DISTRIBUTION AGREEMENT
AGREEMENT made this ____ day of _________, 2004, between USALLIANZ
VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST (the "Trust"), having an office
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and BISYS FUND SERVICES LIMITED
PARTNERSHIP ("Distributor"), having an office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is an open-end management investment company,
organized as a Delaware business trust and registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the
shares of beneficial interest ("Shares") of each series of the Trust, as listed
on Schedule A, and such series as are hereafter created (all of the foregoing
series individually referred to herein as a "Fund" and collectively as the
"Funds");
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Distributor.
1.1 Distributor will act as agent of Trust on behalf of each Fund for the
distribution of the Shares covered by the registration statement of Trust then
in effect under the Securities Act of 1933, as amended (the "Securities Act")
and the 1940 Act. As used in this Agreement, the term "registration statement"
shall mean the registration statement of the Trust and any amendments thereto,
then in effect, including Parts A (the Prospectus), B (the Statement of
Additional Information) and C of each registration statement, as filed on Form
N-1A, or any successor thereto, with the Commission, together with any
amendments thereto. The term "Prospectus" shall mean the then-current form of
Prospectus and Statement of Additional Information used by the Funds, in
accordance with the rules of the Commission, for delivery to shareholders and
prospective shareholders after the effective dates of the above-referenced
registration statements, together with any amendments and supplements thereto.
1.2 Distributor may solicit orders for the sale of the Shares and will undertake
such advertising and promotion as it believes reasonable in connection with such
solicitation. The Trust understands that Distributor is now and may in the
future be the distributor of the shares of many other investment companies or
series, including investment companies having investment objectives similar to
those of the Trust. The Trust further understands that shareholders and
potential shareholders in the Trust may invest in shares of such other
investment companies. The Trust agrees that Distributor's duties to other
investment companies shall not be deemed in conflict with its duties to the
Trust under this Section 1.2.
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1.3 Distributor shall engage in such activities as it deems appropriate in
connection with the promotion and sale of the Shares, which may include
advertising, compensation of underwriters, dealers and sales personnel, the
printing and mailing of Prospectuses to prospective shareholders other than
current shareholders, and the printing and mailing of sales literature.
Distributor may enter into dealer agreements and other selling agreements with
broker-dealers and other intermediaries.
1.4 In its capacity as distributor of the Shares, all activities of the
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all applicable rules and regulations promulgated by the Commission
thereunder, and all applicable rules and regulations adopted by any securities
association registered under the Securities Exchange Act of 1934 (the "Exchange
Act"), including, without limitation, being a member in good standing of the
National Association of Securities Dealers, Inc. and registered as a
broker-dealer under the Exchange Act.
1.5 Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent for the Funds, and may instruct
dealers and other intermediaries to transmit orders directly to the transfer
agent.
1.6 Whenever in their judgment such action is warranted by unusual market,
economic or political conditions or by abnormal circumstances of any kind, the
Trust's officers may upon reasonable notice instruct the Distributor to decline
to accept any orders for or make any sales of the Shares until such time as
those officers deem it advisable to accept such orders and to make such sales.
1.7 The Trust agrees to inform the Distributor from time to time of the states
in which the Fund or its administrator has registered or otherwise qualified
shares for sale, and the Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as the Distributor may designate.
1.8 The Trust shall furnish from time to time, for use in connection with the
sale of the Shares, such supplemental information with respect to the Funds and
the Shares as Distributor may reasonably request; and the Trust warrants that
the statements contained in any such supplemental information will fairly show
or represent what they purport to show or represent. The Trust shall also
furnish Distributor upon request with: (a) unaudited semi-annual financial
statements of the Funds, (b) a monthly itemized list of the securities in the
Funds, (c) monthly balance sheets as soon as practicable after the end of each
month, and (d) from time to time such additional information regarding the
financial condition of the Funds as the Distributor may reasonably request.
1.9 The Trust represents and warrants to Distributor that all registration
statements, and each Prospectus, filed by the Trust with the Commission under
the Securities Act and the 1940 Act shall be prepared in conformity with
requirements of said Acts and rules and regulations of the Commission
thereunder. The registration statement and Prospectus shall contain all
statements required to be stated therein in conformity with said Acts and the
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rules and regulations of the Commission thereunder, and all statements of fact
contained in any such registration statement and Prospectus are true and correct
in all material respects. Furthermore, neither any registration statement nor
any Prospectus includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of the Shares, provided that
the Trust makes no representation to the extent any such untrue statement or
omission was furnished in writing, or omitted from the relevant writing
furnished, as the case may be, to the Trust by the Distributor for use in the
registration statement or in corresponding statements made in the Prospectus.
The foregoing representations and warranties shall continue throughout the term
of this Agreement and be deemed to be of a continuing nature, applicable to all
Shares distributed hereunder. The Trust may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any Prospectus as, in the light
of future developments, may, in the opinion of the Trust's counsel, be necessary
or advisable. If the Trust shall not propose any amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Trust of a
written request from Distributor to do so, Distributor may, at its option,
terminate this Agreement. In such case, the Distributor will be held harmless
from, and indemnified by Trust for, any liability or loss resulting from the
failure to implement such amendment. The Trust shall not file any amendment to
any registration statement or supplement to any Prospectus without giving
Distributor reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the Trust's right to
file at any time such amendments to any registration statement and/or
supplements to any Prospectus, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
1.10 The Trust may use, or may request Distributor to use, an electronic
processing system over the internet in which electronically transmitted orders
are forwarded electronically for processing under circumstances in which
Distributor will not review the orders. Under such circumstances, the Trust
acknowledges and agrees that it will independently determine that any third
party used by the Trust to process orders is a satisfactory service provider and
that the Distributor's review will not be necessary.
1.11 The Trust authorizes the Distributor and dealers to use any Prospectus in
the form furnished by the Trust from time to time in connection with the sale of
the Shares.
1.12 The Distributor may utilize agents in its performance of its services and,
with prior notice to the Trust, appoint in writing other parties qualified to
perform specific administration services reasonably acceptable to the Trust
(individually, a "Sub-Agent") to carry out some or all of its responsibilities
under this Agreement; provided, however, that a Sub-Agent shall be the agent of
the Distributor and not the agent of the Trust, and that the Distributor shall
be fully responsible for the acts of such Sub-Agent and shall not be relieved of
any of its responsibilities hereunder by the appointment of a Sub-Agent.
1.13 The Distributor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or negligence on the Distributor's part in the performance of its
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duties, from reckless disregard by the Distributor of its obligations and duties
under this Agreement, or from the Distributor's failure to comply with laws,
rules and regulations applicable to it in connection with its activities
hereunder. The Trust agrees to indemnify, defend and hold harmless the
Distributor, its officers, partners, employees, and any person who controls the
Distributor within the meaning of Section 15 of the Securities Act
(collectively, "Distributor Indemnitees"), from and against any and all claims,
demands, liabilities and expenses (including the reasonable cost of
investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) (collectively,
"Claims") which the Distributor Indemnitees may incur under the Securities Act
or under common law or otherwise (a) as the result of the Distributor acting as
distributor of the Funds and entering into selling agreements, participation
agreements, shareholder servicing agreements or similar agreements with
financial intermediaries on behalf of the Trust; (b) arising out of or based
upon (i) any untrue statement, or alleged untrue statement, of a material fact
contained in any registration statement or any Prospectus, (ii) any omission, or
alleged omission, to state a material fact required to be stated in any
registration statement or any Prospectus or necessary to make the statements
therein not misleading, or (iii) any untrue statement or alleged untrue
statement of a material fact in any Trust-related advertisement or sales
literature, or any omission or alleged omission to state a material fact
required to be stated therein to make the statements therein not misleading, in
either case notwithstanding the exercise of reasonable care in the preparation
or review thereof by the Distributor; or (c) arising out of or based upon the
electronic processing of orders over the internet at the Trust's request;
provided, however, that the Trust's agreement to indemnify the Distributor
Indemnitees pursuant to this Section 1.13 shall not be construed to cover any
Claims (A) pursuant to subsection (b) above to the extent such untrue statement,
alleged untrue statement, omission, or alleged omission, was furnished in
writing, or omitted from the relevant writing furnished, as the case may be, to
the Trust by the Distributor for use in the registration statement or in
corresponding statements made in the Prospectus, advertisement or sales
literature; (B) arising out of or based upon the willful misfeasance, bad faith
or negligence of the Distributor in the performance of its duties or the
Distributor's reckless disregard of its obligations and duties under this
Agreement; or (C) arising out of or based upon the Distributor's failure to
comply with laws, rules and regulations applicable to it in connection with its
activities hereunder.
In the event of a Claim for which the Distributor Indemnitees may be
entitled to indemnification hereunder, the Distributor shall provide the Trust
with written notice of the Claim, identifying the persons against whom such
Claim is brought, promptly following receipt of service of the summons or other
first legal process, and in any event within ten (10) days of such receipt. The
Trust will be entitled to assume the defense of any suit brought to enforce any
such Claim if such defense shall be conducted by counsel of good standing chosen
by the Trust and approved by the Distributor, which approval shall not be
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unreasonably withheld. In the event any such suit is not based solely on an
alleged untrue statement, omission, or wrongful act on the Trust's part, the
Distributor shall have the right to participate in the defense. In the event the
Trust elects to assume the defense of any such suit and retain counsel of good
standing so approved by the Distributor, the Distributor Indemnitees in such
suit shall bear the fees and expenses of any additional counsel retained by any
of them, but in any case where the Trust does not elect to assume the defense of
any such suit or in case the Distributor reasonably withholds approval of
counsel chosen by the Trust, the Trust will reimburse the Distributor
Indemnitees named as defendants in such suit, for the reasonable fees and
expenses of any counsel retained by them to the extent related to a Claim
covered under this Section 1.13. The Trust's indemnification agreement contained
in this Section 1.13 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Distributor
Indemnitees, and shall survive the delivery of any Shares.
1.14 The Distributor agrees to indemnify, defend and hold harmless the Trust,
its officers, Trustees, employees, and any person who controls the Trust within
the meaning of Section 15 of the Securities Act (collectively, Trust
Indemnitees), from and against any and all Claims which the Trust Indemnitees
may incur under the Securities Act or under common law or otherwise arising out
of or based upon (a) any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement, Prospectus, or
Trust-related advertisement or sales literature, or upon any omission or alleged
omission to state a material fact in such materials that would be necessary to
make the information therein not misleading, which untrue statement, alleged
untrue statement, omission, or alleged omission, was furnished in writing, or
omitted from the relevant writing furnished, as the case may be, to the Trust by
the Distributor for use in the registration statement or in corresponding
statements made in the Prospectus, or advertisement or sales literature; (b) the
willful misfeasance, bad faith or negligence of the Distributor in the
performance of its duties, or the Distributor's reckless disregard of its
obligations and duties under this Agreement, or (c) the Distributor's failure to
comply with laws, rules and regulations applicable to it in connection with its
activities hereunder (other than in respect of Trust-related advertisements or
sales literature that fails to comply with applicable laws notwithstanding the
exercise of reasonable care in the preparation and review thereof by the
Distributor).
In the event of a Claim for which the Trust Indemnitees may be entitled
to indemnification hereunder, the Trust shall provide the Distributor with
written notice of the Claim, identifying the persons against whom such Claim is
brought, promptly following receipt of service of the summons or other first
legal process, and in any event within ten (10) days of such receipt. The
Distributor will be entitled to assume the defense of any suit brought to
enforce any such Claim if such defense shall be conducted by counsel of good
standing chosen by the Distributor and approved by the Trust, which approval
shall not be unreasonably withheld. In the event any such suit is not based
solely on an alleged untrue statement, omission, or wrongful act on the
Distributor's part, the Trust shall have the right to participate in the
defense. In the event the Distributor elects to assume the defense of any such
suit and retain counsel of good standing so approved by the Trust, the Trust
Indemnitees in such suit shall bear the fees and expenses of any additional
counsel retained by any of them, but in any case where the Distributor does not
elect to assume the defense of any such suit or in case the Trust reasonably
withholds approval of counsel chosen by the Distributor, the Distributor will
reimburse the Trust Indemnitees named as defendants in such suit, for the
reasonable fees and expenses of any counsel retained by them to the extent
related to a Claim covered under this Section 1.14. The Distributor's
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indemnification agreement contained in this Section 1.14 shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Trust Indemnitees, and shall survive the delivery of any Shares.
1.15 No Shares shall be offered by either the Distributor or the Trust under any
of the provisions of this Agreement and no orders for the purchase or sale of
Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current Prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission, provided, however, that
nothing contained in this Section 1.15 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
any shareholder in accordance with the provisions of the Trust's Prospectus,
Agreement and Declaration of Trust, or Bylaws.
1.16 The Trust agrees to advise the Distributor as soon as reasonably practical
by a notice in writing delivered to the Distributor:
(a) of any request by the Commission for amendments to the
registration statement or Prospectus then in effect or
for additional information;
(b) in the event of the issuance by the Commission of any
stop order suspending the effectiveness of the
registration statement or Prospectus then in effect or
the initiation by service of process on the Trust of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration
statement or Prospectus then in effect or which requires
the making of a change in such registration statement or
Prospectus in order to make the statements therein not
misleading; and
(d) of any action of the Commission with respect to any
amendment to any registration statement or Prospectus
which may from time to time be filed with the
Commission, which could reasonably be expected to have a
material negative impact upon the offering of Shares.
For purposes of this section, informal requests by or acts of the Staff
of the Commission shall not be deemed actions of or requests by the Commission
unless they would reasonably be expected to have a material negative impact upon
the offering of Shares.
1.17 The Distributor agrees on behalf of itself and its officers and employees
to treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and its prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld, but such approval shall not be required where the
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Distributor may be exposed to civil or criminal liability for failure to
disclose such information, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
1.18 Each party hereto represents to the other that (i) the execution, delivery
and performance of this Agreement are within such party's corporate (or
equivalent) powers and (ii) this Agreement has been duly authorized by such
party and, when executed and delivered, will constitute such party's legal,
valid and binding obligation, enforceable against such party in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the rights and remedies of creditors
and secured parties.
2. Fee.
The Distributor shall receive from any Funds identified in any
Distribution Plan adopted by the Trust from time to time (the "Distribution Plan
Funds") a distribution fee at the rate and upon the terms and conditions set
forth in such Distribution Plan ("Distribution Fee"). The Distribution Fee shall
be accrued daily and shall be paid on the first business day of each month, or
at such time(s) as the Distributor shall reasonably request. The services
rendered by the Distributor for which the Distributor is entitled to receive a
Distribution Fee shall be deemed to have been completed at the time of the
initial sale of the Shares taken into account in computing the Distribution Fee,
and with respect to such Shares, the Distributor shall be paid the Distribution
Fee regardless of a termination of the Distributor as principal underwriter of
the Shares of the relevant Distribution Plan Funds, or any termination of this
Agreement other than a complete termination of the relevant Distribution Plan.
Except as provided by Rule 12b-1 under the 1940 Act and the terms of any
Distribution Plan, as concerns continuation of the Distribution Plan and
termination of the Distribution Plan under certain circumstances, the relevant
Fund's obligation to pay the Distribution Fees to the Distributor, when
applicable as provided in the foregoing provisions of this Section 2, shall be
absolute and unconditional and shall not be subject to any dispute, offset,
counterclaim or defense whatsoever.
3. Sale and Payment.
3.1 Shares of a Fund may be subject to a sales load and may be subject to the
imposition of a distribution fee pursuant to the Distribution Plan referred to
above. To the extent that Shares of a Fund are sold at an offering price which
includes a sales load or subject to a contingent deferred sales load with
respect to certain redemptions (either within a single class of Shares or
pursuant to two or more classes of Shares), such Shares shall hereinafter be
referred to collectively as "Load Shares" (and in the case of Shares that are
sold with a front-end sales load, "Front-end Load Shares", or Shares that are
sold subject to a contingent deferred sales load, "CDSL Shares"). Funds that
issue Front-End Load Shares shall hereinafter be referred to collectively as
"Front-End Load Funds." Funds that issue CDSL Shares shall hereinafter be
referred to collectively as "CDSL Funds." Front-end Load Funds and CDSL Funds
may individually or collectively be referred as "Load Funds." Under this
Agreement, the following provisions shall apply with respect to the sale of, and
payment for, Load Shares.
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3.2 The Distributor shall have the right to offer Load Shares at their net asset
value and to sell such Load Shares to the public against orders therefor at the
applicable public offering price, as defined in Section 4 hereof. The
Distributor shall also have the right to sell Load Shares to dealers against
orders therefor at the public offering price less a concession determined by the
Distributor, which concession shall not exceed the amount of the sales charge or
underwriting discount, if any, referred to in Section 4 below.
3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on
the order of, the Distributor, the Distributor shall pay or cause to be paid to
the Load Fund or to its order an amount in New York cleared funds equal to the
applicable net asset value of such Shares. The Distributor may retain so much of
any sales charge or underwriting discount as is not allowed by the Distributor
as a concession to dealers.
4. Public Offering Price.
The public offering price of a Share shall be the net asset value of
such Share next determined, plus any applicable sales charge, all as set forth
in the current Prospectus of the relevant Fund. The net asset value of Shares
shall be determined in accordance with the then-current Prospectus of the
relevant Fund.
5. Issuance of Shares.
The Trust reserves the right to issue, transfer or sell Load Shares at
net asset values (a) in connection with the merger or consolidation of the Trust
or the Load Fund(s) with any other investment company or the acquisition by the
Trust or the Load Fund(s) of all or substantially all of the assets or of the
outstanding Shares of any other investment company; (b) in connection with a pro
rata distribution directly to the holders of Shares in the nature of a stock
dividend or split; (c) upon the exercise of subscription rights granted to the
holders of Shares on a pro rata basis; (d) in connection with the issuance of
Load Shares pursuant to any exchange and reinvestment privileges described in
any then-current Prospectus of the Load Fund; and (e) otherwise in accordance
with any then-current Prospectus of the Load Fund.
6. Term, Duration and Termination.
This Agreement shall become effective with respect to each Fund as of
the date first written above (the "Effective Date") (or, if a particular Fund is
not in existence on such date, on the earlier of the date an amendment to
Schedule A to this Agreement relating to that Fund is executed or the
Distributor begins providing services under this Agreement with respect to such
Fund) and, unless sooner terminated as provided herein, shall continue for a two
year period following the Effective Date. Thereafter, if not terminated, this
Agreement shall continue with respect to a particular Fund automatically for
successive one-year terms, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Trust's Board of Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting for the purpose of voting
on such approval and (b) by the vote of the Trust's Board of Trustees or the
vote of a majority of the outstanding voting securities of such Fund. This
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Agreement is terminable without penalty with sixty days' prior written notice,
by the Trust's Board of Trustees, by vote of a majority of the outstanding
voting securities of the Trust, or by the Distributor. This Agreement will also
terminate automatically in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meaning as ascribed to
such terms in the 1940 Act.)
7. Privacy.
Nonpublic personal financial information relating to consumers or
customers of the Funds provided by, or at the direction of, the Trust to the
Distributor, or collected or retained by the Distributor to perform its duties
as distributor, shall be considered confidential information. The Distributor
shall not disclose or otherwise use any nonpublic personal financial information
relating to present or former shareholders of the Funds other than for the
purposes for which that information was disclosed to the Distributor, including
use under an exception in Rules 13, 14 or 15 of Securities and Exchange
Commission Regulation S-P in the ordinary course of business to carry out those
purposes. The Distributor shall have in place and maintain physical, electronic
and procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of, records and information relating to consumers and customers of the Funds.
The Trust represents to the Distributor that it has adopted a Statement of its
privacy policies and practices as required by Securities and Exchange Commission
Regulation S-P and agrees to provide the Distributor with a copy of that
statement annually.
8. Anti-Money Laundering Compliance.
8.1 Each of Distributor and the Trust acknowledges that it is a financial
institution subject to the USA Patriot Act of 2001 and the Bank Secrecy Act
(collectively, the "AML Acts"), which require, among other things, that
financial institutions adopt compliance programs to guard against money
laundering. Each represents and warrants to the other that it is in compliance
with and will continue to comply with the AML Acts and applicable regulations in
all relevant respects. The Distributor shall also provide written notice to each
person or entity with which it entered an agreement prior to the date hereof
with respect to sale of the Trust's Shares, such notice informing such person of
anti-money laundering compliance obligations applicable to financial
institutions under applicable laws and, consequently, under applicable
contractual provisions requiring compliance with laws.
8.2 The Distributor shall include specific contractual provisions regarding
anti-money laundering compliance obligations in agreements entered into by the
Distributor with any dealer that is authorized to effect transactions in Shares
of the Trust.
8.3 Each of Distributor and the Trust agrees that it will take such further
steps, and cooperate with the other as may be reasonably necessary, to
facilitate compliance with the AML Acts, including but not limited to the
provision of copies of its written procedures, policies and controls related
thereto ("AML Operations"). Distributor undertakes that it will grant to the
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Trust, the Trust's anti-money laundering compliance officer and regulatory
agencies, reasonable access to copies of Distributor's AML Operations, books and
records pertaining to the Trust only. It is expressly understood and agreed that
the Trust and the Trust's compliance officer shall have no access to any of
Distributor's AML Operations, books or records pertaining to other clients of
Distributor.
9. Notices.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to the Trust, to it at USAllianz Variable Insurance
Products Fund of Funds Trust, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇; and if to Distributor, to it at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Broker Dealer Chief Compliance Officer, or at
such other address as such party may from time to time specify in writing to the
other party pursuant to this Section.
10. Governing Law and Matters Relating to the Trust as a Massachusetts Business
Trust
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of Massachusetts, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind only the
trust property of the Trust. The execution and delivery of this Agreement have
been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Trust, acting as such, and neither
such authorization by the Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on them personally, but shall bind only the trust property
of the Trust as provided in the Trust's Declaration of Trust.
* * * * * *
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written above.
USALLIANZ VARIABLE INSURANCE PRODUCTS BISYS FUND SERVICES LIMITED PARTNERSHIP
FUND OF FUNDS TRUST By: BISYS FUND SERVICES, INC.,
its general partner
By: By:
_____________________________ ____________________________________
Name: Name:
Title: Title:
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SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN USALLIANZ VARIABLE INSURANCE
PRODUCTS FUND OF FUNDS TRUST
AND BISYS FUND SERVICES LIMITED PARTNERSHIP
Funds
USAZ Fusion Balanced Fund
USAZ Fusion Moderate Fund
USAZ Fusion Growth Fund
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