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PROSPECTUS DATED APRIL 28, 2014
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TABLE OF CONTENTS
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AZL® Wells Fargo Large Cap Growth Fund
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3
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Tax Information
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6
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Financial Intermediary Compensation
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6
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More about the Fund
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7
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Overview
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7
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Investment Strategies
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9
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Investment Risks
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10
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Fund Management
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12
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The Manager
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12
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The Subadviser of the Fund
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12
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The Portfolio Managers of the Fund
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12
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More Information About Fund Management
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12
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Duties of the Manager and Subadvisers
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13
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Payments to Affiliated Insurance Companies
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13
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Management Fees
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13
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Legal Proceedings
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14
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The Administrator
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14
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The Distributor
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14
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The Custodian
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14
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Disclosure of Portfolio Holdings
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14
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The Commodity Exchange Act
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14
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Shareholder Information
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15
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Pricing of Fund Shares
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15
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Purchase and Redemption of Shares
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15
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Market Timing
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16
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Distribution (12b-1) Fees
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17
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Dividends, Distributions, and Taxes
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17
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Financial Highlights
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18
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Management Fee
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0.80%
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Distribution (12b-1) Fees
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0.25%
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Other Expenses
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0.10%
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Total Annual Fund Operating Expenses
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1.15%
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1 Year
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3 Years
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$114
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$356
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•
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Market Risk The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
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•
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Issuer Risk The value of a security may decline for a number of reasons directly related to the issuer of the security.
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•
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Selection Risk Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
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•
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Foreign Risk Investing in the securities of non-U.S. issuers involves a number of risks, such as fluctuations in currency values, adverse political, social or economic developments, and differences in social and economic developments or policies.
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•
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Growth Stocks Risk Returns on growth stocks may not move in tandem with returns on other categories of stocks or the market as a whole. Growth stocks may be susceptible to rapid price swings or to adverse developments in certain sectors of the market.
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•
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Industry Sector Risk Investing in a single industry or sector, or concentrating investments in a limited number of industries or sectors, tends to increase the risk that economic, political, or regulatory developments affecting certain industries or sectors will have a large impact on the value of the Fund’s portfolio.
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•
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Regulatory Risk Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
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•
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Liquidity Risk An investment that is difficult to purchase or sell may have an adverse affect on the Fund’s returns.
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•
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Portfolio Turnover The Fund may trade its portfolio securities frequently, which could result in higher transaction costs and could adversely affect the Fund’s performance.
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TAX INFORMATION
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FINANCIAL INTERMEDIARY COMPENSATION
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MORE ABOUT THE FUND
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Foreign Risk
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Because the Fund invests in securities of foreign issuers, it may be subject to risks not usually associated with owning securities of U.S. issuers. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country, including the risk of nationalization, expropriation or confiscatory taxation. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, confiscatory foreign tax laws, and potential difficulties in enforcing contractual obligations. Transactions in foreign securities may be subject to less efficient settlement practices, including extended clearance and settlement periods. Foreign accounting may be less revealing than U.S. accounting practices. Foreign regulation may be inadequate or irregular. Owning foreign securities could cause the Fund’s performance to fluctuate more than if it held only U.S. securities.
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Growth Stocks Risk
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The returns on growth stocks may or may not move in tandem with the returns on other categories of stocks, or the stock market as a whole. Growth stocks may be particularly susceptible to rapid price swings during periods of economic uncertainty or in the event of earnings disappointments. Further, growth stocks typically have little or no dividend income to cushion the effect of adverse market conditions. To the extent a growth style of investing emphasizes certain sectors of the market, such investments will be more sensitive to market, political, regulatory and economic factors affecting those sectors.
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Industry Sector Risk
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At times, the Fund may increase the relative emphasis of its investments in a particular industry. Stocks of issuers in a particular industry are subject to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry more than others. To the extent that the Fund has greater emphasis on investments in a particular industry, its share values may fluctuate in response to events affecting that industry.
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Issuer Risk
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The value of a security may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s products or services.
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Market Risk
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The market price of securities owned by the Fund may go up or down, sometimes rapidly and unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. The value of the Fund’s portfolio may fluctuate to a greater or lesser degree than fluctuations of the general stock market. For those Funds that invest in stocks of foreign companies, the value of the Fund’s portfolio will be affected by changes in foreign stock markets and the special economic and other factors that might primarily affect stock markets in particular foreign countries and regions. Equity securities generally have greater price volatility than fixed income securities. Preferred stock generally holds preference as to dividends and liquidation over an issuer's common stock but ranks junior to an issuer's debt securities. Preferred stock dividends are payable only if declared by the issuer's board, and preferred stock also may be subject to optional or mandatory redemption provisions.
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Regulatory Risk
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Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
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Selection Risk
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The Fund is an actively managed investment portfolio. The portfolio manager(s) make investment decisions for the Fund’s assets. The investment approach of some Funds emphasizes buying and holding securities, even through adverse markets, while the investment approach of other Funds emphasizes frequent trading in order to take advantage of short-term market movements. However, there can be no guarantee they will produce the desired results and poor security selection may cause the Fund to underperform its benchmark index or other funds with similar investment objectives.
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Portfolio Turnover
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The Fund may actively and frequently trade its portfolio securities or may turn over a significant portion of its portfolio securities in a single year. High portfolio turnover (100% or more) results in higher transaction costs and can adversely affect the Fund’s performance.
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Transfer Supported Features of Certain Annuity Contracts
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The Fund may be offered under certain Contracts that have guaranteed value or benefit features that are supported by automatic transfers between investment choices available under the product (the “Transfer Supported Features”). If the Transfer Supported Features are available to you, they are described in the prospectus for your Contract. These features may be known as the Guaranteed Account Value Benefit, Guaranteed Principal Value Benefit, the PRIME Plus Benefit, the Lifetime Plus Benefit, the Lifetime Plus II Benefit, Target Date Retirement Benefit, or another name. Under the Transfer Supported Features, contract values may be rebalanced periodically. This rebalancing can cause a fund, including the Fund, to incur transactional expenses as it buys or sells securities to manage asset inflows or outflows. During periods of market volatility, brokerage fees resulting from such transfers could increase substantially. Also, large outflows from a fund may increase expenses attributable to the assets remaining in the fund. These increased expenses can have an adverse impact on the performance of an affected fund and on contract or policy owners who have assets allocated to it. Even if you do not participate in the Transfer Supported Programs you may be impacted if you allocate assets to a fund, including the Fund, that is affected by transfers under the Transfer Supported Features.
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FUND MANAGEMENT
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•
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hire one or more subadvisers;
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•
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change subadviser; and
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•
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reallocate management fees between itself and subadviser.
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SHAREHOLDER INFORMATION
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FINANCIAL HIGHLIGHTS
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Shareholder Reports
and the SAI
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Contact a broker or investment adviser that sells products that offer the Fund.
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Contact the Fund at:
3435 Stelzer Road, Columbus, Ohio 43219
(toll-free) 1-800-624-0197
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Access the Allianz Life website at: www.allianzlife.com/VariableInvestments
(for the SAI)
www.allianzlife.com/shareholderreports
(for the shareholder reports)
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Proxy Voting Records
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Access the Allianz Life website at: www.allianzlife.com/VariableInvestments
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STATEMENT OF ADDITIONAL INFORMATION
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TABLE OF CONTENTS
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History of the Trust
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3
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Investment Strategies and Policies
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4
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The Fund
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4
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Additional Information on Portfolio Instruments and Investment Policies
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6
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Asset-Backed Securities
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6
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Asset-Based Securities
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6
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Bank Loans
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7
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Bank Obligations
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8
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Commercial Paper
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8
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Common Stocks
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8
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Contracts for Difference ("CFDs")
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8
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Convertible Securities
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9
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Corporate Debt Securities
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9
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Delayed Funding Loans and Revolving Credit Facilities
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11
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Derivative Instruments
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11
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Distressed Securities
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12
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Event-Linked Exposure
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13
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Exchange Traded Notes (“ETNs”)
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13
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Foreign Currency Options and Futures Transactions
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14
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Foreign Securities
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14
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Forward Foreign Currency Exchange Contracts
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16
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Futures
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17
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Futures and Options Investment Risks
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18
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Guaranteed Investment Contracts
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18
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Limited Partnership Interests
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18
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Illiquid Securities
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18
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Inflation-Indexed Bonds
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19
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Inflation-Indexed Securities
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19
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Initial Public Offerings
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20
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Investment Company Securities
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20
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Lending of Portfolio Securities
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21
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Loan Participations and Assignments
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21
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Mortgage - Related Securities
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22
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Options
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24
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Preferred Stocks
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25
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Private Investments in Public Equity
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25
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Real Estate Investment Trusts (REITs)
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25
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Repurchase Agreements
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26
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Repurchase Agreements and Dollar Roll Agreements
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26
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Risks of Techniques Involving Leverage
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26
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Short Sales Against the Box
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27
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Small Company Stocks
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27
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Special Situation Companies
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28
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Structured Notes
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28
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Swap Agreements
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28
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Taxable and Tax Exempt Municipal Securities
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29
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U.S. Government Obligations
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30
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Variable and Floating Rate Demand and Master Demand Notes
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30
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Warrants and Rights
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31
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When-Issued and Delayed Delivery Securities
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31
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Zero Coupon and Pay-In-Kind Securities
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31
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Investment Restrictions
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32
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Portfolio Turnover
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33
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Other Fund Policies
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33
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Disclosure of Portfolio Holdings
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33
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Additional Purchase and Redemption Information
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35
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Net Asset Value
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35
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Valuation of the Fund
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35
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Redemption in Kind
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36
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Management of the Trust
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37
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Trustees and Officers
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37
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Trustee Holdings
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43
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Control Persons and Principal Holders of Securities
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44
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The Manager
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45
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The Subadviser
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46
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Wells Capital Management Incorporated
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47
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Other Managed Accounts
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47
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Potential Material Conflicts of Interest
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48
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Portfolio Manager Compensation
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49
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Portfolio Manager Ownership of Securities in the Fund
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50
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Affiliated Persons
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50
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Portfolio Transactions
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50
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Administrator, Transfer Agent, and Fund Accountant
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51
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Distributor
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52
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Custodian
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53
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Independent Registered Public Accounting Firm
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53
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Legal Counsel
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53
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Codes of Ethics
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53
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Additional Information
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55
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Description of Shares
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55
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Vote of a Majority of the Outstanding Shares
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55
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Additional Tax Information
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55
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Performance Information
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59
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Yields of the Fund
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59
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Calculation of Total Return
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59
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Miscellaneous
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60
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Financial Statements
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60
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Proxy Voting Policies and Procedures
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60
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Appendix A
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61
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Commercial Paper Ratings
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61
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Corporate and Long-Term Debt Ratings
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63
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Appendix B – Proxy Voting Policies
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66
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Allianz Variable Insurance Products Trust
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66
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Allianz Investment Management LLC
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69
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Wells Capital Management Incorporated
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76
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INVESTMENT STRATEGIES AND POLICIES
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ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS AND
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INVESTMENT POLICIES
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Greater credit risk – Because of their more precarious financial position, issuers of high yield bonds may be more vulnerable to changes in the economy or to interest rate changes that might affect their ability to repay debt.
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·
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Reduced liquidity – There are fewer investors willing to buy high yield bonds than there are for higher rated, investment grade securities. Therefore, it may be more difficult to sell these securities or to receive a fair market price for them.
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·
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Lack of historical data – Because high yield bonds are a relatively new type of security, there is little data to indicate how such bonds will behave in a prolonged economic downturn. However, there is a risk that such an economic downturn would negatively affect the ability of issuers to repay their debts, leading to increased defaults and overall losses to the Fund.
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“SPDRs” (S&P’s Depositary Receipts), which are securities that represent ownership in a long-term unit investment trust that holds a portfolio of common stocks designed to track the performance of an S&P Index. Holders of SPDRs are entitled to receive proportionate quarterly cash distributions corresponding to the dividends that accrue to the stocks in the S&P Index’s underlying investment portfolio, less any trust expenses.
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“Qubes” (QQQ), which invest in the stocks of the Nasdaq 100 Index, a modified capitalization weighted index that includes the stocks of 100 of the largest and most actively traded non-financial companies quoted through Nasdaq. Qubes use a unit investment trust structure that allows immediate reinvestment of dividends.
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·
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“iShares” which are securities that represent ownership in a long-term unit investment trust that holds a portfolio of common stocks designed to track the performance of specific indexes.
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·
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“HOLDRs” (Holding Company Depositary Receipts), which are trust-issued receipts that represent beneficial ownership in a specified group of 20 or more stocks. Unlike other ETFs, a Fund can hold the group of stocks as one asset or unbundle the stocks and trade them separately, according to the Fund’s investment strategies.
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INVESTMENT RESTRICTIONS
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1.
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Act as an underwriter of securities within the meaning of the 1933 Act except insofar as it might be deemed to be an underwriter upon the disposition of portfolio securities acquired within the limitation on purchases of illiquid securities and except to the extent that the purchase of obligations directly from the issuer thereof in accordance with its investment objective, policies and limitations may be deemed to be underwriting.
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2.
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Invest in commodities, including commodity contracts, except that as consistent with its investment objective and policies the Fund may: (a) purchase and sell options, forward contracts, futures contracts, including without limitation those relating to indices; (b) purchase and sell options on futures contracts or indices; and (c) purchase publicly traded securities of companies engaging in whole or in part in such activities. This restriction shall not prohibit the funds, subject to restrictions described in the Prospectuses and elsewhere in this Statement of Additional Information, from purchasing, selling or entering into foreign currency forward contracts, foreign currency options, or any interest rate, securities-related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws.
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3.
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Purchase or sell real estate, except that it may purchase securities of issuers which deal in real estate and may purchase securities which are secured by interests in real estate (including REITs).
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4.
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Purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided :
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(a)
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there is no limitation with respect to obligations issued or guaranteed by the U.S. government, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and repurchase agreements secured by such instruments;
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(b)
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wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents;
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(c)
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utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry; and
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(d)
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personal credit and business credit businesses will be considered separate industries.
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5.
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Purchase securities of any one issuer, other than securities issued or guaranteed by the U.S. government or its agencies or instrumentalities and securities issued by other investment companies, if, immediately after such purchase, more than 5% of the value of the Fund’s total assets would be invested in such issuer, except as permitted by Rule 2a-7 under the 1940 Act, or the Fund would hold more than 10% of any class of securities of the issuer or more than 10% of the outstanding voting securities of the issuer, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such limitations.
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6.
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Make loans, except that the Fund may purchase and hold debt instruments and enter into repurchase agreements in accordance with its investment objective and polices and may lend portfolio securities in an amount not exceeding one-third of its assets.
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7.
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Issue senior securities except to the extent permitted under the 1940 Act or any rule, order or interpretation thereunder.
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8.
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a)
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Borrow money (not including reverse repurchase agreements or dollar roll agreements), except that the Fund may borrow from banks for temporary or emergency purposes, and then only up to 30% of its total assets at the time of borrowing, and provided that such bank borrowings and reverse repurchase agreements and dollar roll agreements do not exceed in the aggregate one-third of the Fund’s total assets less liabilities other than the obligations represented by the bank borrowings, reverse repurchase agreements and dollar roll agreements at the time of borrowing.
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b)
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Mortgage, pledge, hypothecate, or remove any assets except in connection with a bank borrowing in amounts not to exceed 30% of the Fund’s net assets.
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NOTE: As a non-fundamental policy which may be changed without the vote of shareholders, no Fund will purchase securities while its outstanding borrowings (including reverse repurchase agreements) are in excess of 5% of its total assets. Securities which are segregated, held in escrow, or in separate accounts in connection with a Fund’s investment practices described in the Funds’ Prospectus or Statement of Additional Information are not deemed to be pledged for purposes of this limitation.
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For purposes of the above investment restrictions, the Funds treat all supranational organizations as a single industry and each foreign government (all of its agencies) as a separate industry. In addition, a security is considered to be issued by the government entity (or entities) whose assets and revenues back the security.
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1.
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Write or sell put options, call options, straddles, spreads, or any combination thereof, except as consistent with the Fund’s investment objective and policies for transactions in options on securities or indices of securities, futures contracts and options on futures contracts and in similar investments.
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2.
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Purchase securities on margin, make short sales of securities or maintain a short position, except that, as consistent with the Fund’s investment objective and policies, (a) this investment limitation shall not apply to the Fund’s transactions in futures contracts and related options, options on securities or indices of securities and similar instruments, (b) it may obtain short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (c) the Fund is permitted to engage in short sales against the box as consistent with the Fund’s investment objective and policies.
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3.
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Purchase securities of companies for the purpose of exercising control.
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4.
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Except as noted otherwise elsewhere in this SAI, invest more than 15% of its net assets in illiquid securities.
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5.
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Invest in shares of other mutual funds in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
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OTHER FUND POLICIES
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Recipient (holdings)
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Frequency
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Delay before dissemination
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The Bank of New York Mellon (Fund Custodian)
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Daily
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None
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Citi Fund Services Ohio, Inc. (Fund Accountant, Administrator and Transfer Agent)
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Daily
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None
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Broadridge Investor Communications Solutions, Inc. (proxy voting services)
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As necessary
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None
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ISS, a subsidary of RiskMetrics Group (proxy voting services)
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As necessary
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None
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Glass Lewis & Co., LLC (proxy voting services)
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As necessary
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None
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Factset
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Daily
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1 day
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Bloomberg
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Quarterly
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31 Calendar days after quarter end
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Lipper
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Quarterly
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31 Calendar days after quarter end
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S&P
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Quarterly
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31 Calendar days after quarter end
|
||
Morningstar Inc.
|
Quarterly
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31 Calendar days after month end
|
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Thomson/Vestek
|
Quarterly
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31 Calendar days after quarter end
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MANAGEMENT OF THE TRUST
|
·
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The Audit Committee, made up of Mr. Burnim, Ms. Ettestad, Mr. Gelfenbien, Ms. Leonardi, Mr. Lewis, Mr. McClean and Mr. Reeds, met two times during the last fiscal year. Mr. Reeds serves as chairman of the Audit Committee. The functions of the Audit Committee include advising the full Board of Trustees with respect to accounting, auditing and financial matters affecting the Trust.
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·
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The Investment Committee, made up of Mr. Burnim, Ms. Ettestad, Mr. Gelfenbien, Ms. Leonardi, Mr. Lewis, Mr. McClean and Mr. Reeds, met four times during the last fiscal year. Mr. Gelfenbien and Mr. McClean serve as co-chairmen of the Nominating and Corporate Governance Committee. The functions of the Investment Committee include evaluating and supervising the Manager and Subadvisers to the various investment portfolios of the Trust.
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·
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The Nominating and Corporate Governance Committee, made up of Mr. Burnim, Ms. Ettestad, Mr. Gelfenbien, Ms. Leonardi, Mr. Lewis, Mr. McClean and Mr. Reeds, met one time during the last fiscal year. Ms. Ettestad and Ms. Leonardi serve as co-chairpersons of the Investment Committee. The Nominating and Corporate Governance Committee advises the Board of Trustees with respect to the selection and nomination of candidates for election to the
|
|
Board of Trustees. The Nominating Committee does not consider nominees recommended by shareholders of the Trust.
|
·
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The Investment Policy Committee consists of Darin Egbert, Brian Muench, Michael J. Tanski, Bradley K. Quello, Jeremy Smith, and Brian Mong. The Investment Policy Committee monitors the Trust’s investment policies and advisory issues, including commission recapture, securities lending, proxy voting and subadviser compliance, and provides recommendations to the Board. This committee met 12 times during the last fiscal year.
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·
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The Valuation Policy Committee consists of Brian Muench, Darin Egbert, Bradley K. Quello, Jeremy Smith, Neil C. Gonzales, Morris Engel, Jeremy German, Stacy Jenniges, Charlie W. Schaub, Neil D. Tobiason, Erik Vang, Chris Kerslake, Gregory Walter, Michael J. Tanski, and Brian Mong. The Valuation Policy Committee monitors the assets of the Trust and, when necessary, determines the fair value of securities held by the Funds of the Trust. This committee met 12 times during the last fiscal year.
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NON-INTERESTED TRUSTEES(1)
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|||||
Name, Address, and Age
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Positions
Held with
Allianz VIP and VIP FOF Trust
|
Term of Office(2)/ Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
Number of Portfolios Overseen for
Allianz VIP and
VIP FOF Trust
|
Other Directorships Held Outside the
AZL Fund Complex During Past 5 Years
|
Peter R. Burnim,
Age 67
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 2/07
|
Chairman, Argus Investment Strategies Fund Ltd., Feburary 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years
|
41
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Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
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Peggy L. Ettestad,
Age 57
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 2/07
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Managing Director, Red Canoe Management Consulting LLC, 2008 to present; Senior Managing Director, Residential Capital LLC, 2003 to 2008; Chief Operations Officer, Transamerica Reinsurance 2002 to 2003
|
41
|
Luther College
|
Roger Gelfenbien,
Age 69
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 10/99
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Retired; Partner of Accenture 1983 to 1999
|
41
|
Virtus Funds
(8 Funds)
|
Claire R. Leonardi,
Age 57
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 2/04
|
Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012
|
41
|
The Natural History Museum of the Adirondacks
|
Dickson W. Lewis,
Age 65
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 2/04
|
Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002
|
41
|
None
|
Peter W. McClean,
Age 70
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 2/04
|
Retired; President and CEO of Measurisk, LLC, 2001 to 2003; Chief Risk Management Officer at Bank Of Bermuda Ltd., 1996 to 2001
|
41
|
PNMAC Opportunity Fund; Northeast Bank; and FHI
|
Arthur C. Reeds III,
Age 70
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 10/99
|
Retired; Senior Investment Officer, Hartford Foundation for Public Giving, 2000 to 2003; Chairman, Chief Executive and President of Conning Corp., 1999 to 2000; Investment Consultant 1997 to 1999
|
41
|
Connecticut Water Service, Inc.
|
INTERESTED TRUSTEE(3)
|
|||||
Name, Address, and Age
|
Positions
Held with
Allianz VIP and VIP FOF Trust
|
Term of Office(2)/ Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
Number of Portfolios Overseen for
Allianz VIP and
VIP FOF Trust
|
Other Directorships Held Outside the
Fund Complex During Past 5 Years
|
Robert DeChellis, Age 47
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 3/08
|
President and CEO, Allianz Life Financial Services, LLC, 2007 to present.
|
41
|
None
|
Brian Muench, Age 43
5701 Golden Hills Drive Minneapolis, MN 55416
|
Trustee
|
Since 6/11
|
President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010
|
41
|
None
|
OFFICERS
|
||||
Name, Address, and Age
|
Positions Held with
Allianz VIP and
VIP FOF Trust
|
Term of Office(2)/ Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Brian Muench, Age 43
5701 Golden Hills Drive Minneapolis, MN 55416
|
President
|
Since 11/10
|
President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Allianz Investment Management LLC from December 2005 to November 2010.
|
|
Michael Radmer, Age 69
Dorsey & Whitney LLP,
Suite 1500
50 South Sixth Street
Minneapolis, MN 55402-1498
|
Secretary
|
Since 2/02
|
Partner, Dorsey and Whitney LLP since 1976.
|
|
Ty Edwards,
Age 47
Citi Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, OH 43219
|
Treasurer, Principal Accounting Officer and Principal Financial Officer
|
Since 4/10
|
Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., December 2009 to present; Director, Product Management, Columbia Management, April 2007 to April 2009.
|
|
Stephen G. Simon,
Age 45
5701 Golden Hills Drive Minneapolis, MN 55416
|
Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer
|
Since 11/06
|
Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.
|
(1)
|
Member of the Audit Committee.
|
(2)
|
Indefinite.
|
(3)
|
Is an “interested person”, as defined by the 1940 Act, due to employment by Allianz.
|
(4)
|
The Manager and the Trust are parties to a Chief Compliance Officer Agreement under which the Manager is compensated by the Trust for providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer. The Chief Compliance Officer and Anti-Money Laundering Compliance Officer is not considered a corporate officer or executive employee of the Trust.
|
Name of Director
|
Dollar Range of Equity Securities in each Fund
|
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
|
Peter R. Burnim
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Peggy L. Ettestad
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Roger A. Gelfenbien
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Claire R. Leonardi
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Dickson W. Lewis
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Peter W. McClean
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Arthur C. Reeds III
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Robert DeChellis
5701 Golden Hills Drive Minneapolis, MN 55416
|
None
|
None
|
Brian Muench
5701 Golden Hills Drive
Minneapolis, MN 55416
|
None
|
None
|
Name
|
Name of Owners and Relationships to Director
|
Company
|
Title of Class
|
Value of Securities
|
Percent of Class
|
Peter R. Burnim
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Peggy L. Ettestad
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Roger A. Gelfenbien
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Arthur C. Reeds III
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Claire R. Leonardi
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Dickson W. Lewis
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Peter W. McClean
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Name of Trustee
|
Aggregate Compensation from the Trust
|
Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses
|
Estimated Annual Benefits Upon Retirement
|
Total Compensation from the Trusts
|
NON-INTERESTED TRUSTEES
|
||||
Peter R. Burnim
|
$
|
$0
|
N/A
|
$139,000
|
Peggy L. Ettestad
|
$
|
$0
|
N/A
|
$139,000
|
Roger A. Gelfenbien
|
$
|
$0
|
N/A
|
$139,000
|
Arthur C. Reeds III
|
$
|
$0
|
N/A
|
$139,000
|
Peter W. McClean
|
$
|
$0
|
N/A
|
$139,000
|
Claire R. Leonardi
|
$
|
$0
|
N/A
|
$139,000
|
Dickson W. Lewis
|
$
|
$0
|
N/A
|
$139,000
|
INTERESTED TRUSTEE
|
||||
Robert DeChellis
|
$0
|
$0
|
N/A
|
$0
|
Brian Muench
|
$0
|
$0
|
N/A
|
$0
|
Fund/Shareholder
|
Percent of the Class Total Assets Held by Allianz Life Insurance Company of North America*
|
Percent of the Class Total Assets Held by Allianz Life Insurance Company of New York**
|
|
Wells Fargo Large Cap Growth Fund
|
NA
|
NA
|
|
*
|
Allianz Life Insurance Company of North America (Allianz Life Variable Account B), 5701 Golden Hills Drive, Minneapolis, MN 55440
|
**
|
Allianz Life Insurance Company of New York (Allianz Life of NY Variable Account C), One Chase Manhattan Plaza, 37th Floor, New York, NY 10005-1423
|
Name of Fund
|
Gross Management Fee
|
Wells Fargo Large Cap Growth Fund
|
0.80%
|
Name of Fund
|
Expense Limitation for Fund
|
|
Class 1
|
Class 2
|
|
Wells Fargo Large Cap Growth Fund
|
N/A
|
1.20%
|
Period Ended
|
December 31, 2013*
|
December 31, 2012*
|
December 31, 2011*
|
||||||
Fund
|
Management Fees Earned
|
Recoupment
|
Management Fees Waived
|
Management Fees Earned
|
Recoupment
|
Management Fees Waived
|
Management Fees Earned
|
Recoupment
|
Management Fees Waived
|
Wells Fargo Large Cap Growth Fund
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
Fund
|
Subadviser
|
Subadvisory Fee
|
Wells Fargo Large Cap Growth Fund*
|
Wells Capital Management Incorporated
|
NA
|
Fund
|
Rate
|
||
Average Daily Net Assets (for Breakpoints)
|
|||
First $150 million
|
Next $350 million
|
Over $500 million
|
|
Wells Fargo Large Cap Growth Fund
|
0.30%
|
0.25%
|
0.22%
|
For the fiscal year or period ended:
|
December 31, 2013
|
December 31, 2012
|
December 31, 2011
|
Fund
|
Subadvisory
Fees Earned
|
Subadvisory
Fees Earned
|
Subadvisory
Fees Earned
|
Wells Fargo Large Cap Growth Fund
|
NA
|
NA
|
NA
|
Fund
|
Portfolio Manager
|
Other Registered Investment Company Accounts/
Assets Under Management
|
Other Pooled Investment Vehicles/
Assets Under Management
|
Other Accounts/
Assets Under Management
|
Wells Fargo Large Cap Growth Fund
|
Thomas C. Ognar
|
_ / $21.1 billion
|
_ / $2.5 billion
|
_ /$2.9 billion
|
Bruce C. Olson
|
_ / $21.1 billion
|
_ / $2.5 billion
|
_ /$2.9 billion
|
|
Joseph M. Eberhardy
|
_ / $21.1 billion
|
_ / $2.5 billion
|
_ /$2.9 billion
|
·
|
Time and attention. The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of the Fund and/or other account. The Subadviser seeks to manage such competing interests for the time and attention of portfolio managers by having most portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Fund.
|
·
|
Limited investment opportunities. If a portfolio manager identifies a limited investment opportunity which may be suitable for the Fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Subadviser has adopted procedures for allocating portfolio transactions across multiple accounts.
|
·
|
Brokerage allocation. With respect to securities transactions for the Fund, the Subadviser determines which broker to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds for which the Subadviser or an affiliate of the Subadviser acts as Subadviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for the Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved.
|
·
|
Pursuit of differing strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which the portfolio manager exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing, including potentially opposite, positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds and/or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.
|
·
|
Variation in compensation. Finally, the appearance of a conflict of interest may arise where the Subadviser has an incentive, such as a performance-based management fee, which relates to the management of the Fund or account but not all funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.
|
Name
|
Position with Trust
|
Position with Adviser
|
Brian Muench
|
Trustee, Chair, and President
|
Governor and President
|
Stephen G. Simon
|
Chief Compliance Officer and Anti-Money Laundering Compliance Officer
|
Chief Compliance Officer
|
Michael Tanski
|
Vice President, Operations
|
Assistant Vice President - Operations
|
Jeremy Smith
|
Vice President, Investments
|
Assistant Vice President, Asset Manager Selection
|
Fund
|
Service Fees Earned
|
Service Fees Waived
|
Wells Fargo Large Cap Growth Fund
|
NA
|
NA
|
Fund
|
12b-1 Fees Earned
|
12b-1 Fees Waived
|
Wells Fargo Large Cap Growth Fund
|
NA
|
NA
|
Fund
|
Date
|
Wells Fargo Large Cap Growth Fund
|
[February 19, 2014]
|
|
ADDITIONAL INFORMATION
|
|
APPENDIX A
|
|
APPENDIX B – PROXY VOTING POLICIES
|
(1)
|
This policy is adopted for the purpose of the disclosure requirements adopted by the Securities and Exchange Commission, Releases No. 33-8188, 34-47304, IC-25922.
|
(1)
|
These Policies and Procedures are adopted by AZIM pursuant to Rule 206(4)-6 under the Advisers Act. See Proxy Voting by Investment Advisers, IA Release No. 2106 (January 31, 2003).
|
(2)
|
These Policies and Procedures address proxy voting considerations under U.S. law and regulations and do not address the laws or requirements of other jurisdictions.
|
(3)
|
For purposes of these Policies and Procedures, proxy voting includes any voting rights, consent rights or other voting authority of AZIM on behalf of its clients. For purposes of these Policies and Procedures, voting or consent rights shall not include matters which are primarily investment decisions, including tender offers, exchange offers, conversions, put options, redemptions, and dutch auctions.
|
(4)
|
Any committee must be comprised of personnel who have no direct interest in the outcome of the potential conflict.
|
1.
|
Receipt of Proxies by AZIM. AZIM’s operations group generally will receive notice of any proxy from registered owners of record (for example, custodian bank or other third-party service providers).
|
2.
|
Conflicts of Interest. AZIM’s operations group will engage the compliance group to review each proxy to determine whether there may be a material conflict between AZIM and its client. As part of this review, the compliance group will determine whether the issuer of the security or proponent of the proposal is a client or affiliate of AZIM, or if a client or affiliate has actively solicited AZIM to support a particular position. If no conflict exists, the operations group will forward each proxy to AZIM’s Valuation and Investment Policy Committee (the “VIP Committee”). However, if a conflict does exist, AZIM’s compliance group will seek to resolve any such conflict in accordance with these Policies and Procedures.
|
3.
|
Vote. The VIP Committee will review the information, will vote the proxy in accordance with these Policies and Procedures, and will return the voted proxy to AZIM’s operations group.
|
4.
|
Transmittal to Third Parties. AZIM will document the VIP Committee’s decision for each proxy received in a format designated by the custodian bank or other third party service provider. AZIM will maintain a log of all corporate actions, including proxy voting, that indicates, among other things, the date the notice was received and verified, AZIM’s response, the date and time the custodian bank or other third party service provider was notified, the expiration date, and any action taken.
|
5.
|
Information Barriers. Certain entities controlling, controlled by, or under common control with AZIM (“Affiliates”) may be engaged in banking, investment advisory, broker-dealer, and investment banking activities. AZIM personnel and AZIM’s agents are prohibited from disclosing information regarding AZIM’s voting intentions to any Affiliate. Any AZIM personnel involved in the proxy voting process who are contacted by an Affiliate regarding the manner in which AZIM or its delegate intend to vote on a specific issue must terminate the contact and notify the compliance group immediately.
|
1.
|
Independence. AZIM may consider the following factors when voting on director independence issues: (i) majority requirements for the board and the audit, nominating, compensation, and/or other board committees; and (ii) whether the issuer adheres to and/or is subject to legal and regulatory requirements.
|
2.
|
Director Tenure and Retirement. AZIM may consider the following factors when voting on limiting the term of outside directors: (i) the introduction of new viewpoints on the board; (ii) a reasonable retirement age for the outside directors; and (iii) the impact on the board’s stability and continuity.
|
3.
|
Nominations in Elections. AZIM may consider the following factors when voting on uncontested elections: (i) composition of the board; (ii) nominee availability and attendance at meetings; (iii) any investment made by the nominee in the issuer; and (iv) long-term corporate performance and the price of the issuer’s securities.
|
4.
|
Separation of Chairman and CEO Positions. AZIM may consider the following factors when voting on proposals requiring that the positions of chairman of the board and the chief executive officer not be filled by the same person: (i) any potential conflict of interest with respect to the board’s ability to review and oversee management’s actions; and (ii) any potential effect on the issuer’s productivity and efficiency.
|
5.
|
D&O Indemnification and Liability Protection. AZIM may consider the following factors when voting on proposals that include director and officer indemnification and liability protection: (i) indemnifying directors for conduct in the normal course of business; (ii) limiting liability for monetary damages for violating the duty of care; (iii) expanding coverage beyond legal expenses to acts that represent more serious violations of fiduciary obligation than carelessness (for example, negligence); and (iv) providing expanded coverage in cases where a director’s legal defense was unsuccessful if the director was found to have acted in good faith and in a manner that he or she reasonably believed was in the best interests of the company.
|
6.
|
Stock Ownership. AZIM may consider the following factors when voting on proposals on mandatory share ownership requirements for directors: (i) the benefits of additional vested interest in the issuer’s stock; (ii) the ability of a director to fulfill his/her duties to the issuer regardless of the extent of his stock ownership; and (iii) the impact of limiting the number of persons qualified to be directors.
|
1.
|
Contested Director Nominations. AZIM may consider the following factors when voting on proposals for director nominees in a contested election: (i) background and reason for the proxy contest; (ii) qualifications of the director nominees; (iii) management’s track record; (iv) the issuer’s long-term financial performance within its industry; (v) assessment of what each side is offering shareholders; (vi) the likelihood that the proposed objectives and goals can be met; and (vii) stock ownership positions of the director nominees.
|
2.
|
Reimbursement for Proxy Solicitation Expenses. AZIM may consider the following factors when voting on reimbursement for proxy solicitation expenses: (i) identity of the persons who will pay the expenses; (ii) estimated
|
3.
|
Ability to Alter the Size of the Board by Shareholders. AZIM may consider whether the proposal seeks to fix the size of the board and/or require shareholder approval to alter the size of the board.
|
4.
|
Ability to Remove Directors by Shareholders. AZIM may consider whether the proposal allows shareholders to remove directors with or without cause and/or allow shareholders to elect directors and fill board vacancies.
|
5.
|
Cumulative Voting. AZIM may consider the following factors when voting on cumulative voting proposals: (i) the ability of significant stockholders to elect a director of their choosing; (ii) the ability of minority shareholders to concentrate their support in favor of a director(s) of their choosing; and (iii) any potential limitation placed on the director’s ability to work for all shareholders.
|
6.
|
Supermajority Shareholder Requirements. AZIM may consider all relevant factors, including but not limited to, limiting the ability of shareholders to effect change when voting on supermajority requirements to approve an issuer’s charter or bylaws, or to approve a merger or other significant business combination that would require a level of voting approval in excess of a simple majority.
|
1.
|
Classified Boards. AZIM may consider the following factors when voting on classified boards: (i) providing continuity to the issuer; (ii) promoting long-term planning for the issuer; and (iii) guarding against unsolicited takeovers.
|
2.
|
Poison Pills. AZIM may consider the following factors when voting on poison pills: (i) supporting proposals to require a shareholder vote on other shareholder rights plans; (ii) ratifying or redeeming a poison pill in the interest of protecting the value of the issuer; and (iii) other alternatives to prevent a takeover at a price clearly below the true value of the issuer.
|
3.
|
Fair Price Provisions. AZIM may consider the following factors when voting on proposals with respect to fair price provisions: (i) the vote required to approve the proposed acquisition; (ii) the vote required to repeal the fair price provision; (iii) the mechanism for determining fair price; and (iv) whether these provisions are bundled with other anti-takeover measures (for example, supermajority voting requirements) that may entrench management and discourage attractive tender offers.
|
1.
|
Stock Authorizations. AZIM may consider the following factors to help distinguish between legitimate proposals to authorize increases in common stock for expansion and other corporate purchases and those proposals designed primarily as an anti-takeover device: (i) the purpose and need for the stock increase; (ii) the percentage increase with respect to the authorization currently in place; (iii) voting rights of the stock; and (iv) overall capitalization structure of the issuer.
|
2.
|
Issuance of Preferred Stock. AZIM may consider the following factors when voting on the issuance of preferred stock: (i) whether the new class of preferred stock has unspecified voting, conversion, dividend distribution, and other rights; (ii) whether the issuer expressly states that the stock will not be used as a takeover defense or carry superior voting rights; (iii) whether the issuer specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable; and (iv) whether the stated purpose is to raise capital or make acquisitions in the normal course of business.
|
3.
|
Stock Splits. AZIM may consider the following factors when voting on stock splits: (i) the percentage increase in the number of shares with respect to the issuer’s existing authorized shares; and (ii) the industry that the issuer is in and the issuer’s performance in that industry.
|
4.
|
Reverse Stock Splits. AZIM may consider the following factors when voting on reverse stock splits: (i) the percentage increase in the shares with respect to the issuer’s existing authorized stock; and (ii) issues related to delisting the issuer’s stock.
|
1.
|
Stock Option Plans. AZIM may consider the following factors when voting on stock option plans: (i) whether the stock option plan expressly permits the repricing of options; (ii) whether the plan could result in earnings dilution of
|
|
greater than a specified percentage of shares outstanding; (iii) whether the plan has an option exercise price below the market price on the day of the grant; (iv) whether the proposal relates to an amendment to extend the term of options for persons leaving the firm voluntarily or for cause; and (v) whether the stock option plan has certain other embedded features.
|
2.
|
Director Compensation. AZIM may consider the following factors when voting on director compensation: (i) whether director shares are at the same market risk as those of the issuer’s shareholders; and (ii) how stock option programs for outside directors compare with the standards of internal stock option programs.
|
3.
|
Golden and Tin Parachutes. AZIM may consider the following factors when voting on golden and/or tin parachutes: (i) whether they will be submitted for shareholder approval; and (ii) the employees covered by the plan and the quality of management.
|
1.
|
Mergers and Acquisitions. AZIM may consider the following factors when voting on a merger and/or acquisition: (i) anticipated financial and operating benefits as a result of the merger or acquisition; (ii) offer price; (iii) prospects of the combined companies; (iv) how the deal was negotiated; and (v) changes in corporate governance and the potential impact on shareholder rights. AZIM may also consider what impact the merger or acquisition may have on groups/organizations other than the issuer’s shareholders.
|
2.
|
Corporate Restructurings. With respect to a proxy proposal that includes a spin-off, AZIM may consider the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives. With respect to a proxy proposal that includes an asset sale, AZIM may consider the impact on the balance sheet or working capital and the value received for the asset. With respect to a proxy proposal that includes a liquidation, AZIM may consider management’s efforts to pursue alternatives, the appraisal value of assets, and the compensation plan for executives managing the liquidation.
|
1.
|
Election of Directors or Trustees. AZIM may consider the following factors when voting on the director or trustee nominees of a mutual fund: (i) board structure, director independence and qualifications, and compensation paid by the fund and the family of funds; (ii) availability and attendance at board and committee meetings; (iii) investments made by the nominees in the fund; and (iv) the fund’s performance.
|
2.
|
Converting Closed-End Fund to Open-End Fund. AZIM may consider the following factors when voting on converting a closed-end fund to an open-end fund: (i) past performance as a closed-end fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address any discount of the fund’s shares; (iv) past shareholder activism; (v) board activity; and (vi) votes on related proposals.
|
3.
|
Proxy Contests. AZIM may consider the following factors related to a proxy contest: (i) past performance of the fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address past shareholder activism; (iv) board activity; and (v) votes on related proposals.
|
4.
|
Investment Advisory Agreements. AZIM may consider the following factors related to approval of an investment advisory agreement: (i) proposed and current fee arrangements/schedules; (ii) fund category/investment objective; (iii) performance benchmarks; (iv) total return performance as compared with peers; and (v) the magnitude of any fee increase and the reasons for such fee increase.
|
5.
|
Policies Established in Accordance with the 1940 Act. AZIM may consider the following factors: (i) the extent to which the proposed changes fundamentally alter the investment focus of the fund and comply with SEC interpretation; (ii) potential competitiveness; (iii) regulatory developments; and (iv) current and potential returns and risks.
|
6.
|
Changing a Fundamental Restriction to a Non-Fundamental Restriction. AZIM may consider the following when voting on a proposal to change a fundamental restriction to a non-fundamental restriction: (i) reasons given by the board and management for the change; and (ii) the projected impact of the change on the fund’s portfolio.
|
7.
|
Rule 12b-1 Plans. AZIM may consider the following when voting on a proposal to approve a Rule 12b-1 Plan: (i) fees charged to comparably sized funds with similar investment objectives; (ii) the distributor’s reputation and past performance; and (iii) competitiveness of the fund among other similar funds in the industry.
|
8.
|
Names Rule Proposals. AZIM may consider the following factors when voting on a proposal to change a fund name, consistent with Rule 35d-1 of the 1940 Act: (i) whether the fund invests a minimum of 80% of its assets in the type of investments suggested by the proposed name; (ii) the political and economic changes in the target market; and (iii) current asset composition.
|
9.
|
Disposition of Assets/Termination/Liquidation. AZIM may consider the following when voting on a proposal to dispose of fund assets, terminate, or liquidate the fund: (i) strategies employed to salvage the fund; (ii) the fund’s past performance; and (iii) the terms of the liquidation.
|
10.
|
Changes to Charter Documents. AZIM may consider the following when voting on a proposal to change a fund’s charter documents: (i) degree of change implied by the proposal; (ii) efficiencies that could result; (iii) state of incorporation; and (iv) regulatory standards and implications.
|
11.
|
Changing the Domicile of a Fund. AZIM may consider the following when voting on a proposal to change the domicile of a fund: (i) regulations of both states; (ii) required fundamental policies of both states; and (iii) the increased flexibility available.
|
12.
|
Change in Fund’s Subclassification. AZIM may consider the following when voting on a change in a fund’s subclassification from diversified to non-diversified or to permit concentration in an industry: (i) potential competitiveness; (ii) current and potential returns; (iii) risk of concentration; and (iv) consolidation in the target industry.
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1.
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Waivers and Consents. AZIM may consider the following when determining whether to support a waiver or consent to changes in provisions of indentures governing debt securities that are held on behalf of clients: (i) likelihood that the granting of such waiver or consent will potentially increase recovery to clients; (ii) potential for avoiding cross-defaults under other agreements; and (iii) likelihood that deferral of default will give the obligor an opportunity to improve its business operations.
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2.
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Voting on Chapter 11 Plans of Liquidation or Reorganization. AZIM may consider the following when determining whether to vote for or against a Chapter 11 plan in a case pending with respect to an obligor under debt securities which are held on behalf of clients: (i) other alternatives to the proposed plan; (ii) whether clients are treated appropriately and in accordance with applicable law with respect to their distributions; (iii) whether the vote is likely to increase or decrease recoveries to clients.
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1.
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Other Business. Proxy ballots sometimes contain a proposal granting the board authority to “transact such other business as may properly come before the meeting.” AZIM may consider the following factors when developing a position on proxy ballots that contain a proposal granting the board authority to “transact such other business as may properly come before the meeting”: (i) whether the board is limited in what actions it may legally take within such authority; and (ii) AZIM’s responsibility to consider actions before supporting them.
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2.
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Equal Access. AZIM may consider the following factors when voting on equal access: (i) the opportunity for significant company shareholders to evaluate and propose voting recommendations on proxy proposals and director nominees, and to nominate candidates to the board; and (ii) the added complexity and burden of providing shareholders with access to proxy materials.
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3.
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Charitable Contributions. AZIM may consider the following factors when voting on charitable contributions: (i) the potential benefits to shareholders; and (ii) the potential impact on the issuer’s resources that could have been used to increase shareholder value.
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4.
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Special Interest Issues. AZIM may consider the following factors when voting on special interest issues: (i) the long-term benefit to shareholders of promoting corporate accountability and responsibility on social issues; (ii) management’s responsibility with respect to special interest issues; (iii) any economic costs and restrictions on management; (iv) a client’s instruction to vote proxies in a specific manner and/or in a manner different from these Policies and Procedures; and (v) the responsibility to vote proxies for the greatest long-term shareholder value.
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Subject:
Proxy Voting Policies and Procedures
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Date Issued:
May 2013
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Date Last Revised:
March 2011
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|
Compliance Liaison:
Mai Shiver/Margie D’Almeida
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Business Administrator:
Jennifer Vraney
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|
Philosophy:
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Responsibilities
|
|
1.
|
Proxy Administrator: WellsCap’s proxy voting process is administered by its Operations Department (“Proxy Administrator”), who reports to WellsCap’s Chief Operations Officer. The Proxy Administrator is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Procedures. The Proxy Administrator monitors third party voting of proxies to ensure it is being done in a timely and responsible manner. The Proxy Administrator in conjunction with the Proxy Committee reviews the continuing appropriateness of the Procedures set forth herein, recommends revisions as necessary and provides an annual update on the proxy voting process.
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2.
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The Proxy Committee: The Proxy Committee is chaired by the Head of Equity Investments. The Committee members are selected from portfolio management groups and include investment risk personnel. Members of the Committee are subject to change upon approval from the Committee Chair.
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3.
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WellsCap Legal/Compliance Department provides oversight and guidance to the Committee as necessary.
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·
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Independently analyze and make recommendations for proxy proposals in accordance with the relevant voting platform;
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·
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Receive all proxy information sent by custodians that hold securities of WellsCap’s Proxy Clients;
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·
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Posts proxy information on its password-protected website, including meeting dates, agendas, and ISS’s analysis;
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·
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Provides WellsCap with vote administration and execution, recordkeeping (proxy statements and votes), and reporting support services; and
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·
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Annual analysis and rationale for guideline amendments.
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Guideline Review
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Record Retention
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§
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A copy of these proxy voting polices and procedures;
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§
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Proxy statements received for client securities (which will be satisfied by relying on ISS);
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§
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Records of votes cast on behalf of clients (which ISS maintains on behalf of WellsCap);
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§
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Records of each written client request for proxy voting records and WellsCap’s written response to any client request (written or oral) for such records; and
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§
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Any documents prepared by WellsCap or ISS that were material to making a proxy voting decision.
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Disclosure of Policies and Procedures
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Exhibit
Number
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Description of Exhibit
|
(a)(1)
|
Agreement and Declaration of Trust, dated July 13, 1999, filed on July 21, 1999 as Exhibit (a) to Registration Statement No. 333-83423, is incorporated by reference.
|
(a)(2)*
|
Agreement and Declaration of Trust, of the Allianz Variable Insurance Products Trust, dated July 13, 1999 as amended May 1, 2006, filed herewith.
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(b)(1)
|
By-laws, dated July 13, 1999, filed on July 21, 1999 as Exhibit (b) to Registration Statement No. 333-83423, is incorporated by reference.
|
(b)(2)*
|
By-laws, of the Allianz Variable Insurance Products Trust, dated July 13, 1999 as amended May 1, 2006, filed herewith.
|
(c)
|
Not Applicable
|
(d)(1)
|
Investment Management Agreement, dated April 27, 2001, between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, filed on October 24, 2001 as Exhibit (d)(2)(i) to Registrant's Post-Effective Amendment No. 7, is incorporated by reference.
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(d)(1)(i)
|
Revised Schedule A, dated April 29, 2013, to the Investment Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed on July 3, 2013 as Exhibit (6)(a)(i) to Registrant’s Registration Statement on form N-14, is incorporated by reference.
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(d)(1)(ii)
|
Revised Attachment 1 dated January 1, 2013, to Revised Schedule A of the Investment Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed on April 23, 2013 as Exhibit (d)(1)(ii) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
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(d)(2)
|
Subadvisory Agreement, dated November 28, 2007, between Allianz Life Advisers, LLC, and BlackRock Institutional Management Corporation, filed on April 29, 2008, as Exhibit (d)(3) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
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(d)(2)(i)
|
Novation of Subadvisory Agreement, dated July 1, 2011, between Allianz Life Advisers, LLC, and BlackRock Institutional Management Corporation, filed on December 13, 2011, as Exhibit (d)(2)(i) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
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(d)(3)
|
Subadvisory Agreement, dated April 29, 2009 between Allianz Investment Management LLC and BlackRock Investment Management, LLC, filed on June 30, 2009 as Exhibit (6)(d) to Registrant's Registration Statement on form N-14, is incorporated by reference.
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(d)(3)(i)
|
Schedule A, revised effective January 2, 2012, to the Subadvisory Agreement dated April 29, 2009 between Allianz Investment Management LLC and BlackRock Investment Management, LLC, filed on December 13, 2011, as Exhibit (d)(3)(i) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
|
(d)(3)(ii)
|
First Amendment, effective January 2, 2012, to the Subadvisory Agreement dated April 29, 2009 between Allianz Investment Management LLC and BlackRock Investment Management, LLC, filed on December 13, 2011, as Exhibit (d)(3)(ii) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
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(d)(4)
|
Subadvisory Agreement, dated January 26, 2009 between Allianz Investment Management LLC and BlackRock Capital Management, Inc., filed on April 24, 2009 as Exhibit (d)(5) to Registrant's Post-Effective Amendment No. 26, is incorporated by reference.
|
(d)(4)(i)
|
Revised Schedule A, dated March 1, 2013, to the Subadvisory Agreement dated January 26, 2009 between Allianz Investment Management LLC and BlackRock Capital Management, filed on April 23, 2013 as Exhibit (d)(4)(i) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(d)(5)
|
Subadvisory Agreement, dated April 29, 2009 between Allianz Investment Management LLC and BlackRock Financial Management, Inc., filed on June 30, 2009 as exhibit (6)(f) to Registrant's Registration Statement on form N-14, is incorporated by reference.
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(d)(6)
|
Subadvisory Agreement, dated May 1, 2010, between Allianz Investment Management LLC and Columbia Management Investment Advisers, LLC, filed on April 28, 2011, as Exhibit (d)(6) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(d)(7)
|
Amended and Restated Subadvisory Agreement, dated July 1, 2008, between Allianz Investment Management LLC and Davis Selected Advisers, L.P., filed on September 17, 2008 as Exhibit (6)(e) to Registrant's Form N-14, Pre-effective Amendment No. 1 (File No. 333-153047), is incorporated by reference.
|
(d)(8)
|
Amended and Restated Portfolio Management Agreement, dated September 1, 2009, between Allianz Investment Management, LLC, Allianz Variable Insurance Products Trust, and The Dreyfus Corporation, filed on February 5, 2010 as Exhibit (d)(9) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(9)
|
Subadvisory Agreement dated February 25, 2012 between Allianz Investment Management LLC and Federated Global Investment Management Corp., filed on April 25, 2012 as Exhibit (d)(10) to Registrant's Post-Effective Amendment No. 34, is incorporated by reference.
|
(d)(10)
|
Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Franklin Advisers, Inc., filed on February 5, 2010 as Exhibit (d)(11) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(10)(i)
|
Revised Schedule A, dated November 1, 2009, to the Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Franklin Advisers, Inc., filed on February 5, 2010 as Exhibit (d)(11)(i) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(10)(ii)
|
First Amendment, dated September 20, 2012, to the Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Franklin Advisers, Inc., filed on April 23, 2013 as Exhibit (d)(10)(ii) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(d)(11)
|
Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Franklin Mutual Advisers, LLC, filed on February 5, 2010 as Exhibit (d)(13) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(11)(i)
|
First Amendment, dated September 20, 2012, to the Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Franklin Mutual Advisers, LLC, filed on April 23, 2013 as Exhibit (d)(11)(i) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(d)(12)
|
Subadvisory Agreement draft dated April 29, 2010 between Allianz Investment Management LLC and Gateway Investment Advisers, LLC, filed on April 27, 2010 as Exhibit (d)(14) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
|
(d)(13)
|
Amended and Restated Subadvisory Agreement, dated June 1, 2010, between Allianz Investment Management LLC and Invesco Advisers, Inc., filed on April 28, 2011, as Exhibit (d)(14) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
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(d)(13)(i)
|
Revised Schedule A, dated October 1, 2011, to the Amended and Restated Subadvisory Agreement, dated June 1, 2010, between Allianz Investment Management LLC and Invesco Advisers, Inc., filed on December 13, 2011, as Exhibit (d)(14)(i) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
|
(d)(14)
|
Subadvisory Agreement dated January 26, 2009 between Allianz Investment Management LLC and J.P. Morgan Investment Management, Inc., filed on February 4, 2009 as Exhibit (d)(15) to Registrant's Post-Effective Amendment No. 25, is incorporated by reference.
|
(d)(14)(i)
|
Revised Schedule A, dated April 29, 2011, to the Subadvisory Agreement dated January 26, 2009 between Allianz Investment Management LLC and J.P. Morgan Investment Management, Inc., filed on April 28, 2011, as Exhibit (d)(15)(i) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(d)(15)
|
Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Massachusetts Financial Services Company, filed on February 5, 2010 as Exhibit (d)(16) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(15)(i)
|
Revised Schedule A dated September 14, 2012 to the Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Massachusetts Financial Services Company, filed on April 23, 2013 as Exhibit (d)(15)(i) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(d)(16)
|
Subadvisory Agreement, dated June 1, 2010, between Allianz Investment Management LLC and Morgan Stanley Investment Management Inc., filed on April 28, 2011, as Exhibit (d)(17) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(d)(16)(i)
|
Revised Schedule A, dated October 1, 2011, to the Subadvisory Agreement, dated June 1, 2010, between Allianz Investment Management LLC and Morgan Stanley Investment Management Inc., filed on December 13, 2011, as Exhibit (d)(17)(i) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
|
(d)(17)
|
Subadvisory Agreement dated April 30, 2009 between Allianz Investment Management LLC and NFJ Investment Group LLC, filed on June 30, 2009 as exhibit (6)(q) to Registrant's Registration Statement on form N-14, is incorporated by reference.
|
(d)(18)
|
Amended and Restated Subadvisory Agreement, dated October 23, 2009, between Allianz Investment Management, LLC, and Oppenheimer Capital, LLC, filed on February 5, 2010 as Exhibit (d)(19) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(18)(i)
|
Novation of Subadvisory Agreement, dated July 1, 2010, between Oppenheimer Capital, LLC, Allianz Global Investors Capital LLC and Allianz Investment Management, LLC, filed on April 28, 2011, as Exhibit (d)(19)(i) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(d)(19)
|
Subadvisory Agreement, dated February 25, 2012, between Allianz Life Advisers, LLC and OppenheimerFunds, Inc., filed on April 25, 2012 as Exhibit (d)(20) to Registrant's Post-Effective Amendment No. 34, is incorporated by reference.
|
(d)(20)
|
Subadvisory Agreement between Allianz Life Advisers, LLC and Pyramis Global Advisors, LLC, filed on April 23, 2013 as Exhibit (d)(20) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(d)(21)
|
Subadvisory Agreement, dated May 1, 2007, between Allianz Life Advisers, LLC and Schroder Investment Management North America Inc, filed on April 27, 2007 as Exhibit (d)(19) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.
|
(d)(21)(i)
|
Revised Schedule A dated October 26, 2009 to the Subadvisory Agreement, dated May 1, 2007, between Allianz Life Advisers, LLC and Schroder Investment Management North America Inc, filed on February 5, 2010 as Exhibit (d)(20)(i) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
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(d)(22)
|
Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Templeton Global Advisors Limited, filed on February 5, 2010 as Exhibit (d)(21) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(22)(i)
|
Revised Schedule A, dated November 1, 2009, to the Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Templeton Global Advisors Limited, filed on February 5, 2010 as Exhibit (d)(21)(i) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(d)(22)(ii)
|
First Amendment, dated September 20, 2012, to the Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Templeton Global Advisors Limited, filed on April 23, 2013 as Exhibit (d)(22)(ii) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(d)(23)*
|
Subadvisory Agreement dated November 15, 2013, between Allianz Investment Management LLC and T. Rowe Price Associates, Inc., filed herewith.
|
(d)(24)**
|
Subadvisory Agreement dated ___________, 2014, between Allianz Investment Management LLC and Wells Capital Management Incorporated, to be filed by amendment.
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(e)(1)
|
Distribution Agreement, dated August 28, 2007, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on April 29, 2008, as Exhibit (e)(1) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(e)(1)(i)
|
Revised Schedule I dated April 29, 2013, to the Distribution Agreement, dated August 28, 2007, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on July 3, 2013 as Exhibit (7)(a)(i) to Registrant’s Registration Statement on form N-14, is incorporated by reference.
|
(e)(1)(ii)
|
Fee Agreement Letter dated August 28, 2007 to the Distribution Agreement between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on February 4, 2009 as Exhibit (e)(1)(ii) to Registrant's Post-Effective Amendment No. 25, is incorporated by reference.
|
(e)(2)
|
Participation Agreement dated August 28, 2007 between Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of North America, and Allianz Life Financial Services, LLC, filed on April 29, 2008, as Exhibit (e)(2) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(e)(2)(i)
|
Revised Schedule A dated September 1, 2012, to the Participation Agreement dated August 28, 2007 between Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of North America, and Allianz Life Financial Services, LLC, filed on April 23, 2013 as Exhibit (e)(2)(i) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(e)(3)
|
Participation Agreement dated August 28, 2007 between Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of New York, and Allianz Life Financial Services, LLC, filed on April 29, 2008, as Exhibit (e)(3) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(e)(3)(i)
|
Revised Schedule A dated January 23, 2012, to the Participation Agreement dated August 28, 2007, between Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of New York, and Allianz Life Financial Services, LLC, filed on April 25, 2012, as Exhibit (e)(3)(i) to Registrant's Post-Effective Amendment No. 34, is incorporated by reference.
|
(f)
|
N/A
|
(g)(1)
|
Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on February 4, 2009 as Exhibit (g)(1) to Registrant's Post-Effective Amendment No. 25, is incorporated by reference.
|
(g)(1)(i)
|
Amendments dated May 2, 2011, July 16, 2010, April 22, 2010, and October 26,2009 to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on December 13, 2011, as Exhibit (g)(1)(i) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
|
(g)(1)(ii)*
|
Amendment dated October 31, 2013, to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed herewith.
|
(g)(1)(iii)
|
Custody and Securities Lending Fee Schedule dated October 1, 2011, between Allianz Life Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on December 13, 2011, as Exhibit (g)(1)(ii) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
|
(g)(2)
|
Securities Lending Authorization Agreement dated March 14, 2011, between Allianz Variable Insurance Products Trust and The Bank of New York Mellon, filed on April 28, 2011, as Exhibit (g)(2) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(g)(2)(i)
|
Amendment dated January 24, 2012 to the Securities Lending Authorization Agreement dated March 14, 2011, between Allianz Variable Insurance Products Trust and The Bank of New York Mellon, filed on April 25, 2012, as Exhibit (g)(2)(i) to Registrant's Post-Effective Amendment No. 34, is incorporated by reference.
|
(h)(1)
|
Amended and Restated Services Agreement dated October 23, 2007, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 29, 2008, as Exhibit (h)(1) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(h)(1)(i)
|
Amendment dated April 30, 2010 to the Amended and Restated Services Agreement dated October 23, 2007, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 28, 2011, as Exhibit (h)(1)(i) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(h)(1)(ii)
|
Amendment dated January 1, 2011 to the Amended and Restated Services Agreement dated October 23, 2007, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 28, 2011, as Exhibit (h)(1)(ii) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(h)(1)(iii)
|
Amendment dated January 15, 2012 to the Amended and Restated Services Agreement dated October 23, 2007, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 25, 2012, as Exhibit (h)(1)(iii) to Registrant's Post-Effective Amendment No. 34, is incorporated by reference.
|
(h)(2)
|
Amended and Restated Administrative Services Agreement, dated November 1, 2008, by and among Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Investment Management LLC, filed on February 4, 2009 as Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 25, is incorporated by reference.
|
(h)(3)
|
Chief Compliance Officer Agreement, dated June 10, 2009, by and among Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Life Advisers LLC, filed on June 30, 2009 as Exhibit (13)(c) to Registrant's Registration Statement on Form N-14, is incorporated by reference.
|
(h)(4)
|
Amended and Restated Compliance Services Agreement, dated October 10, 2012, by and among Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Life Advisers LLC, filed on April 23, 2013 as Exhibit (h)(4) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(h)(5)
|
Amended Expense Limitation Agreement, dated May 1, 2007, between Allianz Life Advisers LLC, and Allianz Variable Insurance Products Trust, filed on April 29, 2008, as Exhibit (h)(5) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(h)(5)(i)
|
Revised Exhibit A, dated April 29, 2013, to the Amended Expense Limitation Agreement, dated May 1, 2007, between Allianz Life Advisers LLC and Allianz Variable Insurance Products Trust, filed on July 3, 2013 as Exhibit (13)(e)(i) to Registrant’s Registration Statement on form N-14, is incorporated by reference.
|
(h)(5)(ii)
|
Amendment No. 1 dated January 23, 2012, to the Amended Expense Limitation Agreement, dated May 1, 2007, between Allianz Life Advisers LLC and Allianz Variable Insurance Products Trust, filed on April 25, 2012, as Exhibit (h)(5)(ii) to Registrant's Post-Effective Amendment No. 34, is incorporated by reference.
|
(h)(6)
|
Net Investment Income Maintenance Agreement, dated March 17, 2009, between Allianz Investment Management LLC, Allianz Life Financial Services, LLC, and Allianz Variable Insurance Products Trust, filed on November 19, 2010 as exhibit 13(g) to Registrant’s Form N-14, Post-Effective Amendment No. 1, is incorporated by reference.
|
(h)(7)
|
Joint Insured Agreement dated November 3, 2010 between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Investment Management LLC, filed on April 28, 2011, as Exhibit (h)(7) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(i)**
|
Opinion and consent of counsel, to be filed by amendment.
|
(j)**
|
Consent of KPMG LLP (Independent Registered Public Accounting Firm), to be filed by amendment.
|
(k)
|
N/A
|
(l)
|
N/A
|
(m)(1)
|
Rule 12b-1 Distribution Plan for the Allianz Variable Insurance Products Trust effective October 27, 1999, filed on October 26, 1999 as Exhibit (m) to Registrant's Pre-Effective Amendment No. 2, is incorporated by reference.
|
(m)(1)(i)
|
Revised Exhibit A dated April 29, 2013, to the Distribution Plan for the Allianz Variable Insurance Products Trust effective October 27, 1999, filed on July 3, 2013 as Exhibit (10)(a)(i) to Registrant’s Registration Statement on form N-14, is incorporated by reference.
|
(n)
|
Rule 18f-3 Multiple Class Plan, dated February 23, 2007, for the Allianz Variable Insurance Products Trust, filed on April 27, 2007 as Exhibit (n) to Registrant's Post-Effective Amendment No. 23, is incorporated by reference.
|
(p)(1)
|
Code of Ethics of Allianz Investment Management LLC, fifth amendment and restatement, effective June 10, 2009, revised as of October 2, 2009, filed on April 27, 2010 as Exhibit (p)(1) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
|
(p)(2)
|
Code of Ethics of Allianz Life Financial Services, LLC, dated August 21, 2007, filed on April 29, 2008, as Exhibit (p)(2) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(p)(3)
|
Code of Ethics of Allianz Global Investors of America L.P., (Parent Co. of NFJ Investment Group LLC and Allianz Global Investors Capital LLC) effective November 1, 2009, filed on April 27, 2010 as Exhibit (p)(4) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
|
(p)(4)
|
Code of Ethics of Allianz Variable Insurance Products Trust, revised August 29, 2006, filed on April 29, 2008, as Exhibit (p)(5) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(p)(5)
|
Code of Ethics of BlackRock Investment Adviser Companies (all BlackRock entities) revised as of April 26, 2007, filed on April 29, 2008, as Exhibit (p)(6) to Registrant's Post-Effective Amendment No. 24, is incorporated by reference.
|
(p)(6)
|
Code of Ethics of Citigroup Asset Management - North America, as amended September 13, 2005, filed on December 27, 2006 as Exhibit (p)(3)(iii) to Registrant's Post-Effective Amendment No. 20, is incorporated by reference.
|
(p)(7)
|
Code of Ethics of Columbia Asset Management companies, effective January 1, 2009, filed on April 24, 2009 as exhibit (p)(8) to Registrant's Post Effective Amendment No. 26, is incorporated by reference.
|
(p)(8)
|
Code of Ethics of Davis Selected Advisers, L.P., as amended effective August 1, 2009, filed on February 5, 2010 as Exhibit (p)(9) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(p)(9)
|
Code of Ethics of Federated Investors, Inc., effective September 30, 2012, filed on April 23, 2013 as Exhibit (p)(9) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(p)(10)
|
Code of Ethics of Franklin Templeton Investments (includes all subsidiaries of Franklin Resources, Inc.), revised April 1, 2012, filed on April 23, 2013 as Exhibit (p)(10) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(p)(11)
|
Code of Ethics of Gateway Investment Advisers, LLC, effective February 15, 2008, as revised January 1, 2010, filed on February 5, 2010 as Exhibit (p)(12) to Registrant's Post-Effective Amendment No. 27, is incorporated by reference.
|
(p)(12)
|
Code of Ethics of Invesco Advisers, Inc., adopted February 29, 2008, as amended effective January 1, 2011, filed on April 28, 2011, as Exhibit (p)(12) to Registrant's Post-Effective Amendment No. 29, is incorporated by reference.
|
(p)(13)
|
Code of Ethics of J.P. Morgan Investment Management, Inc., effective February 1, 2005 as revised November 18, 2008, filed on February 4, 2009 as Exhibit (p)(15) to Registrant's Post-Effective Amendment No. 25, is incorporated by reference.
|
(p)(14)
|
Code of Ethics of Mellon Financial Corporation (includes the Dreyfus Corporation), dated February 2006, filed on December 27, 2006, as Exhibit (p)(3)(x) to Registrant's Post-Effective Amendment No. 20, is incorporated by reference.
|
(p)(15)
|
Code of Ethics of Massachusetts Financial Services Company, dated March 27, 2012, filed on April 23, 2013 as Exhibit (p)(15) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(p)(16)
|
Code of Ethics of Morgan Stanley Investment Management, effective June 29, 2012, filed on April 23, 2013 as Exhibit (p)(16) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(p)(17)
|
Code of Ethics of OppenheimerFunds, Inc., filed on April 25, 2012, as Exhibit (p)(18) to Registrant's Post-Effective Amendment No. 34, is incorporated by reference.
|
(p)(18)
|
Code of Ethics of Pyramis Global Advisors LLC (Fidelity Companies) as of 2013, filed on April 23, 2013 as Exhibit (p)(18) to Registrant’s Post-Effective Amendment No. 39, is incorporated by reference.
|
(p)(19)
|
Code of Ethics of Schroder Investment Management North America Inc., effective March 9, 2010, filed on April 27, 2010 as Exhibit (p)(17) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
|
(p)(20)*
|
Code of Ethics of T.Rowe Price Associates, Inc., effective June 3, 2013, filed herewith.
|
(p)(21)**
|
Code of Ethics of Wells Capital Management Incorporated, to be filed by amendment.
|
(q)
|
Powers of Attorney, filed on December 13, 2011, as Exhibit (m)(1)(i) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
|
(r)*
|
Company Organizational Chart, as of December 31, 2013, filed herewith.
|
Registration No.
|
||
1.
|
Allianz Investment Management LLC (previously Allianz Life Advisers, LLC) - this information is included in Form ADV filed with the SEC by Allianz Life Advisers and is incorporated by reference herein.
|
801-60167
|
2.
|
BlackRock Institutional Management Corporation - this information is in Form ADV filed with the SEC by BlackRock Institutional Management Corporation and is incorporated by reference herein.
|
801-13304
|
3.
|
BlackRock Advisors, LLC, - this information is in form ADV filed with the Form ADV filed with the SEC by BlackRock Advisors, LLC and is incorporated by reference herein.
|
801-47710
|
4.
|
BlackRock Capital Management, Inc - this information is in form ADV filed with the SEC by BlackRock Investment Management, LLC and is incorporated by reference herein.
|
801-57038
|
5.
|
Columbia Management Investment Advisers, LLC - this information is included in Form ADV filed with the SEC by Columbia Management Advisors, LLC (file no. 801-25943) and is incorporated by reference herein.
|
801-25943
|
6.
|
Davis Selected Advisers, L.P. - this information is included in Form ADV filed with the SEC by Davis Selected Advisers, L.P. and is incorporated herein by reference.
|
801-53272
|
7.
|
The Dreyfus Corporation - this information is included in Form ADV filed with the SEC by The Dreyfus Corporation and is incorporated herein by reference.
|
801-8147
|
8.
|
Federated Global Investment Management Corp. - this information is included in Form ADV filed with the SEC by Federated Global Investment Management Corp and is incorporated herein by reference
|
801-49470
|
9.
|
Franklin Advisers, Inc. this information is included in Form ADV filed with the SEC by Franklin Advisers, Inc. and is incorporated by reference herein.
|
801-26292
|
10.
|
Franklin Mutual Advisers, Inc. this information is included in Form ADV filed with the SEC by Franklin Mutual Advisers, Inc. and is incorporated by reference herein.
|
801-53068
|
11.
|
Gateway Investment Advisers, LLC - this information is included in Form ADV filed with the SEC by Gateway Investment Advisers, LLC and is incorporated herein by reference.
|
801-68972
|
12.
|
Invesco Advisers, Inc. - this information is included in the Form ADV filed by Invesco Advisers, Inc. and is incorporated herein by reference.
|
801-33949
|
13.
|
J.P. Morgan Investment Management, Inc. - this information is included in Form ADV filed with the SEC by J.P. Morgan Asset Management and is incorporated herein by reference.
|
801-21011
|
14.
|
Massachusetts Financial Services Company - this information is included in Form ADV filed with the SEC by Massachusetts Financial Services Company and is incorporated herein by reference.
|
801-17352
|
15.
|
Morgan Stanley Investment Management Inc. - this information is included in Form ADV filed with the SEC by Massachusetts Financial Services Company and is incorporated herein by reference.
|
801-15757
|
16.
|
NFJ Investment Group LLC - this information is included in Form ADV filed with the SEC by NFJ Investment Group LLC and is incorporated herein by reference.
|
801-47940
|
17.
|
OppenheimerFunds, Inc. - this information is included in Form ADV filed with the SEC by OppenheimerFunds, Inc. and is incorporated herein by reference.
|
801-8253
|
18.
|
Pyramis Global Advisors, LLC - this information is included in Form ADV filed with the SEC by Pyramis Global Advisors, LLC and is incorporated herein by reference.
|
801-63658
|
19.
|
Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited - this information is included in Form ADV filed with the SEC by Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited and is incorporated herein by reference.
|
801-15834
801-37163
|
20.
|
Templeton Global Advisors Limited. this information is included in Form ADV filed with the SEC by Templeton Global Advisors Limited, and is incorporated by reference herein.
|
801-42343
|
21.
|
T. Rowe Price Associates, Inc. - this information is included in Form ADV filed with the SEC by T. Rowe Price Associates, Inc., and is incorporated by reference herein.
|
801-856
|
22.
|
Wells Capital Management Incorporated- this information is included in Form ADV filed with the SEC by T. Rowe Price Associates, Inc., and is incorporated by reference herein.
|
801-21122
|
|
(a) Allianz Life Financial Services, LLC ("ALFS"), whose address is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, serves as the Funds' distributor.
|
(b)
|
Officers and Directors.
|
Name and Principal
Business Address*
|
Position with Underwriter
|
Robert DeChellis
|
Governor, Chief Executive Officer and President
|
Thomas Burns
|
Governor
|
Catherina A. Mahone
|
Governor
|
Giulio Terzariol
|
Governor
|
Kristine Starkman
|
Chief Compliance Officer
|
Jasmine Jirele
|
Chief Operating Officer and Senior Vice President
|
Angie Forsman
|
Vice President, Chief Financial Officer
|
Robert Densmore
|
Senior Vice President
|
Corey Walther
|
Senior Vice President
|
Michael Brandriet
|
Senior Vice President
|
Michael G. Brennan
|
Vice President, Compliance
|
Jennifer Sosniecki
|
Money Laundering Prevention Officer
|
Steve Miller
|
Assistant Vice President
|
Theodore C. Cadwell, Jr.
|
Secretary
|
Tracy M. Hardy
|
Assistant Secretary
|
|
*5701 Golden Hills Drive, Minneapolis, Minnesota 55416
|
Signature
|
Title
|
|
/s/ Peter R. Burnim*
|
Trustee
|
|
Peter R. Burnim
|
||
/s/ Peggy L. Ettestad*
|
Trustee
|
|
Peggy L. Ettestad
|
||
/s/ Roger Gelfenbien*
|
Trustee
|
|
Roger A. Gelfenbien
|
||
/s/ Dickson W. Lewis*
|
Trustee
|
|
Dickson W. Lewis
|
||
/s/ Claire R. Leonardi*
|
Trustee
|
|
Claire R. Leonardi
|
||
/s/ Peter W. McClean*
|
Trustee
|
|
Peter W. McClean
|
||
/s/ Arthur C. Reeds III*
|
Trustee
|
|
Arthur C. Reeds III
|
||
/s/ Ty Edwards
|
Treasurer (principal financial and accounting officer)
|
|
Ty Edwards
|
||
/s/ Robert DeChellis*
|
Trustee
|
|
Robert DeChellis
|
Exhibit
|
Description of Exhibit
|
(a)(2)
|
Amended Declaration of Trust 5-1-06
|
(b)(2)
|
Amended By Laws 5-1-06
|
(d)(23)
|
Subadvisory Agreement – T. Rowe Price Associates, Inc.
|
(g)(1)(ii)
|
Mutual Fund Custody and Services Agreement Amendment
|
(p)(20)
|
Code of Ethics – T. Rowe Price Associates, Inc.
|
(r)
|
Company Organizational Chart
|
ARTICLE Name and Definitions .....................................................................................
|
1
|
1. Name ..............................................................................................................................
|
1
|
2. Definitions ......................................................................................................................
|
1
|
(a) Adviser(s) ......................................................................................................................
|
1
|
(b) By-laws .........................................................................................................................
|
1
|
(c) Certificate of Trust .........................................................................................................
|
1
|
(d) Class ..............................................................................................................................
|
1
|
(e) Commission ..........................................................................................................
|
1
|
(f) Declaration of Trust ...............................................................................................
|
1
|
(g) Delaware Act ........................................................................................................
|
2
|
(h) Interested Person ...................................................................................................
|
2
|
(i) 1940 Act. ...............................................................................................................
|
2
|
G) Person ....................................................................................................................
|
2
|
(k) Principal Underwriter. ..........................................................................................
|
2
|
(1) Series ....................................................................................................................
|
2
|
(m) Shareholder .........................................................................................................
|
2
|
(n) Shares ...................................................................................................................
|
2
|
(0) Trust .....................................................................................................................
|
2
|
(p) Trust Property ........................................................................................................
|
2
|
(q) Trustees ..................................................................................................................
|
2
|
ARTICLE II. Purpose of Trust ..............................................................................................
|
2
|
ARTICLE III Shares ..............................................................................................................
|
3
|
1. Division of Beneficial Interest ............................................................................................
|
3
|
2. Ownership of Shares ...........................................................................................................
|
4
|
3. Transfer of Shares .....................................................................................................
|
4
|
4. Investments in the Trust. ...........................................................................................
|
4
|
5. Status of Shares and Limitation of Personal Liability ...............................................
|
4
|
6. Establishment, Designation, Abolition or Termination etc. of Series or Class .....................................................................................
|
4
|
(a) Assets Held with Respect to a Particular Series ...........................................................
|
5
|
(b) Liabilities Held with Respect to a Particular Series ......................................................
|
5
|
(c) Dividends, Distributions. Redemptions, and Repurchases ..........................................
|
6
|
(d) Equality .........................................................................................................................
|
6
|
(e) Fractions ........................................................................................................................
|
6
|
(f) Exchange Privilege .......................................................................................................
|
6
|
(g) Combination of Series ...................................................................................................
|
7
|
ARTICLE IV Trustees ...........................................................................................................
|
7
|
1. Number, Election and Tenure .............................................................................................
|
7
|
2. Effect of Death, Resignation, etc. of a Trustee ...................................................................
|
7
|
3. Powers .................... .............................................................................................................
|
7
|
4. Payment of Expenses by the Trust.. ..................................................................................
|
11
|
5. Payment of Expenses by Shareholders .............................................................................
|
11
|
6. Ownership of Assets of the Trust.. ....................................................................................
|
11
|
7. Service Contracts ..............................................................................................................
|
11
|
8. Trustees and Officers as Shareholders ..............................................................................
|
13
|
9. Compensation ..................................................................... ......................................... .....
|
13
|
ARTICLE V Shareholders' Voting Powers and Meetings ..................................................
|
13
|
1. Voting Powers. Meetings. Notice. and Record Dates ...................................................
|
13
|
2. Quorum and Required Vote ..............................................................................................
|
13
|
3. Record Dates .....................................................................................................................
|
14
|
4. Additional Provisions ....................... .................................................................................
|
14
|
ARTICLE VI Net Asset Value, Distributions and Redemptions ........................................
|
14
|
1. Determination of Net Asset Value, Net Income and Distributions .. ................................
|
14
|
2. Redemptions and Repurchases .........................................................................................
|
14
|
ARTICLE VII Limitation and Liability; Indemnification ...................................................
|
15
|
1. Trustees, Shareholders, etc. Not Personally Liable; Notice .............................................
|
15
|
2. Trustees' Good Faith Action; Expert Advice; No Bond or Surety ..................................
|
16
|
3. Indemnification of Shareholders .............................................. .........................................
|
16
|
4. Indemnification of Trustees, Officers, etc ......... ...............................................................
|
17
|
5. Compromise Payment .......................................................................................................
|
17
|
6. Indemnification Not Exclusive, etc ...................................................................................
|
18
|
7. Liability of Third Persons Dealing with Trustees .......................... .. .................................
|
18
|
8. Insurance ..........................................................................................................................
|
18
|
ARTICLE VIII Miscellaneous ...........................................................................................
|
18
|
1. Termination of the Trust or Any Series or Class ..............................................................
|
18
|
2. Reorganization ............................................... ...................................................................
|
19
|
3. Amendments ............................ ................ ........................................................... ............ ..
|
19
|
4. Filing of Copies; References; Headings .......................................... ........ .. .......................
|
20
|
5. Applicable Law .................................................................................... .............................
|
20
|
6. Provisions in Conflict with Law or Regulations ...............................................................
|
21
|
7. Statutory Trust Only ...........................................................................................
|
21
|
|
ARTICLE I. OFFICES ............................................................................................................... 1
|
|
Section 1. Principal Office ...................................................................................................... 1
|
|
Section 2. Delaware Office ..................................................................................................... 1
|
|
Section 3. Other Offices .......................................................................................................... 1
|
|
ARTICLE II. MEETINGS OF SHAREHOLDERS ................................................................. 1
|
|
Section 1. Place of Meetings .................................................................................................. 1
|
|
Section 2. Call of Meetings ..................................................................................................... 1
|
|
Section 3. Notice of Meeting of Shareholders ...................................................................... 2
|
|
Section 4. Manner of Giving Notice: Affidavit of Notice .................................................... 2
|
|
Section 5. Adjourned Meeting; Notice ................................................................................... 2
|
|
Section 6. Voting ....................................................................................................................... 2
|
|
Section 7. Waiver of Notice; Consent of Absent Shareholders ............................................ 2
|
|
Section 8. Shareholder Action by Written Consent Without a Meeting .............................. 3
|
|
Section 9. Record Date for Shareholder Notice; Voting and Giving Consents ................... 3
|
|
Section 10. Proxies ................................................................................................................... 4
|
|
Section 11. Inspectors of Election ........................................................................................... 4
|
|
ARTICLE III TRUSTEES ........................................................................................................... 5
|
|
Section 1. Powers ...................................................................................................................... 5
|
|
Section 2. Number of Trustees ................................................................................................. 5
|
|
Section 3 . Vacancies ................................................................................................................. 5
|
|
Section 4. Chair .......................................................................................................................... 5
|
|
Section 5. Place of Meetings and Meetings by Telephone .................................................... 5
|
|
Section 6. Regular Meetings ..................................................................................................... 6
|
|
Section 7. Special Meetings ...................................................................................................... 6
|
|
Section 8. Quorum ...................................................................................................................... 6
|
|
ARTICLE IV COMMITTEES ..................................................................................................... 7
|
|
Section 1. Committees of Trustees ........................................................................................... 7
|
|
Section 2. Meetings and Action of Committees ...................................................................... 8
|
|
ARTICLE V OFFICERS .............................................................................................................. 8
|
|
Section 1. Officers ...................................................................................................................... 8
|
|
Section 2. Election of Officers .................................................................................................. 8
|
|
Section 2. Subordinate Officers ................................................................................................. 8
|
|
Section 4. Removal and Resignation of Officers ...................................................................... 8
|
|
Section 5. Vacancies in Offices .................................................................................................. 9
|
|
Section 6. President. .................................................................................................................... 9
|
|
Section 7. Vice Presidents .......................................................................................................... 9
|
|
Section 8. Secretary .................................................................................................................... 9
|
|
Section 9. Treasurer .................................................................................................................... 9
|
|
ARTICLE VI INSPECTION OF RECORDS AND REPORTS ................................................. 10
|
|
Section 1. Inspection by Shareholders ...................................................................................... 10
|
|
Section 2. Inspection by Trustees ............................................................................................... 10
|
|
ARTICLE VII GENERAL MATTERS ......................................................................................... 10
|
|
Section 1. Checks, Drafts, Evidences ofIndebtedness .............................................................. 10
|
|
Section 2. Contracts and Instruments: How Executed .............................................................. 10
|
|
Section 3. Fiscal Year .................................................................................................................. 10
|
|
Section 4. SeaL ............................................................................................................................. 10
|
|
ARTICLE VIII AMENDMENTS ...................................................................................................11
|
|
Section 1. Amendment. ................................................................................................................. 11
|
|
(a)
|
Determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; Declaration of Trust and these By-Laws relating to action required to be approved by the Shareholders, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Trustees.
|
|
(b)
|
Receive votes, ballots or consents;
|
|
(c)
|
Hear and determine all challenges and questions in any way arising in connection with the right to vote;
|
|
(d)
|
Count and tabulate all votes or consents;
|
|
(e)
|
Determine when the polls shall close;
|
|
(f)
|
Determine the result; and
|
|
(g)
|
Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.
|
|
(a)
|
Appointment. Manager hereby retains Subadviser to act as investment adviser for and to manage the composition of that portion of the assets of the Funds which is allocated to Subadviser from time to time by Manager (which portion may include any or all of each Fund’s assets) (the “Subadviser Assets”) for the period and on the terms set forth in this Agreement. Subadviser accepts such employment and agrees to render the services herein set forth, for the compensation herein provided.
|
|
(b)
|
Additional Funds. In the event Manager designates one or more funds other than the Fund with respect to which Manager wishes to retain Subadviser to render investment advisory services hereunder, it shall notify Subadviser in writing. If Subadviser is willing to render such services, it shall notify Manager in writing, whereupon such fund shall become a Fund hereunder, and be subject to this Agreement, all subject to the approval of the Board of Trustees of the Fund (the “Board”).
|
|
(a)
|
Portfolio Management. Subject to supervision by Manager and the Board, Subadviser shall manage the composition of the Subadviser Assets,
|
|
(i)
|
Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to the Subadviser Assets, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of any of the Funds concerning transactions of the Funds in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) under the 1940 Act. Additionally, subject to the prior approval of Manager, Subadviser may consult with successor subadvisors to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act or otherwise in violation of applicable law. Unless Manager or the applicable Fund gives written instructions to the contrary, Subadviser shall vote, or abstain from voting, all proxies with respect to companies whose securities are held in the Subadviser Assets, using its best good faith judgment to vote, or abstain from voting, such proxies in the manner that serves the best interests of the Fund. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Fund; provided, however, that Subadviser shall reasonably cooperate with Manager in any possible proceeding.
|
|
(ii)
|
Investment Limits. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in (A) each Fund's Prospectus and Statement of Additional Information ("SAI"); (B) instructions and directions of Manager and of the Board communicated to Subadviser in writing; (C) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, as applicable to each Fund, including, but not limited to, Section 817(h); and all other applicable federal and state laws and regulations; (D) the procedures and standards set forth in, or established in accordance with, the Management Agreement to the extent communicated to Subadviser in writing; and (E) any policies and procedures of Subadviser communicated to the Funds and/or Manager. Subadviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if
|
(a)
|
Trading. With respect to the securities and other investments to be purchased or sold for each Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Manager or Subadviser) as may be selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. Within the framework of this policy, Subadviser may, to the extent permitted by applicable law, consider the research provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser's other clients may be a party.
|
(b)
|
Foreign Currency Transactions. Subadviser is not required to execute foreign currency trades through the Funds’ custodian but may, in its sole discretion and in accordance with its fiduciary duty, select the custodian or counterparties for the execution of foreign currency trades.
|
(c)
|
Aggregation of Trades. On occasions when Subadviser deems the purchase or sale of a security or financial instruments to be in the best interest of one or more of the Funds as well as other clients of Subadviser, Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or financial instruments to be sold or purchased in order to seek best execution. In such event, Subadviser will make allocation of the securities or financial
|
|
(iv)
|
Records and Reports. Subadviser (A) shall maintain such books and records as are required based on the services provided by Subadviser pursuant to this Agreement under the 1940 Act and as are necessary for Manager to meet its record keeping obligations generally set forth under Section 31 and related rules thereunder, (B) shall render to the Board such periodic and special reports as the Board or Manager may reasonably request in writing, and (C) shall meet with any persons at the reasonable request of Manager or the Board for the purpose of reviewing Subadviser's performance under this Agreement at reasonable times and upon reasonable advance written notice.
|
|
(v)
|
Transaction Reports. On each business day on which each Fund prices its shares, in accordance with its Registration Statement, Subadviser shall provide to the Funds’ custodian and the Funds’ administrator information relating to all transactions concerning each Fund’s assets that is reasonably necessary to enable the Funds’ custodian and the Funds’ administrator to perform their respective duties with respect to the Funds, and shall provide Manager with such information upon Manager's request. Under normal circumstances, trading information will be provided no less frequently than T+1.
|
|
(vi)
|
Custody. Subadviser shall not in any manner acquire or become possessed of any income, whether in kind or cash proceeds, distributable by reason of selling, holding or controlling such assets of the Funds. In accordance with the preceding sentence, Subadviser shall have no responsibilities with respect to the collection of income, physical acquisition or the safekeeping of each Fund’s assets; such shall be the obligation of the Funds’ custodian.
|
|
(vii)
|
Initial Public Offering (IPO). Subadviser maintains procedures which allow for the Subadviser Assets to participate as a buyer in underwritten public offerings in which entities affiliated with
|
(b)
|
Compliance Program and Ongoing Certification(s). Manager acknowledges that Subadviser is not the compliance agent for the Funds or for Manager, and does not have access to all of the Funds’ books and records necessary to perform certain compliance testing. Manager acknowledges that to the extent that Subadviser has agreed to perform the services specified in this Section 2 in accordance with applicable law (including subchapter L of the IRC, the 1940 Act and the Advisers Act) and in accordance policies and determinations of the Trustees of the Trust, Manager, and each Fund’s Registration Statement, Subadviser shall perform such services based upon its own internal books and records with respect to the Funds, which comprise a portion of each Fund’s books and records, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement based upon such books and records and such instructions provided by the Funds or Manager. Subadviser shall timely provide to Manager (i) information and commentary for each Fund’s annual and semi-annual reports, in a format agreed upon by Manager and Subadviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the portion of each of the Funds allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Funds in order to support each Fund's filings on Form N-CSR and Form N-Q, and each Fund's Principal Executive Officer's and Principal Financial Officer's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser's management of the Funds, in a format reasonably requested by Manager, as it may be amended from time to time; (iii) an annual sub-certification with respect to matters relating to the Fund’s compliance program under Rule 38a-1, and (iv) an annual certification from Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the "Advisers Act"), or his or her designee, with respect to the design and operation of Subadviser's compliance program, in a format reasonably requested by Manager.
|
(c)
|
Maintenance of Records. Subadviser shall timely furnish to Manager all
|
(d)
|
Fidelity Bond and Code of Ethics. Subadviser will provide the Funds with periodic written certifications that, with respect to its activities on behalf of the Funds, Subadviser maintains (i) adequate fidelity bond insurance and (ii) an appropriate Code of Ethics and related reporting procedures.
|
(e)
|
Confidentiality. Subject to the general supervision and oversight of Manager and the Board, Subadviser will use no material, non-public information concerning portfolio companies that may be in its possession or the possession of any of its affiliates, nor will Subadviser seek to obtain any such information, in providing investment advice or investment management services to the Funds.
|
(f)
|
Delegation. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “investment adviser” to the Funds within the meaning of the 1940 Act. Subadviser shall remain liable to Manager for the performance of Subadviser’s obligations hereunder and for the acts and omission of such other person, to the extent provided in Section 10 of this Agreement, and Manager shall not be responsible for any fees that any such person may charge to Subadviser for such services.
|
3.
|
Manager's Duties.
|
a.
|
Manager shall oversee and review Subadviser's performance of its duties under this Agreement. Manager shall also retain direct portfolio
|
b.
|
Pay-to-Play. Manager represents that shares of the Funds are currently offered as underlying investments of insurance company separate accounts (collectively, “Current Investors”). Manager agrees that should the Funds be offered in the future to investors other than the Current Investors, Manager shall provide Subadviser, in a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined by Rule 206(4)-5 under the Advisers Act) invested in each Fund where the account of such government entity can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the Funds; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Funds as an option to be offered by such 529 Plan.
|
c.
|
CFTC. In the event the Funds engage in trading certain derivative contracts subject to CFTC regulation, Manager represents that, with respect to each Fund: (a) pursuant to Commodity Futures Trading Commission Rule 4.5 ("Rule 4.5"), neither Manager nor any other party is required to be registered as a “commodity pool operator” under the Commodity Exchange Act; (b) a notice of eligibility claiming exclusion from registration has been filed in accordance with Rule 4.5; and (c) during the term of this Agreement, Manager will ensure that all requirements necessary in order to claim an exclusion from registration under Rule 4.5 are satisfied. Manager represents that, with respect to the Funds, it is exempt from registration as a commodity trading adviser or will notify Subadviser if Manager determines to register with respect to the Funds. Subadviser is responsible to manage the Subadviser Assets consistent with the trading limit requirements of the Rule 4.5 exemption.
|
4.
|
Documents Provided to Subadviser. Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each Fund’s Prospectus and
|
5.
|
Provision of Certain Information by Manager. Manager will promptly notify Subadviser: (1) in the event that the SEC has censured Manager or the Funds, placed limitations upon either of their activities, functions, or operations, suspended or revoked Manager’s registration as an investment adviser, or has commenced proceedings or an investigation that may result in any of these actions and (2) upon having a reasonable basis for believing that a Fund, with respect to the Subadviser Assets, has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.
|
6.
|
Manager acknowledges, represents, and warrants that:
|
(a)
|
Each Fund is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and Manager will promptly notify Subadviser if a Fund ceases to be a QIB; and
|
(b)
|
The assets in the Funds are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of Manager and the Funds which may prevent Subadviser from giving a first priority lien or charge on the assets solely in connection with Subadviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Prospectus.
|
7.
|
Compensation of Subadviser. Subadviser will bear all expenses that it incurs in connection with the performance of its services under this Agreement, which expenses shall not include brokerage fees or commissions in connection with the effectuation of securities transactions for the Funds. For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, based on each Fund’s assets allocated to Subadviser under this Agreement at the annual rates as a percentage of such average daily net assets set forth in the attached Schedule A, which Schedule may be modified from time to time upon mutual written agreement of the parties to reflect changes in annual rates, subject to any approvals required by the 1940 Act. For the purpose of determining fees payable to Subadviser, the value of each Fund’s average daily assets allocated to Subadviser under this Agreement shall be computed at the times and in the manner specified in each Fund’s Prospectus or Statement of Additional Information as from time to time in effect. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such partial month bears to the full month in which such effectiveness or termination occurs.
|
8.
|
Representations of Subadviser. Subadviser represents and warrants as follows:
|
(a)
|
Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act, and the rules thereunder, and will provide promptly notice of any material violations relating to any of the Funds to Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Manager and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or in the event that Subadviser or any of its affiliates becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority directly related to the Funds or the services that Subadviser provides to the Funds. Subadviser further agrees to notify Manager and the Funds promptly of any material fact known to Subadviser concerning Subadviser that is not contained in each Fund’s Registration Statement, or any amendment or supplement to any Fund prospectus or SAI, but that is required to be disclosed therein, and of any material statement contained therein that becomes untrue in any material respect.
|
(b)
|
Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation.
|
(c)
|
Subadviser has provided Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to Manager.
|
(d)
|
Subadviser will, as soon as reasonably practical, notify Manager of any changes in its controlling shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Funds or Subadviser's Chief Executive Officer or President, or Chief Investment Officer, or if there is otherwise an actual or expected change in control or management of Subadviser. For purposes of this section “control” shall have the same meaning as under the 1940 Act.
|
9.
|
Representations of Manager. Manager represents and warrants as follows:
|
(a)
|
Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement or the Management Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement or the Management Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Subadviser of the occurrence of any event that would disqualify Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
|
(b)
|
Manager and the Trust have duly entered into the Management Agreement pursuant to which the Trust authorized Manager to enter into this Agreement. Shareholders of the Funds have approved this Agreement or are not required to approve this Agreement under applicable law.
|
|
(a)
|
Subadviser agrees to use reasonable care in the services required to be rendered by Subadviser under this Agreement, but nothing herein contained shall make Subadviser or any of its affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, agents, or assignees (collectively, “Subadviser Parties”) liable for any loss sustained by the Funds, Manager, or their respective affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, agents, assignees, or shareholders (collectively, “Fund Parties”), or any other person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund Parties, or any other person to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its
|
(b)
|
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser Parties shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Funds, Manager, their respective officers, directors, or shareholders, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Funds, except that, subject to paragraph (a) above, nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Manager Indemnitees against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal expenses) to which any of the Funds and Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to each Fund or the omission to state therein a material fact regarding Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Manager or the Funds by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser; provided, however, that the Fund and Manager Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of Fund Parties’ willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties under this Agreement or the Management Agreement, or violation of applicable law. It is further understood and agreed that Subadviser may rely upon information furnished to it by Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on
|
(c)
|
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Manager and each Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees") as a result of any error of judgment or mistake of law by the Trust or Manager with respect to the Funds, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Manager for, and Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Manager or the Funds by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Manager or the Funds; provided, however, that the Subadviser Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of Subadviser Parties’ willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties under this Agreement, or violation of applicable law. It is further understood and agreed that Manager may rely upon information furnished to it by Subadviser that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights that Subadviser may have under any securities laws.
|
(d)
|
After receipt by Manager, the Funds, or Subadviser, their affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (b) or (c) above ("Indemnified Party") of
|
(a)
|
Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each with respect to any Fund, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds.
|
(b)
|
Notwithstanding the foregoing, this Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by
|
(c)
|
In the event of termination of the Agreement, those sections of the Agreement which govern conduct of the parties' future interactions with respect to Subadviser having provided investment management services to the Funds for the duration of the Agreement, including, but not limited to, Sections 2(c)(iv)(A), 2(e), 7, 10, 17, 19, and 20, shall survive such termination of the Agreement.
|
12.
|
Subadviser's Services Are Not Exclusive. Nothing in this Agreement shall limit or restrict the right of Subadviser or Subadviser Parties to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association.
|
13.
|
Use of Names
|
|
(a)
|
Subadviser shall not use the name, trademark, service mark, logo, insignia, or other identifying mark of the Trust, any Fund or Manager or any of their affiliates or any derivative thereof, or disclose information related to the business of Manager or any of its affiliates in any manner not approved prior thereto by Manager; provided, however, that Manager shall approve all uses of its, a Fund’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld.
|
|
(b)
|
Manager shall not (i) use the name, trademark, service mark, logo, insignia, or other identifying mark of Subadviser or any of its affiliates or any derivative thereof, or (ii) disclose information related to the Subadviser Assets or the business of Subadviser or any of its affiliates, in any manner not approved prior thereto by Subadviser; provided, however, that Subadviser shall approve all uses of its name which merely refer in accurate terms to the appointment of Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further that in no event shall such approval be unreasonably withheld. Materials which have been previously approved or those that only refer to Subadviser’s or Manager’s name or logo are not subject to such prior approval provided Subadviser or Manager shall ensure that such materials are consistent with those which were previously approved by Subadviser or Manager.
|
14.
|
Notices. Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.
|
|
Manager:
|
15.
|
Amendments. This Agreement may be amended by mutual agreement in writing, subject to approval by the Board and the Funds’ shareholders to the extent required by the 1940 Act.
|
16.
|
Assignment. Subadviser shall not make an assignment of this Agreement (as defined in the 1940 Act) without the prior written consent of the Funds and Manager. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.
|
17.
|
Governing Law. This Agreement, and, in the event of termination of the Agreement, those sections that survive such termination of the Agreement under Section 11, shall be governed by the laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the State of Minnesota, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.
|
18.
|
Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
|
19.
|
Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those sections that survive such termination of the Agreement under Section 11, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
|
20.
|
Interpretation. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or
|
21.
|
Headings. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.
|
22.
|
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one instrument.
|
23.
|
Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.
|
Current Portfolio Size for Billing Purposes – $2,928,571,429
|
x $250,000
|
$71,428,571
|
1.
|
To delete Appendix F of the Agreement and substitute it with Appendix F attached hereto.
|
2.
|
Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.
|
3.
|
The VIP Trust, the FOF Trust and the Custodian hereby each represent and warrant to the other that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind the VIP Trust, the FOF Trust or the Custodian to this Amendment.
|
AZL BlackRock Capital Appreciation Fund
|
As of 11/26/08
|
AZL Blackrock Global Allocation Fund
|
Opened 01/11/12
|
AZL Columbia Mid Cap Value Fund
|
As of 11/26/08
|
AZL T. Rowe Price Capital Appreciation Fund (formerly AZL Davis New York Venture Fund) (formerly AZL® Davis NY Venture Fund)
|
As of 11/26/08; name change 4/27/12; name changed 11/15/13
|
AZL Dreyfus Research Growth Fund (formerly AZL® Dreyfus Equity Growth Fund) (formerly AZL Dreyfus Founders Equity Growth Fund)
|
11/26/08; name change 4/27/09; named change 4/27/12
|
AZL Enhanced Bond Index Fund
|
Opened 5/1/09
|
AZL Federated Clover Small Value Fund (formerly AZL® Franklin Small Cap Value Fund)
|
As of 11/26/08; name change 2/27/12
|
AZL Franklin Templeton Founding Strategy Plus Fund
|
Opened 10/26/09
|
AZL Gateway Fund
|
Opened 04/30/10
|
AZL International Index Fund
|
Opened 5/1/09
|
AZL Invesco Equity and Income Fund (formerly AZL® Van Kampen Equity and Income Fund)
|
As of 11/26/08: name change 5/2/11
|
AZL Invesco Growth and Income Fund (formerly AZL® Van Kampen Growth and Income Fund)
|
As of 11/26/08; name change 5/2/11
|
AZL Invesco International Equity Fund (formerly AZL® AIM International Equity Fund)
|
As of 11/26/08; name change 5/1/10
|
AZL JP Morgan U.S. Equity Fund (formerly AZL Oppenheimer Main Street Fund)
|
11/26/08; name change 1/26/09
|
AZL JPMorgan International Opportunities Fund (formerly AZL® Morgan Stanley International Equity Fund, AZL® Van Kampen International Equity Fund and AZL Van Kampen Global Franchise Fund)
|
As of 11/26/08; name change 10/26/09; name change 6/1/10; name change 5/2/11
|
AZL MFS Investors Trust Fund (formerly AZL Jennison 20/20 Focus Fund)
|
As of 11/26/08; name change 10/26/09
|
AZL MFS Value Fund (formerly AZL Eaton Vance Large Cap Value Fund; formerly AZL Van Kampen Comstock Fund)
|
As of 11/26/08; name change 10/26/09; name change 09/14/12
|
AZL Mid Cap Index Fund
|
Opened 5/1/09
|
AZL Money Market Fund
|
As of 11/26/08
|
AZL Morgan Stanley Global Real Estate Fund (formerly AZL® Van Kampen Global Real Estate Fund)
|
As of 11/26/08; name change 6/1/10
|
AZL Morgan Stanley Mid Cap Growth Fund (formerly AZL® Van Kampen Mid Cap Growth Fund)
|
As of 11/26/08; name change 6/1/10
|
AZL NFJ International Value Fund
|
Opened 5/1/09
|
AZL Oppenheimer Discovery Fund (formerly AZL® Turner Quantitative Small Cap Growth Fund)
|
As of 11/26/08; name change 2/27/12
|
AZL Pyramis Core Bond Fund
|
Opened 08/31/12
|
AZL Russell 1000 Growth Fund
|
Opened 04/30/10
|
AZL Russell 1000 Value Fund
|
Opened 04/30/10
|
AZL S&P 500 Index Fund
|
As of 11/26/08
|
AZL Schroder Emerging Markets Equity Fund
|
As of 11/26/08
|
AZL Small Cap Stock Index Fund
|
As of 11/26/08
|
AZL Balanced Index Strategy Fund
|
Opened 7/6/09
|
AZL Growth Index Strategy Fund (formerly AZL Moderate Index Strategy Fund)
|
Opened 7/6/09; name change 5/3/10
|
AZL MVP Balanced Index Strategy Fund
|
Opened 01/11/12
|
AZL MVP Blackrock Global Allocation Fund
|
Opened 01/11/12
|
AZL MVP Franklin Templeton Founding Strategy Plus Fund
|
Opened 04/27/12
|
AZL MVP Fusion Balanced Fund (formerly AZL Fusion Balanced Fund)
|
As of 11/26/08;name change 4/29/13
|
AZL MVP Fusion Conservative Fund (formerly AZL Fusion Conservative Fund)
|
Opened 10/26/09; name change 4/29/13
|
AZL MVP Fusion Growth Fund (formerly AZL Fusion Growth Fund)
|
As of 11/26/08;name change 4/29/13
|
AZL MVP Fusion Moderate Fund (formerly AZL Fusion Moderate Fund)
|
As of 11/26/08;name change 4/29/13
|
AZL MVP Growth Index Strategy Fund
|
Opened 01/11/12
|
AZL MVP Invesco Equity and Income Fund
|
Opened 01/11/12
|
AZL Allianz AGIC Opportunity Fund (formerly AZL® OCC Opportunity Fund)
|
Closed 05/14/13
|
AZL Allianz AGIC Growth Fund (formerly AZL® OCC Growth Fund)
|
Opened 10/26/09; name change 7/1/10; closed 10/15/10
|
AZL NACM International Growth Fund
|
Opened 10/26/09; closed 10/15/10
|
AZL Allianz Global Investors Select Fund
|
Opened 10/26/09; closed 10/15/10
|
AZL Fusion Edge Fund
|
Opened 04/30/10; closed 2/6/12
|
AZL MVP Fusion Balanced Fund
|
Closed 05/10/13
|
AZL MVP Fusion Moderate Fund
|
Closed 05/10/13
|
AZL Columbia Small Cap Value Fund
|
Merged into the AZL Federated Clover Small Value Fund 11/15/13
|
1.
|
Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions
|
·
|
Price Group
|
·
|
The subsidiaries and affiliates of Price Group
|
·
|
The officers, directors and employees of Group and its affiliates and subsidiaries
|
1.
|
All temporary workers hired on the Price Group payroll ("TRP Temporaries");
|
2.
|
All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;
|
3.
|
All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and
|
4.
|
Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.
|
·
|
establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;
|
·
|
require Supervised Persons to comply with all applicable securities laws, including:
|
o
|
Securities Act of 1933
|
o
|
Securities Exchange Act of 1934
|
o
|
Sarbanes Oxley Act of 2002
|
o
|
Investment Company Act of 1940
|
o
|
Investment Advisers Act of 1940
|
o
|
Gramm-Leach-Bliley Privacy Act
|
o
|
Any rules adopted by the SEC under any of the foregoing Acts; and
|
o
|
Bank Secrecy Act as it applies to mutual funds and investment advisers and any rules adopted under that Act by the SEC or the United States Department of the Treasury;
|
·
|
require Supervised Persons to report violations of the code promptly to the adviser’s chief compliance officer or his or her designee if the chief compliance officer also receives reports of all violations; and
|
·
|
require the adviser to provide each Supervised Person with a copy of the code and any amendments and requiring Supervised Persons to provide the adviser with written acknowledgement of receipt of the code and any amendments.
|
1.
|
Standards of Conduct of Price Group and Its Personnel: the Chairperson of the Ethics Committee, the Director of Human Resources, or the TRP International Compliance Team.
|
2.
|
Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions: the Legal Department in Baltimore (“Legal Department”) or the TRP International Compliance Team.
|
3.
|
Statement of Policy on Material, Inside (Non-Public) Information: the Legal Department or the TRP International Compliance Team.
|
4.
|
Statement of Policy on Securities Transactions: For U.S. personnel: the Chairperson of the Ethics Committee or his or her designee; for International personnel: the TRP International Compliance Team.
|
5.
|
Statement of Policy with Respect to Computer Security and Related Issues: Enterprise Security, the Legal Department or the TRP International Compliance Team.
|
6.
|
Statement of Policy on Compliance with Antitrust Laws: Legal Department.
|
7.
|
Statement of Policies and Procedures on Privacy: Legal Department or the TRP International Compliance Team.
|
|
Investment in Client/Vendor Company Stock. In some instances, existing or prospective clients (e.g., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:
|
·
|
employees are prohibited from providing any internal information (e.g., internal ratings or plans for future Price Fund or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department or otherwise allowed by the Code under the sections entitled “Investment Research” and “Information about the Price Funds” (see p. 2-6), and
|
·
|
investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.
|
·
|
From the point of view of our clients, it is not fair to give other people information which clients must purchase.
|
·
|
From the point of view of the firm, it is not desirable to create an outside demand for a stock when we are trying to buy it for our clients, as this will only serve to push the price up. The reverse is true if we are selling. Therefore, disclosure of our trading interests could have a negative impact on the firm’s ability to execute trades at the best price.
|
|
Each employee is responsible for keeping answers on the questionnaire current.
|
·
|
Becomes the subject of any proceeding or is convicted of or pleads guilty or no
|
·
|
Becomes the subject of a Regulatory Action, which includes any action by the SEC, the FCA, the SFC, the MAS, the KLFB, The Netherland Authority for the Financial Markets, the Danish Financial Supervisory Authority, the Swedish Financial Supervisory Authority, the CSSF, and the Ontario, Manitoba, British Columbia and Alberta Securities Commissions, a state, a foreign government, a federal, state or foreign regulatory agency or any domestic or foreign self-regulatory organization relating to securities or investment activities, dishonesty, breach of trust, or money laundering as well as any court proceeding that has or could result in a judicial finding of a violation of statutes or regulations related to such activities or in an injunction in connection with any such activities.
|
·
|
It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.
|
·
|
It must be clear that any contribution is entirely voluntary.
|
·
|
T. Rowe Price’s stationery and email system may not be used.
|
·
|
Brokerage and Trading Control Committees. There are two Brokerage and Trading Control Committees which set the policy regarding the allocation of client brokerage. For more information contact Thea Williams of the Fixed Income Committee or Clive Williams of the Equity Committee.
|
·
|
Chief Compliance Officer. The Chief Compliance Officer of the U.S. Price Advisers (i.e., TRPA, TRPAS, TRP (Canada)) is John Gilner. The Chief Compliance Officer of the International Price Advisers (i.e., TRPIL, TRPHK, TRPSING) is Jeremy Fisher. The Chief Compliance Officer of the broker/dealer, T. Rowe Price Investment Services, Inc., is Sarah McCafferty.
|
·
|
Ethics Committee. Justin Thomson, David Oestreicher, Andy Brooks, Greg McCrickard, Michael McGonigle, John Gilner, and Gretchen Park .
|
·
|
Chairperson of the Ethics Committee. The Chairperson of the Ethics Committee is John Gilner. Requests regarding IPOs and private placement investments should be directed to Gary Greb.
|
·
|
Code Compliance Team. Gary Greb, Cody Potter, Karen Clark, and Lisa Daniels.
|
·
|
TRP International Compliance Team. Jeremy Fisher, Calum Ferguson, Carol Bambrough, Sophie Williams, Adam Critchley, Mark Donnelly, Lucy Harding, Kirn Bhudiya, and Louise Johnson in London; Kitty Chau, Dolby Chan in Hong Kong; and Manabu Kinoshita in Tokyo.
|
·
|
Designated Person, TRP International Compliance Team. Sophie West, Kitty Chau, Louise Johnson, and Jeremy Fisher.
|
·
|
Designated Person, Regulatory Reporting Section. Gary Greb, Robin Fowler.
|
·
|
Management Committee. Edward C. Bernard, James A.C. Kennedy, Michael Gitlin, Brian C. Rogers, William J. Stromberg, John Linehan, and Christopher Alderson.
|
·
|
Public Relations Contacts. Edward Giltenan and Brian Lewbart in Baltimore and Sarah Cadden in London.
|
·
|
Social Media Contacts. Danielle Nicholson Smith for legal and advertising regulatory matters. Daniel Phelps for policy and/or permissible activity matters.
|
·
|
Brokers and securities salespersons (both through whom the firm places advisory client orders and who distribute the Price Funds);
|
·
|
Clients (e.g., separate accounts, fund shareholders, Brokerage and RPS customers);
|
·
|
Consultants;
|
·
|
Suppliers and vendors;
|
·
|
Portfolio companies; and
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·
|
Any other individual or organization with whom our firm has or is considering a business or other relationship, such as members of the press and trade organizations.
|
·
|
The name of the giver;
|
·
|
The name of the intended recipient and his or her employer, if applicable;
|
·
|
The description of the gift;
|
·
|
The gift’s monetary value;
|
·
|
The nature of the business relationship; and
|
·
|
The reason the gift is being given.
|
Sample Scenarios. To illustrate appropriate and inappropriate acceptance of business entertainment, the following examples are provided:
First Example: The head of institutional research at brokerage firm "X" (whom you have known and done business with for a number of years) invites you and your wife to join her and her husband for dinner and afterwards a theatrical production.
Resolution: It would be proper for you to accept the invitation under the Code. You should be mindful, however, that certain clients and other business contacts may have limitations on when it is appropriate to include a spouse in an invitation.
Second Example: You wish to see a hit play, but are told it is sold out. You call a broker friend who works at company "X" to see if he can get tickets for you. The broker says yes and offers you two tickets free of charge. The face value of each ticket is $100, but the brokerage firm paid $300 for each ticket.
Resolution: It would only be proper to solicit the broker for tickets if you fully reimburse him for their total cost, i.e., $300 per ticket. You must specifically ask for the actual cost of the tickets. If the broker had offered you the tickets on an unsolicited basis, you could have accepted them, subject to compliance with the $100 limit on receipt of gifts. In that case, you would have to reimburse him $500.
As discussed above, if the business contact providing the tickets or one of his or her associates does not accompany you to the event, the tickets are a gift and not a form of business entertainment.
Third Example: You have been invited by a vendor to a multi-day excursion to a resort where the primary focus is entertainment as opposed to business. The vendor has offered to pay your travel and lodging for this trip.
Resolution: Trips of substantial value, such as multi-day excursions to resorts, hunting locations or sports events, where the primary focus is entertainment as opposed to business activities, would not be considered a normal part of a business relationship. Generally, such invitations may not be accepted unless our firm or the employee pays for the cost of the excursion and the employee has obtained approval from his or her supervisor and Division Head, if different, and the Chairperson of the Ethics Committee.
|
Sample Scenarios. To illustrate appropriate and inappropriate giving of business entertainment, the following examples are provided:
First Example: You wish to invite the head of institutional research at brokerage firm “X” (whom you have known and done business with for a number of years) and her husband to join you and your wife for dinner and afterwards a theatrical production.
Resolution: It would be proper for you to extend this invitation under the Code. You should be mindful, however, that certain clients and other business contacts may have limitations on when it is appropriate to include a spouse in an invitation.
Second Example: A client wishes to see a hit play, but is told tickets are sold out. The client calls you to see if you can get tickets for her. You say yes and offer to provide two tickets free of charge.
Resolution: If you provide tickets to a client to attend the performance without you or anyone from our firm accompanying the client, the tickets are a gift and are subject to the Monetary Limit. If the client accepts the tickets and pays the firm for their face value or, if greater, the cost to the firm to obtain them, then the tickets do not fall under the gifts and business entertainment policy and may be provided to the client without limitation.
Third Example: You wish to invite firm clients to a multi-day excursion to a resort where the primary focus is entertainment as opposed to business. You offer to have the firm pay for the attendees’ travel and lodging for this trip.
Resolution: Trips of substantial value, such as multi-day excursions to resorts, hunting locations or sports events, where the primary focus is entertainment as opposed to business activities, would not be considered a normal part of a business relationship. Generally, such invitations may not be extended without approval from the employee’s supervisor, Division Head, if different, and the Chairperson of the Ethics Committee.
|
·
|
The name of the recipient;
|
·
|
The name of the giver, his or her employer, and plan/client number, if applicable;
|
·
|
A description of the gift;
|
·
|
The gift’s estimated monetary value;
|
·
|
The nature of the business relationship with the giver (e.g. Price Fund or other Broker/Dealer related client/prospect; separate account or other Adviser related client/prospect; current/potential vendor); and
|
·
|
The date the gift was received.
|
·
|
The name of the employee primarily responsible for giving the gift;
|
·
|
The name of the recipient, his or her employer, and plan/client number, if applicable;
|
·
|
A description of the gift;
|
·
|
The gift’s monetary value;
|
·
|
The nature of the business relationship with the receiver (e.g. Price Fund or other Broker/Dealer related client/prospect; separate account or other Adviser related client/prospect; current/potential vendor); and
|
·
|
The date the gift was given.
|
·
|
the amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;
|
·
|
there is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;
|
·
|
if the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central ControlGroup that the charity does not appear on the Office of Foreign Assets Control’s Specially Designated Nationals List;
|
·
|
the contribution should be made payable directly to the charity; and
|
·
|
the personnel of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.
|
·
|
trading in a security while in possession of material, non-public information regarding the issuer of the security;
|
·
|
tipping such information to others;
|
·
|
recommending the purchase or sale of securities while in possession of such information;
|
·
|
assisting someone who is engaged in any of the above activities.
|
·
|
Injunctions;
|
·
|
Treble damages;
|
·
|
Disgorgement of profits;
|
·
|
Criminal fines;
|
·
|
Jail sentences;
|
·
|
Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and
|
·
|
Civil penalties for the controlling entity (e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.
|
(1)
|
Whenever a person agrees to maintain information in confidence;
|
(2)
|
Whenever the person communicating the material nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or
|
(3)
|
Whenever a person receives or obtains material nonpublic information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.
|
(A)
|
Before becoming aware of the information, the person had:
|
(1)
|
Entered into a binding contract to purchase or sell the security;
|
(2)
|
Instructed another person to purchase or sell the security for the instructing person's account, or
|
(3)
|
Adopted a written plan for trading securities.
|
·
|
The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and
|
·
|
The person had implemented reasonable policies and procedures, taking into consideration the nature of the person's business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material nonpublic information, or those that prevent such individuals from becoming aware of such information.
|
·
|
An issuer, or person acting on its behalf,
|
·
|
discloses material, non-public information,
|
·
|
to securities professionals, institutional investors, broker-dealers, and holders of the issuer's securities,
|
·
|
the issuer must make public disclosure of that same information,
|
·
|
simultaneously (for intentional disclosures), or
|
·
|
promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)
|
·
|
Trade in securities to which the material, non-public information relates;
|
·
|
Disclose the information to others;
|
·
|
Recommend purchases or sales of the securities to which the information relates.
|
·
|
A Restricted List ("Restricted List") in order to prohibit trading in the security by both clients and Access Persons; or
|
·
|
A Watch List ("Watch List"), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier.
|
·
|
Do not discuss confidential information in public places such as elevators, hallways orsocial gatherings;
|
·
|
To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;
|
·
|
Avoid using speaker phones in areas where unauthorized persons may overhearconversations;
|
·
|
Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;
|
·
|
Exercise care to avoid placing documents containing confidential information in areaswhere they may be read by unauthorized persons and store such documents in securelocations when they are not in use; and
|
·
|
Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines (see p. 2-12) should be reviewed before taking any action.
|
·
|
eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running (see definition below);
|
·
|
avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and
|
·
|
prevent, as well as detect, the misuse of material, non-public information.
|
·
|
All temporary workers hired on the Price Group payroll ("TRP Temporaries");
|
·
|
All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;
|
·
|
All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group's employees (versus project work that stands apart from ongoing work); and
|
·
|
Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.
|
·
|
the Price Advisers;
|
·
|
any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are not subject to prior transaction clearance and have modified reporting requirements, as described below);
|
·
|
any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds, or
|
·
|
whose functions relate to the making of any recommendations with respect to the purchases or sales; or
|
·
|
any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.
|
·
|
those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm's clients (investment counselors and members of the mutual fund advisory committees);
|
·
|
research and credit analysts; and
|
·
|
traders who assist in the investment process.
|
·
|
securities held by members of the person’s immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted;
|
·
|
a person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;
|
·
|
a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;
|
·
|
a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership;
|
·
|
certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and
|
·
|
a person’s right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.
|
Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.
|
·
|
Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.
|
·
|
Form 4. Any change in the Insider's ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.
|
·
|
Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.
|
Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.
|
·
|
SPDR S&P 500 ETF Trust (“SPY”)
|
·
|
account ownership information, and
|
·
|
account number
|
·
|
Non-systematic transactions in a security that is not exempt from prior transaction clearance;
|
·
|
Closed-end fund transactions, including U.K., Canadian, and other non-U.S. investment trusts, and ETFs not specifically exempted from prior clearance (see p. 5-10); and
|
·
|
Transactions in sector index funds that are closed-end or exchange-traded funds.
|
|
Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings ("IPOs"):
|
|
1.
|
The purchase is made through the Non-Investment Personnel's regular broker;
|
|
2.
|
The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel's account; and
|
|
3.
|
The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.
|
|
·
|
the size of the proposed transaction;
|
·
|
the nature of the proposed transaction (i.e., buy or sell) and of any recent, current or pending client transactions;
|
·
|
the trading volume of the security that is the subject of the proposed Access Person transaction;
|
·
|
the existence of any current or pending order in the security for any client of a Price Adviser;
|
·
|
the reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and
|
·
|
the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.
|
·
|
Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and
|
·
|
If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.
|
·
|
the date of the transaction
|
·
|
the title of the security
|
·
|
the ticker symbol or CUSIP number, as applicable
|
·
|
the interest rate and maturity date, as applicable
|
·
|
the number of shares, as applicable
|
·
|
the principal amount of each reportable security involved, as applicable.
|
·
|
the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition)
|
·
|
the price of the security at which the transaction was effected
|
·
|
the name of the broker, dealer or bank with or through which the transaction was effected; and
|
·
|
the date you submit the report
|
·
|
Exercise of Stock Options of a Corporate Employer;
|
·
|
Inheritance of a Security;
|
·
|
Gift of a Security; and
|
·
|
Transactions in Certain Commodities Futures Contracts (e.g., financial indices).
|
|
Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:
|
·
|
is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or
|
·
|
involves securities positions that are disproportionate to your net assets.
|
·
|
issuers with market capitalizations of $5 billion or more, or
|
·
|
U.S. issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 trading days in the U.S.
|
·
|
The Access Person’s trade will be entered as a market order; and
|
·
|
The client’s limit order is 10% or more away from the market at the time the Access Person requests prior transaction clearance.
|
Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see page 5-27).
|
·
|
any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;
|
·
|
any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the purchase or sale of the specific ETF securities that are exempted from prior clearance, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions; see pp. 5-9 through 5-12);
|
·
|
the purchase and sale or sale and purchase of exchange-traded index options;
|
·
|
any transaction in Price Group stock effected through the ESPP (note that the 60-Day Rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);
|
·
|
the exercise of "company-granted" Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and
|
·
|
any purchase of Price Group stock through an established dividend reinvestment plan.
|
·
|
securities title
|
·
|
securities type
|
·
|
exchange ticker number or CUSIP number, as applicable
|
·
|
number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership
|
·
|
the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and
|
·
|
the date the Access Person submits the Securities Holding Report.
|
·
|
prevent the unauthorized use of or access to our firm's computer Systems;
|
·
|
prevent breaches in computer security;
|
·
|
maintain and protect the integrity of customer, corporate, and employee confidential information; and
|
·
|
prevent the introduction of malicious software into our Systems.
|
·
|
Terminations
|
·
|
Extended leave of absence
|
·
|
Certain types of information (e.g., name and Social Security number) may not be stored on unencrypted portable computer devices. See the Code’s Statement of Policies and Procedures on Privacy for further information.
|
·
|
Passwords and remote access cards/tokens should not be stored with the device and information about accounts or passwords should not be maintained as a list on the device.
|
·
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Cell phones and MP3 players with cameras and video capabilities can be used to capture and store confidential or proprietary information. These devices may be prohibited in certain work areas.
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Devices (e.g., flash drives, wireless connections, and USBs) that connect to the Price Group network, but are not provided or supported by the Price Group, are prohibited. Damage to the Price Group network, systems, data, or reputation by use of any of these can result in disciplinary action to the individual or individuals involved.
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Contacting the Help Desk. Immediately contacting the Help Desk for anything identified as malicious by a virus scanner. Do not forward any virus warning email you receive to other staff until you have contacted the Help Desk, since many of these warnings are hoaxes or viruses themselves. The Help Desk will determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.
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Being Careful when Opening Emails. Carefully reviewing emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Contact the Help Desk for anything that appears suspicious or forward emails to the T. Rowe Price spam mailbox (Spam_Mailbox@troweprice.com). Opening any link or file is at your own risk and presumes you have knowledge of the safety of the contents.
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Maintaining Security Settings. Maintaining virus scanning or similar protective technology on all TRP assets. Users should not disable virus scanning features in order to improve download times or optimize processing. Failure to maintain updated scanning files is also prohibited.
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Keeping Anti-Virus Updated. Maintaining updated anti-virus software and pattern files on all non-Price Group assets that are used to access the network. It is the responsibility of each user to ensure that his or her portable computer’s anti-virus software is regularly updated and that personal machines remotely connecting to the Price Group network include necessary virus, application and operating system security updates. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.
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Reporting Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network in any matter.
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Limiting Downloading or Copying. Internet users have the ability to connect to other computers or on-line services outside of the firm’s network to download or copy software. Downloading or copying software, which includes documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is for a necessary and legitimate business purpose because downloads and copies could introduce viruses and malicious code into the Systems.
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No use of Peer-to-Peer Software. Use of any peer-to-peer file-sharing software, web storage or web interface, which allows users to search the hard drives of other users for files, store information remotely or access personal computers remotely, is prohibited on the Price Group network and PCs.
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The use of Firm Systems is intended for legitimate business purposes and individuals should limit personal use.
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Do not use firm’s Systems to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price. If you receive an email or other communication with inappropriate content, delete it immediately and do not forward it to others. In the case of harassing or threatening communications, provide a copy to Human Resources.
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Enterprise Security may block internet sites without prior notice based on their associated risk to the firm or for other business reasons. You are prohibited from using firm Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or programs.
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You may not download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, music, games, or messaging and mail applications.
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You may not use the firm’s Systems or hardware in any way that might pose a business risk or customer/employee data privacy risk or that violates laws.
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You may not engage in activities that bypass or compromise the integrity of network security features like firewalls or virus scanners.
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No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal Department and Enterprise Security. Internet domain names are assets of the firm and are purchased and maintained by Enterprise Security. This also includes free account registrations such as those on social networking sites and web email.
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Do not publicize the location of the firm’s Technology Center. It is the responsibility of all Associates and all other individuals to protect information about the location of the Technology Center whenever possible. Although there will be situations where using the address is unavoidable, use of the physical address is generally not necessary. It should not be used on the Internet for any reason, business or personal.
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Process a purchase, exchange, redemption, financial adjustment or transfer in the mutual funds, 529 programs, Program for Charitable Giving, variable annuities or our Savings Bank.
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Place any Buy or Sell orders, adjust any commissions, adjust price executions in Brokerage Accounts or process transfers in Brokerage Accounts.
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Process account maintenance of any kind for any of the T. Rowe Price products that he/she owns. This would include traditional maintenance items, such as address changes, change in services, check reorder, change of bank records or change in registrations, as well as significant changes such as non-financial adjustments.
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Correspond directly with an outside vendor regarding an Associate’s own account unless contact with the outside vendor in the specific instance is normally done by an outside customer. Again, Associates need to contact a service representative and have the representative contact the outside vendor on their behalf.
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Other areas not covered above, which alter or change any part of the Associate’s accounts in any way.
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The T. Rowe Price web-site at www.troweprice.com;
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One of our Toll-free numbers to speak with a representative on a recorded line;
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One of our VRU systems, Tele*Access or Tele*Trader;
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A face-to-face visit to an Investor Center; or
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Written correspondence through the U.S. mail.
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Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group's business; and
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Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.
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Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.
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Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers' cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.
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Discussion of how to make the industry more competitive.
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An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.
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Collective action to petition government entities.
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Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to
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the public is difficult to compile or not as current as that being exchanged.
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Discussion of specific customers, markets, or territories.
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Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a "boycott").
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Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.
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The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.
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All proposed benchmarking agreements must be reviewed by the Legal Department before the firm agrees to participate in such a survey.
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Treat our customers' personal and financial information (“Nonpublic Customer Information”) as confidential;
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Protect Nonpublic Customer Information;
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Not share this information with third parties unless in connection with processing customer transactions, servicing accounts, or as otherwise permitted by law; and
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Comply with applicable federal, state, and international privacy laws and regulations.
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Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms, or social gatherings;
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To the extent practical, access to particularly sensitive areas of the firm where Nonpublic Customer Information could be observed or overheard readily shall be provided only to Associates with a business need for being in the area;
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Avoid using speaker phones in areas where or at times when unauthorized persons may overhear conversations;
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Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects, or use aggregate data that is not personally identifiable to any customer;
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Exercise care to avoid placing documents with Nonpublic Customer Information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use (particular attention should be directed to securing the information outside of normal business hours to prevent possible misappropriation of the information);
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Destroy copies of confidential documents no longer needed by using the secure recycling bins;
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Lock the computer at your work-station when not in use; and
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Sample calls or screens must be edited in advance to delete any confidential information when a prospect or consultant wishes to listen in on calls to gauge our level of service. Sample data cannot be linked to a specifically identified customer.
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Associates may not send an email or attachment outside of T. Rowe Price that contains Identity Information of another person unless the email/attachment is encrypted. Emails that travel through the Internet (which is the case with
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emails sent outside TRP) are not encrypted. Also, password protection alone of attachments is not sufficient. However, there are several types of email channels that are secure and can be used:
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Internal emails (these go through TRP’s internal network);
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Messages that are sent and received as part of a secure online account access session (e.g., email sent to a customer’s Message Center viewable during on-line access); and
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Emails sent to a party that has enabled a domain encrypted email service with T. Rowe Price.
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Associates may not store Identity Information of another person on an unencrypted laptop, CD, “thumb” drive, or other portable device. Password protection alone is not sufficient. Laptops and Blackberries issued by T. Rowe Price are encrypted.2
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(1)
|
Allianz SE
Allianz SE (Munich, Germany)
AZ – Arges Vermogensverwaltungsgesellschaft MBH (Munich, Germany)
Fusion Company (Delaware)
Allianz Europe B.V. (Netherlands)
Allianz Europe LTD. (Amsterdam, Netherlands)
A.C.I.F. Allianz Compagnia Italia Finanziamenti S.p.A. (Milan, Italy)
Allianz Holding France S.A (Paris, France)
Allianz France S.A. (Paris, France)
Allianz Global Assistance SAS (Paris, France)
AGA International SA (Paris, France)
AGA, Inc. (District of Columbia)
Travel Care, Inc. (District of Columbia)
AGA Service Company (Virginia)
Jefferson Insurance Company (New York)
Allianz Global Corporate & Specialty AB (Munich, Germany)
Allianz Risk Transfer AG (Zurich Switzerland)
Allianz Risk Transfer, Inc. (New York, NY)
Euler Hermes S.A. (Paris France)
Euler Hermes ACI Holding, Inc. (Owings Mills Maryland, United States)
Euler Hermes North America Insurance Company (Owings Mills Maryland, United States)
Euler Hermes Services North America, LLC (Owings Mills Maryland, United States)
Euler Hermes Collections North America Company (Louisville, Kentucky, United States)
Allianz Foundation of North America (California)
Allianz Finance Corporation (Delaware)
Allianz Finanzbeteiligungs GmbH
Allianz Asset Management Aktiengesellschaft
Allianz Asset Management of America Holdings Inc.
|
||
(2)
|
Allianz of America, Inc (Delaware)
|
||
(3)
|
Allianz Mexico, S.A. Compania De Seguros Mexico
|
||
(3)
|
Allianz Global Risks US Insurance Company (Illinois)
Allianz Underwriters Insurance Company (Illinois)
1739908 Ontario, Inc. (Canada)
AIM Underwriting Ltd. (Canada)
Allianz Risk Consulting, LLC (California)
Allianz Aviation Managers, LLC (New York)
AGCS Marine Insurance Company (Illinois)
Wm. H. McGee & Co. Inc. (New York)
Wm. H. McGee & Company of Puerto Rico, Inc. (Puerto Rico)
Wm. H. McGee & Company (Bermuda) LTD (Bermuda)
Allianz Global Corporate & Specialty of Bermuda Limited (Bermuda)
Wm. H. McGee & Company of Canada, Ltd. (Canada)
|
||
(3)
|
Allianz Life Insurance Company of North America (Minnesota)
Allianz Life Financial Services, LLC (Minnesota)
Allianz Investment Management, LLC (Minnesota)
AZL PF Investments, Inc. (Minnesota)
Dresdner Kleinwort Pfandbriefe Investments II, Incl (Delaware)
Allianz Fund Investments, Inc. (Delaware)
Allianz Life and Annuity Company (Minnesota)
Allianz Individual Insurance Group, LLC (Minnesota)
CFC Capital Partners Insurance Center, LLC (California)
Personalized Brokerage Services, LLC (Kansas)
Sunderland Insurance Services, Inc. (North Dakota-40%)
Roster Financial, LLC (New Jersey)
The Annuity Store Fin. & Ins. Services, LLC (California)
Ann Arbor Annuity Exchange, LLC (Michigan)
Allegiance Marketing Group, LLC (Florida)
American Financial Marketing, LLC (Minnesota)
GamePlan Financial Marketing, LLC (Georgia)
Yorktown Financial Companies, Inc. Indiana)
Questar Capital Corporation (Minnesota)
Questar Asset Management Inc. (Minnesota)
Questar Agency, Inc. (Minnesota)
Allianz Life Insurance Company of New York (New York)
Allianz Life Insurance Company of Missouri (Missouri)
Allianz Annuity Company of Missouri (Missouri)
|
||
(3)
|
Fireman’s Fund Insurance Company (California)
Fireman’s Fund Foundation
Fireman’s Fund Indemnity Corporation (New Jersey)
American Automobile Insurance Company (Missouri)
Fireman’s Fund Insurance Company of Hawaii, Inc. (Hawaii)
Associated Indemnity Corporation (California)
San Francisco Reinsurance Company (California)
Chicago Insurance Company (Illinois)
Par Holdings LTD (Bermuda 20.05%)
Fireman’s Fund Insurance Company of Ohio (Ohio)
Life Sales, LLC (California 100%)
Interstate Fire & Casualty Company (Illinois)
Fireman’s Fund Financial Services, LLC (Delaware)
National Surety Corporation (Illinois)
International Film Guarantors, LLC (California)
International Film Guarantors LTD (UK)
The American Insurance Company (Ohio)
Standard General Agency, Inc. (Texas)
Firemans Fund County Mutual Insurance Co. (Texas)
|
||
(3)
|
AZOA Services Corporation (New York)
|
||
(3)
|
Allianz Capital Partners of America, Inc (Delaware)
Allianz Real Estate of America LLC (Delaware)
PFP Holdings, Inc. (Delaware)
Allianz Investment Company, LLC (Delaware)
|
||
(3)
|
Allianz Asset Management of America LLC (Delaware)
Allianz Asset Management of America L.P.
Oppenheimer Group, Inc
Allianz Global Investors U.S. Holdings LLC
RCM Capital Managemnt LLC
Caywood Scholl Capital Managment LLC
Allianz Global Investors U.S. LLC
Allianz Global Investors Capital Limited
NFJ Investment Group LLC
Allianz Global Investors Fund Managment LLC
Allianz Global Investors Distributors LLC
Pacific Investment Management Company LLC
PIMCO Global Holdings LLC
PIMCO Global Advisors LLC
PGA Global Services LLC
PIMCO Global Advisors (Resources) Limited
PIMCO Australia Pty Limited
PIMCO Asia Pte Ltd
PIMCO Europe Ltd – Munich Branch – Italy Branch
PIMCO Asia Limited
PIMCO Switzerland LLC
PIMCO Japan Ltd
PIMCO Global Advisors (Irelend) Limited
PIMCO Canada Corp.
PIMCO Latin America Administradora de Carteirsas Ltda.
StocksPLUS Management Inc.
PIMCO Investments LLC
PIMCO Luxembourg IV S.A.
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||