USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
                                          PORTFOLIO MANAGEMENT AGREEMENT


     AGREEMENT,  made  this  27th day of April,  2001 by and  between  USAllianz
Advisers, LLC (the "Manager"),  USAllianz Variable Insurance Products Trust (the
"Trust") and Van Kampen Asset Management Inc. ("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 Trust with respect to each of
its present and future series not advised by its  affiliate  Allianz of America,
Inc. ("Sub-Advised 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 portfolio manager for the Funds for the periods and
on the terms set forth in this  Agreement.  The Portfolio  Manager  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 each Fund's
assets 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,  upon receipt of reasonable  notice from the Manager,
report to the Board of Trustees of the Trust regularly at such times and in such
detail  as the  Board or the  Manager  may  from  time to time  determine  to be
appropriate,. The Manager has herewith furnished the Portfolio Manager copies of
each 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 portfolio  manager of a
particular Fund, if any, 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.

     The Manager shall  perform  quarterly  and annual tax  compliance  tests to
ensure that the Fund is in compliance  with  Subchapter M and Section  817(h) of
the Code. In connection  with such compliance  tests,  the Manager shall prepare
and provide reports to the Portfolio  Manager within ten (10) business days of a
calendar  quarter  end  relating  to  the  diversification  of  the  Fund  under
Subchapter M and Section 817(h) of the Code. If the Manager  determines that the
Fund is not in  compliance  with the  requirements  noted above,  the  Portfolio
Manager,  upon notification  from the Manager,  will take prompt action to bring
the Fund back into compliance within the time permitted under the Code;

     (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
each 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
commission  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;

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

     (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 each Fund as may be required to assist the
Administrator,  the Trust and the Manager in their  compliance  with  applicable
laws and regulations.  The Portfolio Manager will furnish the Trustees with such
periodic and special  reports  regarding the Fund as the Trustees may reasonably
request;

     (f)  immediately  notify  the Trust and the  Manager  in the event that the
Portfolio  Manager  or  any  of  its  advisory  affiliates,  as  defined  in the
instructions  to Form ADV:  (1) becomes  aware that it is subject to a statutory
disqualification that prevents the Portfolio Manager from serving as a portfolio
manager pursuant to this Agreement;  or (2) becomes aware that it is the subject
of a publicly announced  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 Funds,  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
inside  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.

     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 a 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.

     3.  Banking  and  Custody  Accounts.  The  Portfolio  Manager  shall not be
required to provide or arrange for banking  accounts for a 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.  Each
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,  if any  (including  the Trust's
share of payroll taxes), and the Portfolio Manager shall make available, without
expense to the Funds, 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 a 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,  if any,
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 portfolio managers 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  Funds;  costs of  shareholders'  and other
meetings;  the  compensation  and all expenses  (specifically  including  travel
expenses  relating  to the  business  of the Trust or the  Funds)  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 Funds  pursuant to the  Investment  Management  Agreement  or from
other  resources of the Manager,  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 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,  but is not required to, 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.  If the Manager deems it  appropriate  to
reduce  its  compensation,  this  shall not  affect  the  amount  payable to the
Portfolio Manager pursuant to Exhibit A.

     6. Books and Records.  The Portfolio  Manager agrees to maintain such books
and records with respect to its services to each 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.  And 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 Funds 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 a 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 a Fund or
another  Sub-advised  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 Funds hereunder.  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 a 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 Sub-Advised 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  applicable  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, or (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  timely
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.      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 a Fund. e.
This  Agreement  may be executed via facsimile  signatures  and in any number of
counterparts,  each of which,  when executed and delivered shall be deemed to be
an  original,  but all of  which  together  shall  constitute  one and the  same
instrument.



     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


                        Van Kampen Asset Management Inc.



                        By ______________________________
                                    President


                             USAllianz Advisers, LLC



                        By ______________________________
                                    President


<PAGE>

EXHIBIT A


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



Comstock Fund*                 $0 up to $100 million                      0.425%
                               $100 million up to $250 million             0.40%
                               $250 million up to $500 million            0.375%
                               $500 million and more                      0.325%

Growth and Income Fund*        $0 up to $100 million                      0.425%
                               $100 million up to $250 million             0.40%
                               $250 million up to $500 million            0.375%
                               $500 million and more                      0.325%


     * The minimum fee payable  per fund shall be $100,000  per  calendar  year,
commencing January 1, 2002.

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