COMPLIANCE SERVICES AMENDMENT
TO
SERVICES AGREEMENT
AMENDMENT effective as of the ____ day of ___________, 2004, between
USALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST (the "Trust"), a
Delaware business trust having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an
Ohio corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, to that certain Services Agreement dated ___________,
2004, under which BISYS performs certain management and administration services
for the Trust (the "Agreement"). All capitalized terms used but not defined
herein shall have the meaning given to them in the Agreement.
WHEREAS, the Trust is a registered investment company, and will become
subject to the requirements of Rule 38a-1 under the 1940 Act, which requires,
among other things, that the Trust adopt policies and procedures that are
reasonably designed to prevent the Trust from violating the Federal securities
laws;
WHEREAS, BISYS offers compliance services through its ComplianceEDGE
program, which may be tailored to create a compliance program for the Trust;
WHEREAS, the Trust desires that BISYS provide its ComplianceEDGE
program services in connection with the institution of a more comprehensive
compliance program for the Trust;
WHEREAS, BISYS is willing to perform the services enumerated in this
Amendment on the terms and conditions set forth in this Amendment; and
WHEREAS, BISYS and the Trust wish to enter into this Amendment to the
Agreement in order to set forth the terms under which BISYS will perform the
additional services enumerated herein on behalf of the Trust, and to supplement
and clarify certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the covenants herein contained, the
Trust and BISYS hereby agree as follows:
1. Compliance Services.
(a) The parties mutually agree to coordinate and cooperate in connection with
the creation and implementation of written compliance policies and procedures
which, in the aggregate, shall be deemed by the Board of Trustees of the Trust
(the "Board") to be reasonably designed to prevent the Trust from violating the
provisions of the Federal securities laws applicable to the Trust (the
"Applicable Securities Laws"), as required under Rule 38a-1 under the 1940 Act.
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(b) The Trust agrees to provide BISYS with copies of its current compliance
policies and procedures and furnish (and cause its investment advisers and other
service providers to furnish) all such additional information as may reasonably
relate to the design and implementation of the Fund Compliance Program. Such
additional information shall include compliance and related information
pertaining to the investment adviser and any other service providers to the
Trust other than BISYS. BISYS shall review and evaluate all such existing
information and coordinate the creation of written policies and procedures
designed to embody the overall fund compliance program and the oversight of the
compliance programs of the service providers to the Trust ("Service Providers")
as required of the Trust under Rule 38a-1. Drafts of the policies and procedures
shall be prepared by BISYS in consultation with the Trust and its counsel and
shall be submitted to the Board for review and comment. Upon approval by the
Board, such policies and procedures shall become effective as the fund
compliance program required under Rule 38a-1 (as amended from time to time upon
the approval of the Board, the "Fund Compliance Program").
(c) BISYS will provide the following services in relation to the Fund Compliance
Program during the term of this Amendment: (i) make an individual available to
serve as the Trust's Chief Compliance Officer to administer the Fund Compliance
Program, to the extent provided in Section 3(a) below; (ii) assist the Trust in
developing and implementing the written policies and procedures comprising the
Fund Compliance Program, as contemplated above and as may be necessary in
connection with amendments from time to time; (iii) assist the Trust in the
preparation and evaluation of the results of annual reviews of the compliance
policies and procedures of Service Providers; (iv) provide support services to
the Chief Compliance Officer of the Trust, including support for conducting an
annual review of the Fund Compliance Program; (v) assist in developing standards
for reports to the Board by BISYS and other Service Providers; (vi) assist in
developing standards for reports to the Board by the Chief Compliance Officer;
and (vi) assist in preparing or providing documentation for the Board to make
findings and conduct reviews pertaining to the Fund Compliance Program and
compliance programs and related policies and procedures of Service Providers.
2. Other Services.
(a) Sub-Certifications. To assist the Trust in connection with its obligations
under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, and related
laws (collectively, "▇▇▇▇▇▇▇▇-▇▇▇▇▇"), BISYS will internally establish and
maintain its own controls and procedures designed to ensure that information
recorded, processed, summarized, or reported by BISYS on behalf of the Trust and
included in the Trust's reports on Form N-CSR and any other reports required to
be certified pursuant to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ (collectively, "Reports") is (i)
recorded, processed, summarized, and reported by BISYS within the time periods
specified in the Commission's rules and forms and the Trust's disclosure and
control procedures (the "Trust DCPs"), and (ii) communicated to the relevant
officers of the Trust who are required to certify Reports under ▇▇▇▇▇▇▇▇-▇▇▇▇▇
("Certifying Officers"), in a manner consistent with the Trust DCPs.
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Solely for the purpose of providing a Certifying Officer with a basis
for his or her certification of any Report, BISYS will (i) provide a
sub-certification with respect to BISYS' services during any fiscal period in
which BISYS served as a financial administrator to the Trust consistent with the
requirements of the certification required under ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and/or (ii)
inform the Certifying Officers of any reason why all or part of such required
certification would be inaccurate. In rendering any such sub-certification,
BISYS may (i) limit its representations to information prepared, processed and
reported by BISYS; (ii) rely upon and assume the accuracy of the information
provided by officers (other than employees or officers of BISYS) and other
authorized agents of the Trust, including all other Service Providers, and
compliance by such officers and agents with the Trust DCPs; and (iii) assume
that the Trust has selected appropriate accounting policies for the Fund(s).
The Trust shall assist and cooperate with BISYS (and shall cause its
officers and other Service Providers to assist and cooperate with BISYS) to
facilitate the delivery of information requested by BISYS in connection with the
preparation of any Report, so that BISYS may submit a draft of such Report to
the Trust's DCP Committee prior to the date it is to be filed.
3. Provision of Executive Officers
(a) Provision of Chief Compliance Officer. At the election of the Trust, in
connection with the compliance services to be rendered by BISYS pursuant to
Section 1 above, and subject to the provisions of this Section 3(a) and to
Section 3(d) below, BISYS agrees to make available to the Trust a person to
serve as the Trust's chief compliance officer responsible for administering the
Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the
"Chief Compliance Officer"). BISYS' obligation in this regard shall be met by
providing an appropriately qualified employee or agent of BISYS (or its
affiliates) who, in the exercise of his or her duties to the Trust, shall act in
good faith and in a manner reasonably believed by him or her to be in the best
interests of the Trust. BISYS will provide a reasonably detailed resume of the
potential Chief Compliance Officer to the Board and will obtain and report the
results of a fingerprint and background check of such person to the Board. It is
understood that any person provided by BISYS to serve as the Chief Compliance
Officer may perform other duties for BISYS, including serving as Chief
Compliance Officer for other clients of BISYS, some of which may compete with
the Trust. In the event that the employment relationship or independent
contractor agency relationship between BISYS and any person made available by
BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS
shall have no further responsibility to provide the services of that particular
person to serve as the Trust's Chief Compliance Officer. In such event, upon the
request of the Trust, BISYS will employ reasonable good faith efforts to make
another person available to serve as the Chief Compliance Officer.
Notwithstanding the foregoing, BISYS shall have no authority to remove any
individual as the Trust's Chief Compliance Officer, provided that BISYS shall
have no responsibility whatsoever for the services to the Trust or other
activities of any person that continues to serve as the Trust's Chief Compliance
Officer provided or occurring after the date of any termination of BISYS's
employment or independent contractor agency relationship with such person.
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In connection with BISYS' commitment to make an appropriately qualified
person available to serve as Chief Compliance Officer, BISYS shall pay a level
of total compensation to such person as is consistent with BISYS' compensation
of employees having similar duties, similar seniority, and working at the same
or similar geographical location. BISYS shall not be obligated to pay any
compensation to a Chief Compliance Officer which exceeds that set forth in the
previous sentence.
The Trust will provide copies of the Fund Compliance Program, related
policies and procedures, and all other books and records of the Trust as the
Chief Compliance Officer deems necessary or desirable in order to carry out his
or her duties hereunder on behalf of the Trust. The Trust shall cooperate with
the Chief Compliance Officer and use its best efforts to ensure the cooperation
of the investment adviser, the custodian and any other Service Providers to the
Trust, as well as Trust counsel, independent Trustee counsel and the Trust's
independent accountants (collectively, the "Other Providers"), and assist the
Chief Compliance Officer and BISYS in preparing, implementing and carrying out
the duties of the Chief Compliance Officer under the Fund Compliance Program and
Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer
with appropriate access to the executive officers and trustees of the Trust, and
to representatives of and to any records, files and other documentation prepared
by, Service Providers and Other Providers, which are or may be related to the
Fund Compliance Program.
Each party agrees to provide promptly to the other party (and to the
Chief Compliance Officer), upon request, copies of other records and
documentation relating to the compliance by such party with Applicable
Securities Laws (as related to the Fund Compliance Program of the Trust), and
each party also agrees otherwise to assist the other party (and the Chief
Compliance Officer) in complying with the requirements of the Fund Compliance
Program and Applicable Securities Laws. The Chief Compliance Officer shall
provide the Trust and its investment adviser with such reports as reasonably may
be requested, including reports (in form and detail as agreed between BISYS and
the Board from time to time) to the Board (or its designee, who shall not be a
director, officer, employee or other agent of any Service Provider) regarding
the workload of Trust matters handled by the CCO, and will attend quarterly
Board meetings and such other meetings of the Board as reasonably requested or
required to carry out his/her obligations as Chief Compliance Officer.
In no event will BISYS enter into a confidentiality agreement with any
person serving as the Trust's Chief Compliance Officer that would restrict or
limit the Chief Compliance Officer's communication with the Board about matters
regarding the Trust, but any such person will be subject to confidentiality
obligations requiring that he/she not disclose Trust matters to other BISYS
clients for which such person may serve as Chief Compliance Officer or otherwise
perform services.
The Trust will not, for so long as any person is provided by BISYS to
serve as Chief Compliance Officer, solicit, interfere with, cause or endeavor to
cause, or induce or attempt to induce, such person to leave his or her position
or otherwise terminate his or her relationship with BISYS. The Trust agrees and
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acknowledges that the breach or threatened breach of this provision is likely to
result in irreparable harm, that BISYS's remedies at law are therefore likely to
be inadequate, and that BISYS may seek injunctive or other equitable relief to
prevent a breach of this provision.
BISYS agrees to provide the services set forth in Section 1 pertaining
to the Fund Compliance Program, whether or not the person serving as Chief
Compliance Officer is an employee or agent of BISYS.
(b) Provision of Certifying Officer(s). Subject to the provisions of this
Section 3(b) and Section 3(d) below, BISYS shall make a BISYS employee available
to the Trust to serve, upon designation as such by the Board, as the Chief
Financial Officer of the Trust or under such other title to perform similar
functions, and which is a Certifying Officer under ▇▇▇▇▇▇▇▇-▇▇▇▇▇. BISYS'
obligation in this regard shall be met by providing an appropriately qualified
employee of BISYS (or its affiliates) who, in the exercise of his or her duties
to the Trust, shall act in good faith and in a manner reasonably believed by him
or her to be in the best interests of the Trust. BISYS shall select, and may
replace, the specific employee that it makes available to serve in the
designated capacity as a Certifying Officer, in BISYS's reasonable discretion,
taking into account such person's responsibilities concerning, and familiarity
with, the Trust's operations.
For so long as BISYS provides a Certifying Officer, the Trust DCPs
shall contain (or the Trust and BISYS shall otherwise establish) mutually
agreeable procedures governing the certification of Reports by Certifying
Officers, and the parties shall comply with such procedures in all material
respects. Among other things, the procedures shall provide as follows:
(i) The Trust shall establish and maintain a Disclosure
Controls and Procedures Committee (the "DCP
Committee") to evaluate the Trust DCPs in accordance
with Rule 30a-3 under the 1940 Act. The DCP Committee
shall include (at a minimum) the Trust's Principal
Executive Officer, Chief Financial Officer, and Chief
Legal Officer (if any) and such other individuals as
may be necessary or appropriate to enable the DCP
Committee to ensure the cooperation of, and to
oversee, each of the Trust's agents that records,
processes, summarizes, or reports information
contained in Reports (or any information from which
such information is derived), including the Funds'
Other Providers.
(ii) The Trust shall require (a) Service Providers to
provide sub-certifications on internal controls, upon
which the Certifying Officers may rely in certifying
Reports, in form and content reasonably acceptable to
the Certifying Officers and consistent with
▇▇▇▇▇▇▇▇-▇▇▇▇▇, and (b) that such sub-certifications
are delivered to the DCP Committee and the Certifying
Officers sufficiently in advance of the DCP Committee
meeting described in (iii) below.
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(iii) The DCP Committee shall (a) establish a schedule to
ensure that all required disclosures in any Report,
including the financial statements, are identified
and prepared in a timeframe sufficient for it to
review such disclosures, (b) meet prior to the filing
date of each Report to review the accuracy and
completeness of the relevant Report, and (c) record
its considerations and conclusions in a written
memorandum sufficient for it to adequately to support
conclusions pertaining to Trust DCPs as required by
Item 9 of Form N-CSR or other Report. In conducting
its review and evaluations, the DCP Committee shall:
(A) review SAS 70 reports pertaining to BISYS and other
Service Providers, if applicable, or in the absence
of any such reports, consider the adequacy of the
sub-certifications supplied by the Service Providers;
(B) consider whether there are any significant
deficiencies or material weaknesses in the design or
operation of the Trust DCPs or internal controls over
financial reporting that could adversely affect the
Trust's ability to record, process, summarize, and
report financial information, and in the event that
any such weaknesses or deficiencies are identified,
disclose them to the Trust's Certifying Officers,
audit committee, and auditors;
(C) consider whether, to the knowledge of any member of
the DCP Committee, there has been or may have been
any fraud, whether or not material, and, if so,
disclose the facts and circumstances thereof to the
Certifying Officers, and the Trust's audit committee
and auditors; and
(D) determine whether there was any change in internal
controls over financial reporting that occurred
during the Trust's most recent fiscal half-year that
has materially affected or is reasonably likely to
materially affect, the Trust's internal control over
financial reporting.
A Certifying Officer shall have the full discretion to decline to
certify a particular Report that fails to meet the standards set forth in the
certification, and to report matters involving fraud or other failures to meet
the standards of applicable law to the audit committee of the Board.
The Trust shall, in its own capacity, take all reasonably necessary and
appropriate measures to comply with its obligations under ▇▇▇▇▇▇▇▇-▇▇▇▇▇.
Without limitation of the foregoing, except for those obligations which are
expressly delegated to or assumed by BISYS in this Agreement, the Trust shall
maintain responsibility for, and shall support and facilitate the role of each
Certifying Officer and the DCP Committee in, designing and maintaining the
Trust's DCPs in accordance with applicable laws.
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(c) AML Compliance Officer. It is understood that the Trust is a financial
institution subject to the law entitled Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
("U.S.A. Patriot") Act of 2001 and the Bank Secrecy Act (collectively, the "AML
Acts"), and is required to comply with the AML Acts and applicable regulations
thereunder (collectively, the "Applicable AML Laws").
Subject to the provisions of this Section 3(c) and Section 3(d) below,
BISYS agrees to make available to the Trust a person to serve as the Trust's
anti-money laundering compliance officer ("AML Compliance Officer"). BISYS'
obligation in this regard shall be met by providing an appropriately qualified
employee or agent of BISYS (or its affiliates) who, in the exercise of his or
her duties to the Trust, shall act in good faith and in a manner reasonably
believed by him or her to be in the best interests of the Trust. Subject to the
relevant terms of the transfer agency or other services agreement under which
BISYS provides certain anti-money laundering services to the Trust, the AML
Compliance Officer will assist the Trust in operating the written anti-money
laundering program adopted by the Board of the Trust and provided to BISYS (the
"AML Program"), and shall perform the duties assigned to the AML Compliance
Officer which are set forth in the AML Program.
The Trust shall provide copies of its anti-money laundering compliance
reports and such other books and records of the Trust as the AML Compliance
Officer deems necessary or desirable in order to carry out his or her duties
hereunder on behalf of the Trust. Each party also agrees to provide promptly to
the other party (and to the AML Compliance Officer), upon request, copies of
other records and documentation relating to the compliance by such party with
Applicable AML Laws (in relation to the Trust), and each party also agrees
otherwise to assist the other party (and the AML Compliance Officer) in
complying with the requirements of the AML Program and Applicable AML Laws. Each
party agrees to retain a copy of all documents and records prepared, maintained
or obtained by it relating to shareholders and transactions for a period of at
least five (5) years from the termination of the relationship with each such
shareholder or the date of execution of each such transaction. The foregoing is
not intended to limit any obligation to retain any specified records for any
other period that may be specified in the AML Program or under Applicable AML
Laws.
(d) Additional Provisions Concerning Executive Officers. It is mutually agreed
and acknowledged by the parties that the Chief Compliance Officer and the Chief
Financial Officer contemplated under the provisions of this Section 3 of this
Amendment will be executive officers of the Trust ("Executive Officers"). In
addition, the parties agree that the AML Compliance Officer shall be treated as
an Executive Officer of the Trust for purposes of this Section 3(d). The
provisions of Sections 3(a) - (c) are subject to the internal policies of BISYS
concerning the activities of its employees and their service as officers of
funds (the "BISYS Policies"), a copy of which shall be provided to the Trust
upon request.
The Trust shall provide coverage to each Executive Officer under its
directors and officers liability policy that is appropriate to the Executive
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Officer's role and title, and consistent with coverage applicable to the other
officers holding positions of executive management.
In appropriate circumstances, each Executive Officer shall have the
discretion to resign from his or her position, in the event that he or she
reasonably determines that there has been or is likely to be (a) a material
deviation from the BISYS Policies, (b) an ongoing pattern of conduct involving
the continuous or repeated violation of Applicable AML Laws or Applicable
Securities Laws, or (c) a material deviation by the Trust from the terms of this
Amendment governing the services of such Executive Officer that is not caused by
such Executive Officer or BISYS. In addition, each Executive Officer shall have
reasonable discretion to resign from his or her position in the event that he or
she determines that he or she has not received sufficient cooperation from the
Trust or its Other Providers to make an informed determination regarding any of
the matters listed above, and shall at all times have the right to resign his or
her position for any or no reason, as permitted under applicable federal and/or
state law.
Each Executive Officer may, and the Trust shall, promptly notify BISYS
of any issue, matter or event that would be reasonably likely to result in any
claim by the Trust, one or more Trust shareholder(s) or any third party which
involves an allegation that any Executive Officer failed to exercise his or her
obligations to the Trust in a manner consistent with applicable laws (including
but not limited to any claim that a Report failed to meet the standards of
▇▇▇▇▇▇▇▇-▇▇▇▇▇ and other applicable laws).
Notwithstanding any provision of the Agreement that expressly or by
implication provides to the contrary, (a) it is expressly agreed and
acknowledged that BISYS cannot ensure that the Trust complies with Applicable
AML Laws or the Applicable Securities Laws, and (b) whenever an employee or
agent of BISYS serves as an Executive Officer of the Trust, the Trust shall
indemnify the Executive Officer and BISYS and hold the Executive Officer and
BISYS harmless from any loss, liability, expenses (including reasonable
attorneys fees) and damages incurred by them arising out of or related to the
service of such employee or agent of BISYS as an Executive Officer of the Trust
provided that such Executive Officer has not acted with "Disabling Conduct" as
defined in the Trust's Agreement and Declaration of Trust, dated July 13, 1999,
and the Trust's governing documents (including its Agreement and Declaration of
Trust and By-Laws) and/or resolutions of its Board shall contain provisions to
such effect that are applicable to each Executive Officer.
4. Fees and Expenses
(a) In addition to all fees, expenses and miscellaneous fees or
charges provided for under the Agreement, BISYS shall be
entitled to receive from the Trust the amounts set forth on
Schedule A hereto, reflecting the amounts charged by BISYS for
the performance of services under this Amendment.
(b) In addition to paying BISYS the fees set forth in Schedule A,
the Trust agrees to reimburse BISYS for all of its actual
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out-of-pocket expenses reasonably incurred in providing
services under this Amendment, including the expenses listed
in the Agreement incurred in connection with services
hereunder, as well as the following:
(i) All out of pocket costs incurred in connection with BISYS'
provision of Executive Officers to the Trust in connection
with compliance services, including travel costs for attending
Board meetings, conducting due diligence of Service Providers,
and attending training conferences and seminars (plus the
costs of training);
(ii) If applicable initially or from time to time hereafter, upon
the approval of the Trust, costs to recruit a Chief Compliance
Officer; and
(iii) The costs incurred by BISYS in connection with the Fund
Compliance Program, including those incurred by or with
respect to Other Providers, in providing reports to the Chief
Compliance Officer under the Fund Compliance Program.
The Chief Compliance Officer will communicate with the Board (or its
designee, who shall not be a director, officer, employee or other agent of any
Service Provider) regarding planned travel and other activities prior to
incurring any material expenses and provide reports regarding such expenses as
reasonably requested by the Board.
(c) All rights of compensation under this Amendment for services
performed and for expense reimbursement shall survive the
termination of this Amendment.
5. Information to be Furnished by the Trust
(a) The Trust has furnished or shall promptly furnish to BISYS
copies of the following, as amended and current as of the date
of this Amendment:
(i) The Fund Compliance Program or the various policies and
procedures of the Trust that have been adopted through the
date hereof which pertain to compliance matters that are
required to be covered by the Fund Compliance Program,
including the compliance programs of Service Providers other
than BISYS, as necessary under Rule 38a-1 for inclusion in the
Fund Compliance Program; and
(ii) The Trust DCPs.
(b) The Trust shall furnish BISYS written copies of any amendments
to, or changes in, any of the items referred to in Section
5(a) hereof, forthwith upon such amendments or changes
becoming effective. In addition, the Trust agrees that no
amendments will be made to the AML Program, the Fund
Compliance Program, or the Trust DCPs which might have the
effect of changing the procedures employed by BISYS in
providing the services agreed to hereunder or which amendment
might affect the duties of BISYS hereunder unless the Trust
first obtains BISYS's approval of such amendments or changes,
which approval shall not be withheld unreasonably.
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(c) BISYS may rely on all documents furnished to it by the Trust
and its agents in connection with the services to be provided
under this Amendment, including any amendments to or changes
in any of the items to be provided by the Trust pursuant to
Section 5(a), and shall be entitled to indemnification in
accordance with the Agreement with regard to such reliance.
The Trust represents and warrants that (i) the provision of certain
officers of the Trust by BISYS, as provided in Section 3 of this Amendment, has
been approved by the Board, and (ii) each of the individuals nominated by BISYS
as the Trust's AML Compliance Officer, Chief Compliance Officer, or Financial
Officer has been approved and appointed as an officer of the Trust by the Board.
6. Applicability of Terms of Services Agreement and Amendment; Term and
Termination
(a) Except as expressly provided in this Amendment, the services rendered under
this Amendment are subject to all of the terms and conditions set forth in the
Agreement, including those which are set forth in the section of the Agreement
entitled "Term" or which otherwise govern a termination of the Agreement.
(b) The compliance services to be rendered by BISYS under Section 1 of this
Amendment, including provision of an individual to serve as the Trust's Chief
Compliance Officer and AML Compliance Officer, (the "Compliance Services") shall
commence upon the date of this Amendment and shall continue in effect unless
earlier terminated pursuant to the terms of this Amendment. The Compliance
Services may be terminated by either party (i) upon thirty (30) days notice in
the event there is "cause," as defined in the Agreement, or (ii) by providing
the other party with ninety (90) days written notice of termination. If there is
a liquidated damages provision in the Agreement, it shall not be construed as
being applicable to the Compliance Services hereunder or the term set forth in
this Section 6(b), and the fees payable hereunder for Compliance Services shall
not be included in any calculation of liquidated damages under the Agreement.
(c) The obligations of BISYS set forth in Section 3(c) above shall terminate
automatically upon any termination of the transfer agency agreement between the
Trust and BISYS.
(d) Notwithstanding anything in this Amendment to the contrary, including but
not limited to the provisions of Section 6(b), all of the obligations of BISYS
hereunder shall terminate automatically upon any termination of the Agreement.
7. Miscellaneous
(a) This Amendment supplements and amends the Agreement. The provisions set
forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment;
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provided, however, that nothing in this Amendment shall affect any duties or
obligations of BISYS under any other agreement with the Trust.
(b) Each reference to the Agreement in the Agreement (as it existed prior to
this Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect (including,
without limitation, the term of the Agreement). No amendment or modification to
this Amendment shall be valid unless made in writing and executed by both
parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only and
are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an
original but all of which, taken together, shall constitute one and the same
agreement.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
USALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
By:
-------------------------------------------------
Name:
Title:
BISYS FUND SERVICES OHIO, INC.
By:
-------------------------------------------------
Name:
Title:
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SCHEDULE A
TO COMPLIANCE SERVICES AMENDMENT
TO THE SERVICES AGREEMENT
BETWEEN USALLIANZ VARIABLE
INSURANCE PRODUCTS FUND OF FUNDS TRUST
AND BISYS FUND SERVICES OHIO, INC.
Dated ____________ __, 2004
Additional Services Fees
Compliance Services provided under this Amendment:
$40,000 one-time implementation fee*
$75,000 annual fee per year
----------------------
* One half of the implementation fee is due upon the execution of this
Amendment. The balance shall be paid upon the initial approval by the Board of
the Fund Compliance Program prepared by BISYS, as contemplated in Section 1(b)
above.
All annual fees set forth above shall be payable in equal monthly installments.
Out of Pocket Expenses
The out of pocket expenses provided for under the Amendment are not included in
the above fees and shall also be paid to BISYS in accordance with the provisions
of the Amendment.
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