustees of the Trusts to
be reasonably designed to prevent the Trusts from violating the provisions
of the federal securities laws applicable to the Trusts, as required by
Rule 38a-1 under the 1940 Act (collectively, the "Fund Compliance
Program"); and (ii) for monitoring the Fund Compliance Program and the
compliance programs and related policies and procedures of all of the
various service providers to the Trusts. To assist the Chief Compliance
Officer in providing the foregoing services, AZLA may enter into agreements
with one or more third parties.
b. STAFFING. The individual who serves as the Trusts' Chief Compliance
Officer shall be an employee of AZLA, or its parent, Allianz Life Insurance
Company of placeNorth America.
2. FEES. In compensation for the services to be provided under this
Agreement, the Trusts shall pay to AZLA an amount equal to 50% of (i) the annual
cash compensation (salary plus a discretionary bonus), (ii) the cost of
benefits, and (iii) the allocated office overhead for the position of Chief
Compliance Officer; provided, however, that the total amount of the Chief
Compliance Officer's compensation, including any discretionary bonus, shall be
subject to the review and approval of the Boards of Trustees of the Trusts. 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 the Chief Compliance
Officer. Such records shall be available to the Trusts upon request.
4. CONFLICT OF INTEREST. The parties to this Agreement acknowledge that the
Trusts' Chief Compliance Officer is an employee of AZLA and also serves as
AZLA's Chief Compliance Officer, and that this dual role involves inherent
conflicts of interest. The parties to this Agreement further acknowledge that
this Agreement has been structured to address in part such conflicts of
interest.
5. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of placeStateMinnesota.
6. AMENDMENTS. This Agreement may be amended only in writing.
7. TERMINATION. This Agreement may be terminated by any party, with cause,
on 30 days' written notice and without cause, on 90 days' written notice.
8. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements between
the parties, or between the Trusts and any other parties, for any or all of the
services described herein.
9. 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