USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

                         PORTFOLIO MANAGEMENT AGREEMENT

         AGREEMENT,  made this ____ day of _______,  2004 by and among USAllianz
Advisers, LLC (the "Manager"),  USAllianz Variable Insurance Products Trust (the
"Trust"), and Founders Asset Management LLC ("Portfolio Manager").

         WHEREAS,  the Trust is a Delaware  business  trust of the  series  type
organized  under an Agreement and  Declaration of Trust dated July 13, 1999 (the
"Declaration")  and is registered  under the Investment  Company Act of 1940, as
amended (the "1940  Act"),  as an open-end,  management  series-type  investment
company;

         WHEREAS,  the Manager has been  appointed by the Trust,  pursuant to an
investment  management  agreement dated April 27, 2001  ("Investment  Management
Agreement"),  to act as  investment  manager  to the  series of the  Trust  (the
"Managed Funds");

         WHEREAS,  the Manager wishes to retain the Portfolio  Manager to render
portfolio  management services to the Trust with respect to the portfolio(s) set
forth in Exhibit A hereto (the  "Fund(s)") and the Portfolio  Manager is willing
to furnish such services;

         WHEREAS,  the Portfolio Manager is registered as an investment  adviser
under the Investment Advisers Act of 1940, as amended ("Advisers Act");

         NOW THEREFORE,  in  consideration  of the promises and mutual covenants
herein contained,  it is agreed between the Manager and the Portfolio Manager as
follows:

         1.  APPOINTMENT.  Pursuant  to  authority  granted  in  the  Investment
Management  Agreement and with the approval of the Trustees,  the Manager hereby
appoints the Portfolio  Manager,  to act as  subadviser  for the Fund(s) for the
periods and on the terms set forth in this  Agreement.  The Adviser accepts such
appointment  and  agrees to furnish  the  services  herein  set  forth,  for the
compensation herein provided.

         2. PORTFOLIO  MANAGEMENT DUTIES.  Subject to the overall supervision of
the  Trustees  of the Trust and the  Manager,  the  Portfolio  Manager is hereby
granted full responsibility and discretion,  with respect to such portion of the
assets of the Fund(s) as shall be allocated to it by the Manager for  management
pursuant  to  this  Agreement  from  time to time  (the  "Assets"),  for (a) the
management of the Assets in accordance  with the Fund's  investment  objectives,
policies and limitations as stated in its prospectus and Statement of Additional
Information  included as part of the Trust's  registration  statement filed with
the Securities and Exchange Commission ("SEC"), as they may be amended from time
to time  ("Registration  Statement"),  copies of which  shall be provided to the
Portfolio  Manager by the Manager;  and (b) the  placement of orders to purchase
and sell securities for the Fund. At the request of the Trustees or the Manager,
the  Portfolio  Manager  shall  report to the Board of  Trustees of the Trust or
Manager  regularly  at such times and in such detail as the Board or Manager may
from  time to  time  determine  to be  appropriate.  The  Manager  has  herewith
furnished  the  Portfolio  Manager  copies  of the  Fund's  current  Prospectus,
Statement of Additional  Information,  Declaration  and Bylaws and agrees during
the continuance of this Agreement to furnish the Portfolio Manager copies of any
amendments  or  supplements  thereto  before  or at the time the  amendments  or
supplements become effective.  The Portfolio Manager will be entitled to rely on
all such documents furnished to it by the Manager or the Trust.

         The Portfolio  Manager  further  agrees that, in performing  its duties
hereunder, it will:

     (a) comply with the 1940 Act and all rules and regulations thereunder,  the
Advisers  Act, the Internal  Revenue Code (the "Code") and all other  applicable
federal  and state  laws and  regulations,  and with any  applicable  procedures
adopted by the Trustees;

     (b) use  reasonable  efforts to manage the Assets,  and to  coordinate  its
activities  with the Manager and any other  adviser of the  applicable  Fund, so
that the Fund will qualify,  and continue to qualify, as a regulated  investment
company under Subchapter M of the Code and regulations issued thereunder;

     (c) place orders for the investment of the Assets directly with the issuer,
or with any broker or dealer, in accordance with applicable  policies  expressed
in the prospectus and/or Statement of Additional Information with respect to the
Fund and in accordance  with applicable  legal  requirements.  Specifically,  in
executing  portfolio  transactions and selecting  broker-dealers,  the Portfolio
Manager will use its best efforts to seek best execution on behalf of each Fund.
In assessing the best  execution  available for any  transaction,  the Portfolio
Manager shall consider all factors it deems  relevant,  including the breadth of
the market in the security,  the price of the security,  the financial condition
and  execution  capability  of  the  broker-dealer,  the  reasonableness  of the
commission, if any (all for the specific transaction and on a continuing basis).
In evaluating the best execution  available,  and in selecting the broker-dealer
to execute a particular transaction, the Portfolio Manager may also consider the
brokerage and research services (as those terms are used in Section 28(e) of the
Securities  and Exchange Act of 1934)  provided to a Fund and /or other accounts
over  which the  Portfolio  Manager or an  affiliate  of the  Portfolio  Manager
exercises  investment  discretion.  The Portfolio Manager is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commissions  another   broker-dealer  would  have  charged  for  effecting  that
transaction if, but only if the Portfolio Manager  determines in good faith that
such  commission  was  reasonable  in relation to the value of the brokerage and
research  services  provided  by such  broker-dealer  viewed  in  terms  of that
particular  transaction or in terms of all of the accounts over which investment
discretion is so exercised.

Provided the  investment  objectives of the Fund and  applicable law are adhered
to, the Portfolio  Manager may aggregate sale and purchase  orders of securities
and  other  investments  held  in  the  Fund  with  similar  orders  being  made
simultaneously  for other  accounts  managed  by the  Portfolio  Manager or with
accounts of affiliates of the Portfolio Manager,  if in the Portfolio  Manager's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund,  taking  into  consideration  an  advantageous  selling or purchase
price,  brokerage  commissions  and other  expenses,  and  beneficial  timing of
transactions, or a combination of these and other factors;

     (d)  furnish to the Trust,  the  Manager  and any other  portfolio  manager
whatever statistical information the Trust , the Manager or such other portfolio
manager  may  reasonably  request  with  respect to the  Assets or  contemplated
investments;  keep the  Manager and the  Trustees  and,  as  appropriate,  other
portfolio  managers  informed of  developments  materially  affecting the Fund's
portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust,
the Manager or other  portfolio  manager from time to time whatever  information
the Portfolio Manager believes appropriate for this purpose;

     (e) make available to the Trust's administrator (the "Administrator"),  the
Trust or the Manager, promptly upon their request, such copies of its investment
records  and ledgers  with  respect to the Fund as may be required to assist the
Administrator, the Trust or the Manager in their compliance with applicable laws
and regulations.  The Portfolio Manager will furnish the Trustees or the Manager
with such periodic and special reports regarding the Fund as the Trustees or the
Manager may reasonably request;

     (f)  immediately  notify  the Trust and the  Manager  in the event that the
Portfolio  Manager  or any of their  affiliates:  (1)  becomes  aware that it is
subject to a statutory disqualification that prevents the Portfolio Manager from
serving as a subadviser pursuant to this Agreement; or (2) becomes aware that it
is the subject of an administrative  proceeding or enforcement action by the SEC
or other regulatory  authority.  The Portfolio  Manager further agrees to notify
the  Trust  and the  Manager  immediately  of any  material  fact  known  to the
Portfolio  Manager  respecting or relating to the Portfolio  Manager that is not
contained  in the Trust's  Registration  Statement  regarding  the Fund,  or any
amendment or supplement  thereto,  but that is required to be disclosed therein,
and of any  statement  contained  therein  that  becomes  untrue in any material
respect;

     (g) in making  investment  decisions  with  respect to the  Assets,  use no
material  non-public  information  that  may  be in  its  possession  or in  the
possession  of any of its  affiliates,  nor will the  Portfolio  Manager seek to
obtain any such information.

     (h)  disclose  portfolio  holdings  to no one other than the  Manager,  the
Trust, or the Administrator.

         Except as otherwise  provided in this Agreement,  the Portfolio Manager
shall not be  responsible  hereunder  for  compliance  monitoring,  reporting or
testing  or for  preparing  or  maintaining  books and  records  for the Fund or
otherwise  providing  accounting services to the Fund and such services shall be
provided by others retained by the Fund. The Portfolio Manager shall have access
to such reports and records to assist it in performing its services hereunder.

         The  Portfolio  Manager  shall not be  responsible  for pursuing  legal
causes  of  action  that may be  based on the  purchase,  sale or  holding  of a
security by a Fund. The Portfolio Manager shall, however,  provide notice to the
Manager of any such potential  claim and provide  reasonable  cooperation to the
Manager in any possible proceeding.

         3. BANKING AND CUSTODY  ACCOUNTS.  The  Portfolio  Manager shall not be
required  to provide or arrange  for  banking  accounts  for the Fund or to hold
money or  assets  on the  Fund's  behalf.  The  Portfolio  Manager  shall not be
required  to act as the  registered  holder of any  investment  or to provide or
procure  any custody or  settlement  services in  connection  with its  services
hereunder.  The Fund has entered into one or more  agreements  with providers of
banking and custody  services  (Custodians)  whom the Fund will authorize to act
upon  instructions  from properly  authorized  representatives  of the Portfolio
Manager, in connection with its services  hereunder,  directing the Custodian(s)
to pay,  deliver or receive cash and  securities in  settlement of  transactions
authorized  by  the  Portfolio   Manager  on  the  Fund's  behalf.   The  Fund's
agreement(s)  with such Custodian(s) will require the Custodian(s) to settle all
transactions directed by the Portfolio Manager on the Fund's behalf.

         4. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise specifically
provided in this section 4, the Portfolio Manager shall pay the compensation and
expenses of all its  directors,  officers and  employees  who serve as Trustees,
officers and executive  employees of the Trust  (including  the Trust's share of
payroll taxes), and the Portfolio Manager shall make available,  without expense
to the Fund,  the services of its  directors,  officers and employees who may be
duly  elected  officers or Trustees  of the Trust,  subject to their  individual
consent to serve and to any limitations imposed by law.

         The Portfolio  Manager shall not be required to pay any expenses of the
Trust or the Fund other  than  those  specifically  allocated  to the  Portfolio
Manager in this section 4. In particular, but without limiting the generality of
the foregoing,  the Portfolio  Manager shall not be  responsible,  except to the
extent of the reasonable  compensation  of such of the Trust's  employees as are
officers or employees of the Portfolio  Manager whose  services may be involved,
for the following  expenses of the Trust or the Fund:  organization and offering
expenses of the Trust and the Fund (including  out-of-pocket  expenses,  but not
including the Portfolio  Manager's overhead and employee costs); fees payable to
or expenses of other  advisers or  consultants;  legal  expenses;  auditing  and
accounting expenses; interest expenses; telephone, telex, facsimile, postage and
other  communications  expenses;  taxes and  governmental  fees;  fees, dues and
expenses incurred by or with respect to the Trust or the Fund in connection with
membership in investment company trade organizations;  costs of insurance;  fees
and expenses of the Trust's  Administrator  or of any  custodian,  subcustodian,
transfer  agent,  registrar,  or dividend  disbursing  agent of the Trust or the
Fund;  payments for portfolio  pricing or valuation  services to pricing agents,
accountants, bankers and other specialists, if any; other expenses in connection
with the  issuance,  offering,  distribution,  redemption  or sale of securities
issued by the Fund; expenses relating to investor and public relations; expenses
of registering and qualifying  shares of the Fund for sale;  freight,  insurance
and other  charges in  connection  with the  shipment  of the  Fund's  portfolio
securities;  brokerage  commissions  or other costs of acquiring or disposing of
any portfolio  securities or other assets of the Fund, or of entering into other
transactions  or engaging in any investment  practices with respect to the Fund;
expenses of printing and  distributing  prospectuses,  Statements  of Additional
Information, reports, notices and dividends to shareholders; costs of preparing,
printing and filing documents with regulatory agencies;  costs of stationery and
other office  supplies;  expenses of any  litigation or other  extraordinary  or
nonrecurring  events and expenses  relating to the  issuance,  registration  and
qualification  of the  shares  of the  Fund;  costs of  shareholders'  and other
meetings;  the  compensation  and all expenses  (specifically  including  travel
expenses  relating  to the  business  of the  Trust or the  Fund)  of  officers,
Trustees  and  employees  of the Trust  who are not  interested  persons  of the
Portfolio  Manager;  and travel expenses (or an appropriate  portion thereof) of
officers or Trustees of the Trust who are  officers,  directors  or employees of
the Portfolio  Manager to the extent that such expenses  relate to attendance at
meetings of the Board of Trustees  of the Trust , or any  committees  thereof or
advisory group thereto or other business of the Trust or the Funds.

         5. COMPENSATION. As compensation for the services provided and expenses
assumed by the Portfolio Manager under this Agreement,  the Manager,  out of its
fees from the Fund pursuant to the Investment Management Agreement, will pay the
Portfolio Manager at the end of each calendar month an investment management fee
computed  daily at an annual rate equal to the percentage of each Fund's average
daily net assets  specified in Exhibit A hereto.  The "average daily net assets"
shall mean the average of the values  placed on the net Assets as of the time at
which,  and on such days as, the Fund lawfully  determines  the value of its net
assets in accordance  with the  prospectus  or  otherwise.  The value of the net
Assets,  and of the net assets of the Fund, shall always be determined  pursuant
to the applicable provisions of the Declaration and the Registration  Statement.
If, pursuant to such provisions, the determination of net asset value for a Fund
is suspended  for any  particular  business  day,  then for the purposes of this
section 5, the value of the net Assets as last determined  shall be deemed to be
the value of the net Assets as of the close of  regular  trading on the New York
Stock  Exchange,  or as of such other time as the value of the net assets of the
Fund's portfolio may lawfully be determined,  on that day. If the  determination
of the net asset  value of the  shares of the Fund has been so  suspended  for a
period  including any month end when the  Portfolio  Manager's  compensation  is
payable  pursuant to this  section,  then the Portfolio  Manager's  compensation
payable at the end of such month  shall be computed on the basis of the value of
the net Assets as last determined  (whether  during or prior to such month).  If
the Fund  determines the value of the net assets of its portfolio more than once
on any day,  then the last such  determination  thereof  with respect to the net
Assets on that day shall be deemed to be the sole determination  thereof on that
day with  respect to the net Assets for the  purposes of this  section 5. If the
Portfolio  Manager  serves  less than the  whole of any  period  specified,  its
compensation  will be prorated.  The Portfolio Manager may from time to time and
for such periods as deemed  appropriate  reduce its  compensation  to the extent
that the Fund's expenses exceed such lower expense as the Manager may, by notice
to the Trust, voluntarily declare to be effective.

         6. BOOKS AND RECORDS.  The  Portfolio  Manager  agrees to maintain such
books and records  with  respect to its  services to the Fund as are required by
Section  31 under  the 1940  Act,  and rules  adopted  thereunder,  and by other
applicable legal provisions, and to preserve such records for the periods and in
the manner required by that Section,  and those rules and legal provisions.  The
Portfolio  Manager also agrees that records it maintains and preserves  pursuant
to Rules 31a-1 and 31a-2 under the 1940 Act and otherwise in connection with its
services  hereunder  are the  property  of the  Trust  and  will be  surrendered
promptly to the Trust upon its request.  The Portfolio  Manager  further  agrees
that it will furnish to regulatory  authorities  having the requisite  authority
any information or reports in connection  with its services  hereunder which may
be requested in order to determine  whether the  operations of the Trust and the
Fund are being conducted in accordance with applicable laws and regulations.

         7. STANDARD OF CARE AND LIMITATION OF LIABILITY.  The Portfolio Manager
shall exercise its best judgment in rendering the services  provided by it under
this  Agreement.  The  Portfolio  Manager  shall not be liable  for any error of
judgment or mistake of law or for any loss  suffered by the Trust or the Fund or
the holders of the Fund's  shares in  connection  with the matters to which this
Agreement  relates,  provided that nothing in this Agreement  shall be deemed to
protect or purport to protect the Portfolio Manager against any liability to the
Trust,  the Fund or to  holders  of the  Fund's  shares to which  the  Portfolio
Manager would otherwise be subject by reason of willful  misfeasance,  bad faith
or gross negligence on its part in the performance of its duties or by reason of
the Portfolio  Manager's  reckless disregard of its obligations and duties under
this Agreement.  As used in this Section 7, the term  "Portfolio  Manager" shall
include any officers, directors,  employees or other affiliates of the Portfolio
Manager performing services with respect to the Trust or the Fund.

     8.SERVICES  NOT  EXCLUSIVE.  It is  understood  that  the  services  of the
Portfolio  Manager are not exclusive,  and that nothing in this Agreement  shall
prevent  the  Portfolio   Manager  from  providing  similar  services  to  other
investment  companies or to other series of investment companies (whether or not
their  investment  objectives  and  policies are similar to those of the Fund or
another Fund of the Trust) or from engaging in other  activities,  provided such
other  services  and  activities  do not,  during  the  term of this  Agreement,
interfere in a material manner with the Portfolio  Manager's ability to meet its
obligations to the Trust, the Manager and the Fund hereunder.

The  Manager  and the  Trust  acknowledge  that the  Portfolio  Manager  and its
officers,  affiliates, and employees, and the Portfolio Manager's other clients,
may at any time have, acquire,  increase,  decrease,  or dispose of positions in
investments  which are at the same time being  acquired  for or disposed of from
the Fund. The Portfolio Manager shall have no obligation to acquire for the Fund
a position in any  investment  which the  Portfolio  Manager  and its  officers,
affiliates  or  employees  may acquire for its or their own  accounts or for the
account of another  client,  if in the  reasonable  discretion  of the Portfolio
Manager,  it is not  feasible  or  desirable  to  acquire  a  position  in  such
investment for the Fund.

The Manager and the Trust acknowledge that the Portfolio Manager may give advice
and take  action  with  respect to any of their  other  clients or for their own
account  which may  differ  from the  timing  or  nature of action  taken by the
Portfolio  Manager  with  respect  to the  Funds.  The  Manager  and  the  Trust
acknowledge  that the  performance of a Fund may differ from the  performance of
other accounts or investment companies managed by the Portfolio Manager and that
the  Portfolio  Manager is not expected to replicate  the holdings or returns of
any other account or fund that the Portfolio Manager manages.

When the  Portfolio  Manager  recommends  the purchase or sale of a security for
other investment companies and other clients, and at the same time the Portfolio
Manager recommends the purchase or sale of the same security for the Fund, it is
understood  that in light of its fiduciary duty to the Fund,  such  transactions
will  be  executed  on a basis  that  is fair  and  equitable  to the  Fund.  In
connection  with  purchases or sales of portfolio  securities for the account of
the Fund,  neither the Portfolio  Manager nor any of its  Trustees,  officers or
employees  shall act as a principal or agent or receive any  commission.  If the
Portfolio  Manager  provides any advice to its clients  concerning the shares of
the Fund or other funds of the Trust, the Portfolio  Manager shall act solely as
investment  counsel for such  clients and not in any way on behalf of the Trust,
the Fund or another fund of the Trust.

         9. DURATION AND  TERMINATION.  This Agreement  shall continue in effect
for two  years  from the date set  forth  above and  thereafter  shall  continue
automatically  for  successive  annual  periods,  provided such  continuance  is
specifically approved at least annually by (i) the Trustees or (ii) by vote of a
"majority"  (as  defined  in the  1940  Act) of the  Fund's  outstanding  voting
securities  (as  defined in the 1940  Act),  provided  that in either  event the
continuance  is also  approved by a majority of the Trustees who are not parties
to this  Agreement or  "interested  persons" (as defined in the 1940 Act) of any
party to this  Agreement,  by vote cast in person  at a meeting  called  for the
purpose  of  voting  on  such  approval.  Notwithstanding  the  foregoing,  this
Agreement may be terminated: (a) at any time without penalty (i) by the Manager,
(ii) by the Trust upon the vote of a majority  of the  Trustees or (iii) by vote
of the majority of the Fund's  outstanding  voting  securities,  each upon sixty
(60) days'  written  notice to the  Portfolio  Manager;  or (b) by the Portfolio
Manager at any time without penalty, upon sixty (60) days' written notice to the
Trust or the Manager.  This Agreement will also terminate  automatically  in the
event of its assignment (as defined in the 1940 Act).

         10.  AMENDMENTS.  Except as  otherwise  provided by  applicable  law or
regulatory  relief,  no  provision  of this  Agreement  may be changed,  waived,
discharged or terminated  orally, but only by an instrument in writing signed by
the  party  against  which  enforcement  of the  change,  waiver,  discharge  or
termination  is sought,  and no amendment of this  Agreement  shall be effective
until  approved  by an  affirmative  vote of (i) a majority  of the  outstanding
voting securities of the Fund, and (ii) a majority of the Trustees,  including a
majority  of  Trustees  who are not  interested  persons  of any  party  to this
Agreement,  cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.

         11.  PROXIES AND RIGHTS.  Unless the Trust or the Manager gives written
instructions to the contrary,  the Portfolio  Manager shall (a) vote all proxies
solicited  by or with respect to the issuers of  securities  in which the Assets
are  invested,  using its best good  faith  judgment  to vote such  proxies in a
manner  which best  serves the  interests  of the Fund's  shareholders,  and (b)
exercise  all other  rights  attaching to or arising with respect to the Assets,
subject to the Fund's investment objectives,  policies and limitations as stated
in its  Registration  Statement,  directing  the  Custodian to make any required
payment or settlement in connection therewith.

         12. USE OF NAME. The name "Dreyfus  Founders  Funds" is the property of
the Portfolio  Manager for copyright and other purposes.  The Portfolio  Manager
agrees that the name "Dreyfus  Founders" may be used in the name of the Fund(s).
Such  use of the  name  "Dreyfus  Founders"  may  include  use  of the  name  in
prospectuses, reports, and sales materials. The Manager and the Trust agree that
the name  "Dreyfus  Founders"  may be used by the  Portfolio  Manager  for other
investment  companies,  entities or  purposes.  In the event that the  Portfolio
Manager is no longer the  portfolio  manager for a  particular  Fund  previously
managed  by the  Portfolio  Manager,  the  Manager  and  the  Trust  shall  with
reasonable  promptness  take all necessary  actions to remove the names "Dreyfus
Founders" from the name of the Fund.

         13.  MISCELLANEOUS.

                  a. This  Agreement  shall be governed by the laws of the State
of  Delaware,  provided  that  nothing  herein  shall be  construed  in a manner
inconsistent  with the 1940 Act, the Advisers Act, or rules or orders of the SEC
thereunder.

                  b. The captions of this Agreement are included for convenience
only and in no way  define or limit any of the  provisions  hereof or  otherwise
affect their construction or effect.

                  c. If any  provision of this  Agreement  shall be held or made
invalid by a court decision,  statute, rule or otherwise,  the remainder of this
Agreement  shall not be affected  hereby and, to this extent,  the provisions of
this Agreement shall be deemed to be severable.

                  d.  Nothing  herein shall be  construed  as  constituting  the
Portfolio Manager as an agent of the Trust or the Fund.

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

                 USAllianz Variable Insurance Products Trust

                 By       ______________________________
                          President

                 Founders Asset Management LLC

                 By       ______________________________
                          Title:__________________________


                 USAllianz Advisers, LLC

                 By       ______________________________
                          Senior Vice President


SCHEDULE A

         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 Dreyfus Founders Growth       $0 up to $60 million               0.55%
   And Income Fund                 $60 million and more               0.50%


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