AMENDED AND RESTATED
CHIEF COMPLIANCE OFFICER 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; 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 and AZIM (formally known as Allianz Life Advisers, LLC) have
entered into a Chief Compliance Officer Agreement dated November 1, 2006 (the
"2006 Agreement"), under the terms of which AZIM has provided services of a
chief compliance officer 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.
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, AZIM
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 AZIM, or its parent, Allianz Life
Insurance Company of North America.
2. Fees. In compensation for the services to be provided under this
Agreement, the Trusts shall pay to AZIM 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 as well as 100% of travel and educational expenses incurred
by the Chief Compliance Officer for the benefit of the Trusts; 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 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 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 AZIM and also serves as
AZIM'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 Minnesota.
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 INVESTMENT MANAGEMENT LLC
By: /s/ Xxxxx Xxxxxx
_________________________________________
Title: Vice President
________________________________________
