RECITALS

               FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT

     This First Amendment to Portfolio  Management  Agreement  ("Amendment")  is
effective April 4, 2005 by and among USAllianz  Advisers,  LLC, (the "Manager"),
USAllianz Variable Insurance Products Trust (the "Trust"),  and Xxxx Xxxxx Funds
Management,  Inc.  (the  "Portfolio  Manager" or "LMFM") and Xxxx Xxxxx  Capital
Management, Inc. ("LMCM").

                                    RECITALS

         The Manager, the Trust and the Portfolio Manager are parties to a
Portfolio Management Agreement dated July 27, 2004 (the "Original Agreement")
pursuant to which the Portfolio Manager provides portfolio management services
to the Trust; and

         The Portfolio Manager and LMCM are affiliated by virtue of being wholly
owned subsidiaries of Xxxx Xxxxx, Inc. and sharing common officers, directors,
and employees; and

         The Portfolio Manager desires to transfer its duties and obligations
under the Original Agreement to LMCM, and LMCM is willing to accept the transfer
and assume the duties and obligations under the Original Agreement on the terms
and conditions set forth herein; and

         The Portfolio Manager and LMCM have provided the Manager and the Trust
with an opinion of counsel that states that the transfer of the duties and
obligations under the Original Agreement from LMFM to LMCM (the "Transfer") does
not, under the Investment Company Act of 1940 or the Investment Advisers Act of
1940 result in the assignment and termination of any portfolio management
agreement and would not necessitate LMFM's obtaining the consent of the
shareholders of a Fund to such Transfer. and

         The Manager and the Trust have agreed to the proposed Transfer; and

         The Manager, the Trust and LMCM desire to make additional amendments to
the Original Agreement in connection with LMCM's appointment as subadviser for
the USAZ Xxxx Xxxxx Growth Fund.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. TRANSFER AND ASSUMPTION. The parties agree that the terms and conditions of
the Original Agreement are incorporated herein by reference. Effective April 4,
2005, the Portfolio Manager hereby transfers, conveys and sets over all of its
rights, interests, claims and entitlements under the Original Agreement to LMCM
and to its successors and permitted assigns, it being understood that such
transfer, conveyance and set over will not result in the automatic termination
of the Original Agreement as a result of an "assignment" within the meaning set
forth in the Investment Company Act or the Investment Advisers Act, and the
regulations thereunder. The covenants, liabilities, duties and obligations of
the Portfolio Manager under or in connection with or arising out of the Original
Agreement are hereby undertaken, assumed and agreed to be performed or otherwise
discharged when due by LMCM. Except as herein provided, this Amendment shall not
be construed to modify, terminate or merge any rights any party to the Original
Agreement has pursuant to the terms thereof, and the parties hereby confirm all
of the terms and provisions of the Original Agreement as remaining in full force
and effect.





2. CONSENT. The Manager and the Trust hereby consent and agree to the foregoing
transfer and assumption.

3. AMENDMENTS TO SCHEDULE A. Schedule A of the Original Agreement is hereby
amended and restated in its entirety as follows:

                                   SCHEDULE A
                             EFFECTIVE APRIL 4, 2005

Fees payable to the Portfolio Manager pursuant to paragraph 5 hereof shall be at
the following annual rates for each Fund:

FUND                                    PERCENTAGE OF AVERAGE NET ASSETS

USAZ Xxxx Xxxxx Value Fund              0.70% on first $50 million under mgmt
                                        0.45% on next $50 million under mgmt
                                        0.40% on next $50 million under mgmt
                                        0.35% on next $50 million under mgmt
                                        0.30% on assets over $200 million

USAZ Xxxx Xxxxx Growth Fund             0.55% on first $100 million under mgmt
                                        0.45% on assets over $100 million

The management fee shall be accrued and paid to the Portfolio Manager as
provided in Section 5 of the Portfolio Management Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their officers designated below as of the date first above written.



                        USAllianz Variable Insurance Products Trust
                        By:     Xxxxxxx Xxxxxx
                        Vice President


                        USAllianz Advisers, LLC
                        By:     Xxxxxxx Xxxxxx
                        Senior Vice President


                        Xxxx Xxxxx Funds Management, Inc.
                        By:     [illegible]
                        Title: Sr.V.P. and COO


                        Xxxx Xxxxx Capital Management, Inc.
                        By:     [illegible]
                        Title: Sr.V.P. and COO