0001091439-15-000007.txt : 20150603 0001091439-15-000007.hdr.sgml : 20150603 20150420184849 ACCESSION NUMBER: 0001091439-15-000007 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 26 FILED AS OF DATE: 20150421 DATE AS OF CHANGE: 20150420 EFFECTIVENESS DATE: 20150427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST CENTRAL INDEX KEY: 0001091439 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-83423 FILM NUMBER: 15781562 BUSINESS ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 763-765-6551 MAIL ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST DATE OF NAME CHANGE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST CENTRAL INDEX KEY: 0001091439 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09491 FILM NUMBER: 15781563 BUSINESS ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 763-765-6551 MAIL ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST DATE OF NAME CHANGE: 19990721 0001091439 S000046864 AZL DFA Emerging Markets Core Equity Fund C000146452 AZL DFA Emerging Markets Core Equity Fund 0001091439 S000046865 AZL DFA International Core Equity Fund C000146453 AZL DFA International Core Equity Fund 0001091439 S000046866 AZL DFA U.S. Small Cap Fund C000146454 AZL DFA U.S. Small Cap Fund 0001091439 S000046867 AZL DFA U.S. Core Equity Fund C000146455 AZL DFA U.S. Core Equity Fund 0001091439 S000046868 AZL DFA Five-Year Global Fixed Income Fund C000146456 AZL DFA Five-Year Global Fixed Income Fund 485BPOS 1 vipdfa485bapr202015.htm VIP DFA 485B 4-20-15 vipdfa485bapr202015.htm

FILE NOS. 333-83423
                                                                        811-9491

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-1A
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [   ]
Pre-Effective Amendment No. ______ [   ]
Post-Effective Amendment No.   49 [X]
 
and/or

REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940
Amendment No.   50       [X]

(Check appropriate box or boxes.)

ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 
 
(Exact Name of Registrant as Specified in Charter)
 
 
               5701 Golden Hills Drive, Minneapolis, MN                                                                                                                          55416
_________________________________________________________________________     ___________________________
                 (Address of Principal Executive Offices)                                                                                   (Zip Code)

Registrant’s Telephone Number, including Area Code(763) 765-7453 

Erik T. Nelson, Chief Legal Officer
5701 Golden Hills Drive
Minneapolis, MN 55416-1297

(Name and Address of Agent for Service)
 
 
Approximate Date of Proposed Public Offering:   April 27, 2015 

It is proposed that this filing will become effective (check appropriate box)
 
         [   ] immediately upon filing pursuant to paragraph (b)
 
         [X] on April 27, 2015 pursuant to paragraph (b)
 
         [   ] 60 days after filing pursuant to paragraph (a)(1)
 
         [   ] on (date) pursuant to paragraph (a)(1)
 
         [   ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
 
         [   ] on (date)  pursuant to paragraph (a)(2) of Rule 485
 

If appropriate, check the following box:

         [X] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.




 
Explanatory Note: This post-effective amendment relates solely to the series of the Registrant included in Parts A and B filed herewith. Information contained in the Registration Statement relating to other series of the Registrant is neither amended nor superseded hereby.
 
 

 
 
 
 
 

 
 
 

PART A
PROSPECTUS
 
 
 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 

AZL® DFA Emerging Markets Core Equity Fund
 
AZL® DFA International Core Equity Fund
 
AZL® DFA U.S. Small Cap Fund
 
AZL® DFA U.S. Core Equity Fund
AZL® DFA Five-Year Global Fixed Income Fund
 
 
PROSPECTUS DATED APRIL 27, 2015

 
Allianz Investment Management LLC (the “Manager”)
 

Shares of each Fund are sold exclusively to certain insurance companies in connection with particular variable annuity contracts and/or variable life insurance policies (each a “Contract” and collectively the “Contracts”) they issue. The insurance companies invest in shares of the Funds in accordance with instructions received from owners of the applicable Contracts.
 
This Prospectus must be accompanied or preceded by a current prospectus for the Contracts that invest in the Funds.
 
Questions?
 
Call toll free at 1-800-624-0197 or contact your investment representative.
 
The Securities and Exchange Commission has not approved or disapproved the shares described in this Prospectus or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
This prospectus may contain information on Funds not available under your Contract. Please refer to your Contract prospectus for information regarding the investment options available to you.
 
AZL® is a registered service mark of Allianz SE. Allianz SE is the ultimate owner of the Manager.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 

 
 
 

 

 
 
TABLE OF CONTENTS
 

AZL® DFA Emerging Markets Core Equity Fund
3
AZL® DFA International Core Equity Fund
6
AZL® DFA U.S. Small Cap Fund
9
AZL® DFA U.S. Core Equity Fund
11
AZL® DFA Five-Year Global Fixed Income Fund
13
Tax Information
16
Financial Intermediary Compensation
16
More about the Funds
17
Overview
17
Investment Strategies
21
Investment Risks
22
Fund Management
28
The Manager
28
The Subadvisers of the Funds
28
The Portfolio Managers of the Funds
28
More Information About Fund Management
29
Duties of the Manager and Subadvisers
30
Payments to Affiliated Insurance Companies
30
Management Fees
30
Legal Proceedings
31
The Administrator
31
The Distributor
31
The Custodian
31
Disclosure of Portfolio Holdings
31
The Commodity Exchange Act
31
Shareholder Information
32
Pricing of Fund Shares
32
Purchase and Redemption of Shares
32
Market Timing
33
Distribution (12b-1) Fees
33
Dividends, Distributions, and Taxes
34
Financial Highlights
35

 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 

 
 
2

 
Fund Summaries AZL® DFA Emerging Markets Core Equity Fund
 


AZL® DFA Emerging Markets Core Equity Fund

Investment Objective
 

The Fund seeks long-term capital appreciation.
 

 
Fees and Expenses
 

 
Fees and Expenses of the Fund
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  The Fund is offered exclusively as an investment option for certain Contracts.  The table below reflects only Fund expenses and does not reflect Contract fees and expenses.  Please refer to the Contract prospectus for a description of those fees and expenses.
 
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Management Fee
1.25%
Distribution (12b-1) Fees
0.25%
Other Expenses(1)
0.30%
Total Annual Fund Operating Expenses
1.80%
Management Fee Waiver(2)
-0.30%
Total Annual Fund Operating Expenses After Management Fee Waiver(2)
1.50%
 
(1)
Other Expenses are based on estimated amounts for the current fiscal year.
(2)
The Manager and the Fund have entered into a written agreement reducing the Fund’s Management Fee to 0.95%, through at least April 30, 2016. After April 30, 2016, this Management Fee reduction may be terminated by the Manager for any reason.
 
 
Example
 
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
$153
$537
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The portfolio turnover rate is not presented because the Fund had not commenced operations as of the date of this Prospectus.
 
Investments, Risks, and Performance
 
Principal Investment Strategies of the Fund
 
The Fund purchases a broad and diverse group of securities associated with emerging markets, as designated by the subadviser, which may include frontier markets (emerging market countries in an earlier stage of development), with an increased exposure to securities of small cap issuers and securities that it considers to be value securities. The Fund intends to have an increased exposure to securities of small cap issuers and securities that it considers to be value securities, as compared to the representation of such securities in the universe of the Fund’s eligible investments. In assessing value, the subadviser may consider factors such as the issuer’s securities having a high book value in relation to their market value, as well as price to cash flow or price to earnings ratios. The criteria the subadviser uses for assessing value are subject to change from time to time. In addition, the subadviser may adjust the representation in the Fund of an eligible company, or exclude a company, after considering profitability relative to other eligible companies. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
3

 
Fund Summaries AZL® DFA Emerging Markets Core Equity Fund
 



 
As a non-fundamental policy, under normal circumstances, the Fund will invest at least 80% of its net assets in emerging markets equity investments.
 
The Fund may gain exposure to companies by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuer’s domicile country. The Fund may use derivatives, such as futures contracts and options on futures contracts or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund.
 
 
Principal Risks of Investing in the Fund
 
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
 
The following is a summary of the principal risks to which the Fund’s portfolio as a whole is subject.  As changes occur in a Fund’s portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
 
Market Risk  The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
 
Issuer Risk  The value of a security may decline for a number of reasons directly related to the issuer of the security.
 
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.
 
Value Stocks Risk  Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Fund to at times underperform equity funds that use other investment strategies.
 
Capitalization Risk  Investing in small to midsized companies creates risk because smaller companies may have unpredictable or limited earnings, and their securities may be less liquid or experience more volatile prices than those of large companies.
 
Emerging Markets Risk  Emerging markets may have less developed or more volatile trading markets, less developed legal and accounting systems, and greater likelihood of government restrictions, nationalization, or confiscation than developed countries. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
 
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.
 
Depositary Receipt Risk  Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. Investing in these instruments may expose the Fund to credit risk with respect to the issuer of the depositary receipt, in addition to the risks of the underlying investment.
 
Currency Risk  Investing in securities that trade in and receive revenues in foreign currencies creates risk because foreign currencies may decline relative to the U.S. dollar, resulting in a potential loss to the Fund.
 
Derivatives Risk  Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
 
 
Performance Information
 
Performance information is not presented because the Fund has not had a full calendar year of operations.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
4

 
Fund Summaries AZL® DFA Emerging Markets Core Equity Fund
 




 
Management
 

 
Allianz Investment Management LLC serves as the investment adviser to the Fund.
 
 
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
 
The Fund’s portfolio managers are: Karen Umland, Senior Portfolio Manager and Vice President; Joseph H. Chi, Senior Portfolio Manager and Vice President; Jed S. Fogdall, Senior Portfolio Manager and Vice President; and Henry F. Gray, Vice President, since April 2015.
 
For important information about tax information and financial intermediary compensation, please turn to the sections “Tax Information” and “Financial Intermediary Compensation” at page 16 in this prospectus.

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
5

 
Fund Summaries AZL® DFA International Core Equity Fund
 


AZL® DFA International Core Equity Fund
 
Investment Objective

 
The Fund seeks long-term capital appreciation
 
Fees and Expenses
 
Fees and Expenses of the Fund
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. Please refer to the Contract prospectus for a description of those fees and expenses.
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Management Fee
0.95%
Distribution (12b-1) Fees
0.25%
Other Expenses(1)
0.15%
Total Annual Fund Operating Expenses
1.35%
Management Fee Waiver(2)
-0.20%
Total Annual Fund Operating Expenses After Management Fee Waiver(2)
1.15%
 
(1)
Other Expenses are based on estimated amounts for the current fiscal year.
(2)
The Manager and the Fund have entered into a written agreement reducing the Fund’s Management Fee to 0.75%, through at least April 30, 2016. After April 30, 2016, this Management Fee reduction may be terminated by the Manager for any reason.
 
 
Example
 
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
$117
$408
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The portfolio turnover rate is not presented because the Fund had not commenced operations as of the date of this Prospectus.

 
Investments, Risks, and Performance
 
Principal Investment Strategies of the Fund
 
The Fund purchases a broad and diverse group of securities of non-U.S. companies in developed markets with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe. For purposes of this Fund, the subadviser defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets. The Fund’s increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the Fund’s assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. An equity issuer is considered a value company primarily because it has a high book value in relation to its market capitalization.
 
The Fund intends to purchase securities of companies associated with developed market countries that the subadviser has designated as approved markets. As a non-fundamental policy, under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The subadviser of the Fund determines company size on a country or region
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
6

 
Fund Summaries AZL® DFA International Core Equity Fund
 



 
specific basis and based primarily on market capitalization. The percentage allocation of the assets of the Fund to securities of the largest growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the International Universe. The percentage by which the Fund’s allocation to securities of the largest growth companies is reduced will change due to market movements and other factors. Additionally, the Fund’s percentage allocation to all securities as compared to their representation in the International Universe may be modified after considering other factors the subadviser determines to be appropriate, such as free float, momentum, trading strategies, liquidity management, and profitability. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
 
The Fund may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuer’s domicile country. The Fund also may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund.
 
 
Principal Risks of Investing in the Fund
 
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
 
The following is a summary of the principal risks to which the Fund’s portfolio as a whole is subject. As changes occur in a Fund’s portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
 
Market Risk  The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
 
Issuer Risk  The value of a security may decline for a number of reasons directly related to the issuer of the security.
 
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.
 
Value Stocks Risk  Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Fund to at times underperform equity funds that use other investment strategies.
 
Capitalization Risk  Investing in small to midsized companies creates risk because smaller companies may have unpredictable or limited earnings, and their securities may be less liquid or experience more volatile prices than those of large companies.
 
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.
 
Depositary Receipt Risk  Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. Investing in these instruments may expose the Fund to credit risk with respect to the issuer of the depositary receipt, in addition to the risks of the underlying investment.
 
Currency Risk  Investing in securities that trade in and receive revenues in foreign currencies creates risk because foreign currencies may decline relative to the U.S. dollar, resulting in a potential loss to the Fund.
 
Derivatives Risk  Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
7

 
Fund Summaries AZL® DFA International Core Equity Fund
 



Performance Information
 
Performance information is not presented because the Fund has not had a full calendar year of operations.
 

 
Management
 

 
Allianz Investment Management LLC serves as the investment adviser to the Fund.
 
 
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
 
 
The Fund’s portfolio managers are: Karen Umland, Senior Portfolio Manager and Vice President; Joseph H. Chi, Senior Portfolio Manager and Vice President; Jed S. Fogdall, Senior Portfolio Manager and Vice President; and Henry F. Gray, Vice President, since April 2015.
 
For important information about tax information and financial intermediary compensation, please turn to the sections “Tax Information” and “Financial Intermediary Compensation” at page 16 in this prospectus.

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
8

 
Fund Summaries AZL® DFA U.S. Small Cap Fund
 


 
AZL® DFA U.S. Small Cap Fund
 
Investment Objective

The Fund seeks long-term capital appreciation.
 
Fees and Expenses

 
Fees and Expenses of the Fund
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  The Fund is offered exclusively as an investment option for certain Contracts.  The table below reflects only Fund expenses and does not reflect Contract fees and expenses.  Please refer to the Contract prospectus for a description of those fees and expenses.
 
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Management Fee
0.85%
Distribution (12b-1) Fees
0.25%
Other Expenses(1)
0.15%
Total Annual Fund Operating Expenses
1.25%
Management Fee Waiver(2)
-0.15%
Total Annual Fund Operating Expenses After Management Fee Waiver(2)
1.10%
 
(1)
Other Expenses are based on estimated amounts for the current fiscal year.
(2)
The Manager and the Fund have entered into a written agreement reducing the Fund’s Management Fee to 0.70%, through at least April 30, 2016. After April 30, 2016, this Management Fee reduction may be terminated by the Manager for any reason.
 
Example
 
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
$112
$382
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The portfolio turnover rate is not presented because the Fund had not commenced operations as of the date of this Prospectus.
 
Investments, Risks, and Performance
 
Principal Investment Strategies of the Fund
 
The Fund, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of U.S. small cap companies. A company’s market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. small cap company, the greater its representation in the Fund. The Fund may modify market capitalization weights and even exclude companies after considering such factors as free float, momentum, trading strategies, liquidity management, and profitability, as well as other factors that the subadviser determines to be appropriate, given market conditions. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
 
As a non-fundamental policy, under normal circumstances, the subadviser will invest at least 80% of its net assets in securities of small cap U.S. companies. As of the date of this Prospectus, for purposes of the Fund, the subadviser considers small cap companies to be companies, at the time of purchase, whose market capitalizations are generally in the
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
9

 
Fund Summaries AZL® DFA U.S. Small Cap Fund
 



 
lowest 10% of total market capitalization or companies whose market capitalizations are smaller than the 1,000th largest U.S. company, whichever results in the higher market capitalization break. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (“NYSE”), NYSE MKT LLC, Nasdaq Global Market® or such other securities exchanges deemed appropriate by the subadviser. Under the subadviser’s market capitalization guidelines described above, as of December 31, 2014, the market capitalization of a small cap company was $3.938 billion or below. This dollar amount will change due to market conditions.
 
The Fund may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund.
 
 
Principal Risks of Investing in the Fund
 
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
 
The following is a summary of the principal risks to which the Fund’s portfolio as a whole is subject.  As changes occur in a Fund’s portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
 
Market Risk  The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
 
Issuer Risk  The value of a security may decline for a number of reasons directly related to the issuer of the security.
 
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.
 
Capitalization Risk  Investing in small to midsized companies creates risk because smaller companies may have unpredictable or limited earnings, and their securities may be less liquid or experience more volatile prices than those of large companies.
 
Derivatives Risk  Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
 
Performance Information
 
Performance information is not presented because the Fund has not had a full calendar year of operations.
 
Management

 
Allianz Investment Management LLC serves as the investment adviser to the Fund.
 
 
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
 
The Fund’s portfolio managers are: Joseph H. Chi, Senior Portfolio Manager and Vice President; Jed S. Fogdall, Senior Portfolio Manager and Vice President; Henry F. Gray, Vice President; and Bhanu P. Singh, Portfolio Manager and Vice President, since April 2015.
 
For important information about tax information and financial intermediary compensation, please turn to the sections “Tax Information” and “Financial Intermediary Compensation” at page 16 in this prospectus.
 
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
10

 
Fund Summaries AZL® DFA U.S. Core Equity Fund
 

 
AZL® DFA U.S. Core Equity Fund
 
Investment Objective

The Fund seeks long-term capital appreciation.
 
Fees and Expenses
 
Fees and Expenses of the Fund
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts.  The table below reflects only Fund expenses and does not reflect Contract fees and expenses.  Please refer to the Contract prospectus for a description of those fees and expenses.
 
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Management Fee
0.80%
Distribution (12b-1) Fees
0.25%
Other Expenses(1)
0.07%
Total Annual Fund Operating Expenses
1.12%
Management Fee Waiver(2)
-0.26%
Total Annual Fund Operating Expenses After Management Fee Waiver(2)
0.86%
 
(1)
Other Expenses are based on estimated amounts for the current fiscal year.
(2)
The Manager and the Fund have entered into a written agreement reducing the Fund’s Management Fee to 0.54%, through at least April 30, 2016. After April 30, 2016, this Management Fee reduction may be terminated by the Manager for any reason.
 
 
Example
 
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
$88
$330
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The portfolio turnover rate is not presented because the Fund had not commenced operations as of the date of this Prospectus.
 
Investments, Risks, and Performance
 
 
Principal Investment Strategies of the Fund
 
The Fund purchases a broad and diverse group of securities of U.S. companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe. The subadviser generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (“NYSE”), NYSE MKT LLC or Nasdaq Global Market® or such other securities exchanges deemed appropriate by the subadviser. The Fund’s increased exposure to small and value companies may be achieved by decreasing the allocation of the Fund’s assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. An equity issuer is considered a value company primarily because it has a high book value in relation to its market capitalization.
 
As a non-fundamental policy, under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of U.S. companies. The percentage allocation of the assets of the Fund to securities of the largest U.S. growth
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
11

 
Fund Summaries AZL® DFA U.S. Core Equity Fund
 



 
companies as defined above will generally be reduced from between 2.5% and 25% of their percentage weight in the U.S. Universe. The percentage by which the Fund’s allocation to securities of the largest U.S. growth companies is reduced will change due to market movements. Additionally, the Fund’s percentage allocation to all securities as compared to their representation in the U.S. Universe may be modified after considering other factors the subadviser determines to be appropriate, such as free float, momentum, trading strategies, liquidity management, and profitability. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
 
The Fund may use derivatives, such as futures contracts and options or futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund.
 
 
Principal Risks of Investing in the Fund
 
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
 
The following is a summary of the principal risks to which the Fund’s portfolio as a whole is subject.  As changes occur in a Fund’s portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
 
Market Risk  The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
 
Issuer Risk  The value of a security may decline for a number of reasons directly related to the issuer of the security.
 
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.
 
Value Stocks Risk  Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Fund to at times underperform equity funds that use other investment strategies.
 
Capitalization Risk  Investing in small to midsized companies creates risk because smaller companies may have unpredictable or limited earnings, and their securities may be less liquid or experience more volatile prices than those of large companies.
 
Derivatives Risk  Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
 
 
Performance Information
 
Performance information is not presented because the Fund has not had a full calendar year of operations.
 
Management
 
Allianz Investment Management LLC serves as the investment adviser to the Fund.
 
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
 
The Fund’s portfolio managers are: Joseph H. Chi, Senior Portfolio Manager and Vice President; Jed S. Fogdall, Senior Portfolio Manager and Vice President; Henry F. Gray, Vice President; and Bhanu P. Singh, Portfolio Manager and Vice President, since April 2015.
 
For important information about tax information and financial intermediary compensation, please turn to the sections “Tax Information” and “Financial Intermediary Compensation” at page 16 in this prospectus.

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
12

 
Fund Summaries AZL® DFA Five-Year Global Fixed Income Fund
 

 
AZL® DFA Five-Year Global Fixed Income Fund
 
Investment Objective

The Fund seeks to provide a market rate of return for a fixed income portfolio with low relative volatility of returns, and seeks to focus the eligible universe on securities with relatively less expected upward or downward movement in market value.
 
Fees and Expenses
 
Fees and Expenses of the Fund
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  The Fund is offered exclusively as an investment option for certain Contracts.  The table below reflects only Fund expenses and does not reflect Contract fees and expenses.  Please refer to the Contract prospectus for a description of those fees and expenses.
 
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Management Fee
0.60%
Distribution (12b-1) Fees
0.25%
Other Expenses(1)
0.05%
Total Annual Fund Operating Expenses
0.90%
Management Fee Waiver(2)
-0.10%
Total Annual Fund Operating Expenses After Management Fee Waiver(2)
0.80%
 
(1)
Other Expenses are based on estimated amounts for the current fiscal year.
(2)
The Manager and the Fund have entered into a written agreement reducing the Fund’s Management Fee to 0.50%, through at least April 30, 2016. After April 30, 2016, this Management Fee reduction may be terminated by the Manager for any reason.
 
 
Example
 
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
$82
$277
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The portfolio turnover rate is not presented because the Fund had not commenced operations as of the date of this Prospectus.
 
Investments, Risks, and Performance
 
Principal Investment Strategies of the Fund
 
The Fund seeks to achieve its investment objective by generally investing in a universe of U.S. and foreign debt securities maturing in five years or less. The Fund primarily invests in obligations issued or guaranteed by the U.S. and foreign governments, their agencies and instrumentalities, corporate debt obligations, bank obligations, commercial paper, repurchase agreements, obligations of other domestic and foreign issuers, securities of domestic or foreign issuers denominated in U.S. dollars but not trading in the United States, and obligations of supranational organizations. At the present time, the subadviser of the Fund expects that most investments will be made in the obligations of issuers which are in developed countries. However, in the future, the Fund anticipates investing in issuers located in other countries as well. Under normal market conditions, the Fund intends to invest its assets to gain exposure to issuers of at least three different countries, one of which may be the United States. An issuer may be considered to be of a country if it is organized, has the majority of its assets, or derives a majority of its operating income in that country. As a non-
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
13

 
Fund Summaries AZL® DFA Five-Year Global Fixed Income Fund
 



 
fundamental policy, under normal circumstances, the Fund will invest at least 80% of its net assets in fixed income securities that mature within five years from the date of settlement.
 
It is the policy of the Fund that the weighted average length of maturity of investments will not exceed five years. In making purchase decisions, if the anticipated maturity risk premium is greater for longer-term securities in the eligible maturity range, the Fund will focus investment in that longer-term area, otherwise, the Fund will focus investment in the short-term range of the eligible maturity range. However, investments may be made in obligations maturing in a shorter time period (from overnight, to up to five years from the date of settlement). The Fund is authorized to invest more than 25% of its total assets in U.S. Treasury bonds, bills and notes and obligations of federal agencies and instrumentalities. Because many of the Fund’s investments will be denominated in foreign currencies, the Fund will also enter into forward foreign currency contracts to attempt to protect against uncertainty in the level of future foreign currency rates, to hedge against fluctuations in currency exchange rates or to transfer balances from one currency to another. In regard to currency hedging, it is generally not possible to precisely match the foreign currency exposure of such forward foreign currency contracts to the value of the securities involved due to fluctuations in the market values of such securities and cash flows into and out of the Fund between the date a forward foreign currency contract is entered into and the date it expires. The Fund may use derivatives, such as futures contracts and options on futures contracts, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund.
 
 
Principal Risks of Investing in the Fund
 
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
 
The following is a summary of the principal risks to which the Fund’s portfolio as a whole is subject. As changes occur in a Fund’s portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
 
Market Risk  The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
 
•     Issuer Risk  The value of a security may decline for a number of reasons directly related to the issuer of the security.
 
Selection Risk  There can be no guarantee that investment decisions made for the fund will produce the desired results.
 
Derivatives Risk  Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
 
Credit Risk  The failure of the issuer of a debt security to pay interest or repay principal in a timely manner may have an adverse impact on the Fund’s earnings.
 
•     Liquidity Risk  An investment that is difficult to purchase or sell may have an adverse effect on the Fund’s returns.
 
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.
 
Currency Risk  Investing in securities that trade in and receive revenues in foreign currencies creates risk because foreign currencies may decline relative to the U.S. dollar, resulting in a potential loss to the Fund.
 
Interest Rate Risk  Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.
 
Income Risk  Falling interest rates may cause the Fund’s income to decline.
 
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.
 
Sovereign Debt Risk  Sovereign debt instruments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
14

 
Fund Summaries AZL® DFA Five-Year Global Fixed Income Fund
 



 
 
relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies.
 
 
Performance Information
 
Performance information is not presented because the Fund has not had a full calendar year of operations.
 
 
Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
 
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
 
The Fund’s portfolio managers, since April 2015, are David A. Plecha, Senior Portfolio Manager and Vice President, and Joseph F. Kolerich, Senior Portfolio Manager and Vice President.
 
For important information about tax information and financial intermediary compensation, please turn to the sections “Tax Information” and “Financial Intermediary Compensation” at page 16 in this prospectus.
 

 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
15

 
Fund SummariesTax Information and Financial Intermediary Compensation
 



 
 
TAX INFORMATION
 
 
Shares of the Funds are sold exclusively to the separate accounts of certain insurance companies in connection with particular variable annuity and variable life insurance contracts (the “Contracts”).  Provided that a Fund and a separate account investing in the Fund satisfy applicable tax requirements, any distributions from the Fund to the separate account will be exempt from current federal income taxation to the extent that such distributions accumulate in the Contract.  You should refer to your Contract prospectus for further information regarding the tax treatment of the Contract and the separate accounts in which the Contract is invested.
 
 
 
FINANCIAL INTERMEDIARY COMPENSATION
 
 
Shares of the Funds are sold exclusively to certain insurance companies in connection with particular Contracts. The Trust and its related companies may pay such insurance companies (or their related companies) for the sale of shares of the Funds and related services. Such insurance companies (or their related companies) may pay broker-dealers or other financial intermediaries (such as banks) that sell the Contracts for the sale of shares of the Funds and related services. When received by an insurance company, such payments may be a factor that the insurance companies consider in including a Fund as an investment option in the Contracts. The prospectus or other disclosures relating to a Contract may contain additional information about these payments. When received by a broker-dealer or other intermediary, such payments may create a conflict of interest by influencing the broker-dealer or other intermediary and salespersons to recommend the Fund over other mutual funds available as investment options in the Contracts. Ask the salesperson or visit the financial intermediary's website for more information.
 
 

 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
16

 
More About the Funds Overview
 



 
 
MORE ABOUT THE FUNDS
 
 
Overview
 
The Allianz Variable Insurance Products Trust (the “VIP Trust”) consists of 36 separate investment portfolios (together, the “Funds,” “VIP Funds” or “Allianz VIP Funds,” and each individually, a “Fund,” “VIP Fund,” or “Allianz VIP Fund”). Each Fund is a diversified open-end fund and a series of the VIP Trust. Within the scope of an investment program approved by the Board of Trustees to the VIP Funds (the “Board,” the “Trustees” or the “Board of Trustees”), the Funds are managed by Allianz Investment Management LLC (the “Manager”), which in turn has retained certain asset management firms (the “subadvisers”) to make investment decisions on behalf of the Funds. The Manager selected each subadviser based on the subadviser’s experience with the investment strategy for which it was selected. The VIP Trust provides investment vehicles for variable annuity contracts and variable life insurance policies (the “Contracts”) offered by the separate accounts of various life insurance companies affiliated with the Manager. The separate accounts buy, and own, shares of the Funds on behalf of Contract owners who direct purchase payments to subaccounts of the separate accounts that invest in the Funds. Therefore, you cannot directly purchase, nor will you directly own, shares of the Funds.
 
This prospectus is designed to help you make informed decisions about certain investment options available under your Contract. You will find details about how your Contract works in the related Contract prospectus.
 
This prospectus summarizes key information about the Funds, including information regarding the investment objectives, strategies and risks and performance and fees for five of the Funds. “You” and “your” refer to both direct shareholders (including the insurance company separate accounts that invest assets on behalf of their contract holders) and contract holders who invest in the Funds indirectly through the Contracts.
 
The Funds have the flexibility to make portfolio investments and engage in investment techniques that differ from the strategies discussed in this prospectus.
 
Unless otherwise indicated, any percentage limitation on a Fund’s holdings set forth in the summaries above is applied only when that particular type of security is purchased. In the case of illiquid securities, if the limitation is exceeded, the Funds will take appropriate steps to bring the aggregate amount of illiquid securities below the limit as soon as practicable.
 
Investors should carefully consider their investment goals and willingness to tolerate investment risk before allocating their investment to a Fund.
 
Certain of the Funds may have names, investment objectives, strategies, portfolio manager(s), and characteristics that are substantially similar to other mutual funds managed by the subadvisers. However, the asset size, portfolio composition, fees, and expenses of a Fund may be different from those of any similar fund, and performance may be better or worse. No representation is made that the Funds will perform in an equivalent manner to the similar funds. Funds may be added or removed from the VIP Trust from time to time.
 
The following Funds have names that suggest a focus on a particular type of investment:
 
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL DFA U.S. Core Equity Fund
AZL DFA Five-Year Global Fixed Income Fund
 
In accordance with Rule 35d-1 under the Investment Company Act of 1940 (the “1940 Act”), each of these funds has adopted a policy that it will, under normal circumstances, invest at least 80% of its assets (exclusive of collateral received in connection with securities lending) in investments of the type suggested by its name. For this policy, “assets” means net assets plus the amount of any borrowings for investment purposes. In addition, in appropriate circumstances, synthetic investments, or derivatives, such as futures and options, may be included in the 80% basket. Only the market value of derivatives instruments will be used for purposes of meeting the 80% policy. A Fund’s policy to invest at least 80% of its assets in such a manner is not a “fundamental” policy, which means that it may be changed without the vote of a majority of a Fund’s outstanding shares as defined in the 1940 Act. The name of each of these Funds may be changed at any time
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
17

 
More About the Funds Overview
 



 
by a vote of the Trustees. However, Rule 35d-1 also requires that shareholders be given written notice at least 60 days prior to any change by a Fund of its 80% investment policy.
 
 
The investment objective of each Fund may be changed by the Trustees without shareholder approval.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
18

 
More About the Funds Overview
 


 
AZL DFA Five-Year Global Fixed Income Fund
 
 
The following is a further description of the categories of investments that may be acquired by the Fund:
 
 
U.S. Government Obligations—Debt securities issued by the U.S. Treasury which are direct obligations of the U.S. Government, including bills, notes and bonds.
 
 
U.S. Government Agency Obligations—Issued or guaranteed by U.S. government-sponsored instrumentalities and federal agencies, which have different levels of credit support. The U.S. government agency obligations include, but are not limited to, securities issued by agencies and instrumentalities of the U.S. Government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration and Ginnie Mae, including Ginnie Mae pass-through certificates. Other securities issued by agencies and instrumentalities sponsored by the U.S. Government may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or are supported only by the credit of such agencies, such as Freddie Mac and Fannie Mae.
 
 
Corporate Debt Obligations—Nonconvertible corporate debt securities (e.g., bonds and debentures), which are rated Aa3 or better by Moody’s, or AA- or better by S&P, or AA- or better by Fitch, or if there is no rating for the debt security, they are determined by the Subadviser to be of comparable quality to equivalent issues of the same issuer rated at least AA- or Aa3.
 
 
Bank Obligations—Obligations of U.S. banks and savings and loan associations and dollar-denominated obligations of U.S. subsidiaries and branches of foreign banks, such as certificates of deposit (including marketable variable rate certificates of deposit), time deposits and bankers’ acceptances. Bank certificates of deposit will only be acquired from banks having assets in excess of $1,000,000,000.
 
 
Commercial Paper—Rated, at the time of purchase, A1 or better by S&P or Prime1 by Moody’s, or F1 or better by Fitch or, if unrated, issued by a corporation having an outstanding unsecured debt issue rated  Aaa by Moody’s or AAA by S&P or AAA by Fitch.
 
 
Repurchase Agreements—Instruments through which the Fund may purchase securities (“underlying securities”) from a bank or a registered U.S. government securities dealer, with an agreement by the seller to repurchase the securities at an agreed price, plus interest at a specified rate. The underlying securities will be limited to U.S. government and agency obligations described in (1) and (2) above. The Fund will not enter into a repurchase agreement with a duration of more than seven days if, as a result, more than 10% of the value of the Fund’s total assets would be so invested. In addition, a repurchase agreement with a duration of more than seven days will be subject to the Fund’s policy regarding illiquid securities. The Fund also will only invest in repurchase agreements with a bank if the bank has at least $1,000,000,000 in assets and is approved by the Investment Committee of the subadviser. The subadviser will monitor the market value of the securities plus any accrued interest thereon so that they will at least equal the repurchase price.
 
 
Foreign Government and Agency Obligations—Bills, notes, bonds and other debt securities issued or guaranteed by foreign governments, or their agencies and instrumentalities.
 
 
Supranational Organization Obligations—Debt securities of supranational organizations such as the European Investment Bank, the Inter-American Development Bank or the World Bank, which are chartered to promote economic development.
 
 
Foreign Issuer Obligations—Debt securities of non-U.S. issuers rated AA- or better by S&P or Fitch, Aa3or better by Moody’s, or, if unrated, securities that have been determined by the subadviser to be of comparable quality.
 
 
Eurodollar Obligations—Debt securities of domestic or foreign issuers denominated in U.S. dollars but not trading in the United States.
 
 
Money Market Funds—The Fund may invest in affiliated and unaffiliated registered and unregistered money market funds. Investments in money market funds may involve a duplication of certain fees and expenses.
 
 
The categories of investments that may be acquired by the Fund include both fixed and floating rate securities. Floating rate securities bear interest at rates that vary with prevailing market rates. Interest rate adjustments are made periodically (e.g., every six months), usually based on a money market index such as the London Interbank Offered Rate (LIBOR) or the Treasury bill rate.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
19

 
More About the Funds Overview
 


 

 
 
The Fund will be managed with a view to capturing credit risk premiums and term or maturity premiums. The term “credit risk premium” means the anticipated incremental return on investment for holding obligations considered to have greater credit risk than direct obligations of the U.S. Treasury, and “maturity risk premium” means the anticipated incremental return on investment for holding securities having longer-term maturities as compared to securities having shorter-term maturities. At times when, in the subadviser’s judgment, eligible foreign securities do not offer maturity risk premiums that compare favorably with those offered by eligible U.S. Securities, the Fund will be invested primarily in the latter securities. The subadviser believes that credit risk premiums are available largely through investment in commercial paper, certificates of deposit and corporate obligations. The holding period for assets of the Fund will be chosen with a view to maximizing anticipated returns, net of trading costs.
 
 
The Fund may engage in frequent trading of portfolio securities and, therefore, may be expected to have a high portfolio turnover rate. The rate of portfolio turnover will depend upon market and other conditions; it will not be a limiting factor when management believes that portfolio changes are appropriate. While the Fund acquires securities in principal transactions and, therefore, does not pay brokerage commissions, the spread between the bid and asked prices of a security may be considered to be a “cost” of trading. Such costs ordinarily increase with trading activity. However, securities ordinarily will be sold when, in the subadviser’s judgment, the expected return of the Fund will be increased as a result of portfolio transactions after taking into account the cost of trading. It is anticipated that short-term instruments will be acquired in the primary and secondary markets. A high portfolio turnover rate may result in increased trading costs.
 
 
Fund Operating Expense Limitation Agreements
 
The Manager and each of the following Funds have entered into a written agreement, through April 30, 2016, limiting the operating expenses of the Fund, excluding certain expenses (such as interest expense, acquired fund fees, cash overdraft fees, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Fund’s business), to the amount set forth below. After April 30, 2016, the Manager may terminate the agreement for any reason on 30 days written notice to the Fund. Each Fund is authorized to reimburse the Manager for management fees previously waived and/or for the cost of expenses previously paid by the Manager pursuant to this agreement, provided that such reimbursement will not cause the Fund to exceed any limits in effect at the time of such reimbursement. The Fund’s ability to reimburse the Manager in this manner only applies to fees paid or reimbursements made by the Manager within the three fiscal years prior to the date of such reimbursement. To the extent that a Fund makes such reimbursements to the Manager, the amount of the reimbursements will be reflected in the financial statements in the Fund’s shareholder reports and in Other Expenses under Fees and Expenses of the Fund.
 
Name of Fund
Operating Expense Limitation (through April 30, 2016)
 
Class 1
Class 2
AZL DFA Emerging Markets Core Equity Fund
N/A
1.50%
AZL DFA International Core Equity Fund
N/A
1.39%
AZL DFA U.S. Small Cap Fund
N/A
1.35%
AZL DFA U.S. Core Equity Fund
N/A
1.20%
AZL DFA Five-Year Global Fixed Income Fund
N/A
0.95%

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
20

 
More About the Funds Investment Strategies
 



 
Investment Strategies
 
 
Temporary Defensive Positions
 
For temporary defensive purposes or when cash is temporarily available, each of the Funds may invest in investment grade, short-term debt instruments, including government, corporate, and money market securities. If a Fund invests substantially in such instruments, it may not be pursuing its principal investment strategies and may not achieve its investment objective.
 
 
Frequent Trading
 
The following Fund may engage in frequent trading in order to achieve its investment objectives. Frequent trading may result in higher transaction costs, which adversely affects a Fund’s performance.
 
·  
AZL DFA Five-Year Global Fixed Income Fund
 
 
Approved Markets
 
 
The subadviser will determine in its discretion which countries to designate as approved markets for investment by the AZL DFA Emerging Markets Core Equity Fund and AZL DFA International Core Equity Fund, and whether to invest in such approved markets.  A Fund may continue to hold investments in countries that are not currently designated as approved markets, but had been authorized for investment in the past, and may reinvest distributions received in connection with such existing investments in such previously approved markets.
 
 
A security is associated with an approved market if, for among other reasons, it: (i) is organized under the laws of, or maintains its principal place of business in, an approved market; (ii) is a security for which the principal trading market is in an approved market; (iii) is issued or guaranteed by the government of an approved market, its agencies or instrumentalities, or the central bank of such country or territory; (iv) is denominated in an approved market currency issued by companies to finance operations in approved markets; (v) derives at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed in approved markets or have at least 50% of its assets in approved markets; (vi) is an equity security in approved markets in the form of depositary shares; (vii) is a security of a pooled investment vehicle that invests primarily in securities of approved markets or is a derivative instrument that derives its value from securities of approved markets; (viii) for the AZL DFA International Core Equity Fund, is included in the MSCI World ex USA Index; or (ix) for the AZL DFA Emerging Markets Core Equity Fund, is included in the MSCI Emerging Markets Index.  Securities of approved markets may include securities of companies that have characteristics and business relationships common to companies in other countries or regions. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries or regions as well as in the approved markets.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
21

 
More About the Funds Investment Risks
 



 
Investment Risks
 
The following provides additional information regarding the principal risks of investing in the Funds:
 
Capitalization Risk
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL DFA U.S. Core Equity Fund
To the extent the Fund invests significantly in small and/or mid-capitalization companies, it may have capitalization risk. These companies may present additional risk because they have less predictable earnings or no earnings, more volatile share prices and less liquid securities than large capitalization companies. These securities may fluctuate in value more than those of larger, more established companies and, as a group, may suffer more severe price declines during periods of generally declining stock prices. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the price of smaller companies’ securities and the Fund’s ability to sell them when the portfolio manager deems it appropriate. These companies may have limited product lines, markets, or financial resources, or may depend on a limited management group. Small-cap companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. The value of some of the Fund’s investments will rise and fall based on investor perception rather than economic factors.

 
Credit Risk
AZL DFA Five-Year Global Fixed Income Fund
Credit risk is the chance that the issuer of a debt security will fail to repay interest and principal in a timely manner, reducing the Fund’s return. Also, an issuer may suffer adverse changes in financial condition that could lower the credit quality and liquidity of a security, leading to greater volatility in the price of the security and the Fund’s shares.

 
Currency Risk
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA Five-Year Global Fixed Income Fund
Funds that invest in securities that trade in, and receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by the U.S. or foreign governments, central banks, or supranational authorities, such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the U.S. or abroad. As a result, the Fund’s investments with exposure to foreign currency fluctuations may decline in value (in terms of the U.S. dollar) and reduce the returns of the Fund.

 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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More About the Funds Investment Risks
 



 
Depositary Receipt Risk
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities.

 
Derivatives Risk
AZL DFA Emerging Markets Core Equity Fund AZL DFA International Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL DFA U.S. Core Equity Fund
AZL DFA Five-Year Global Fixed Income Fund
The Funds listed may invest in derivatives as a principal strategy. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Funds typically use derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. Funds may also use derivatives for leverage, in which case their use would involve leveraging risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The counterparty to a derivatives contract could default. As required by applicable law, any Fund that invests in derivatives segregates cash or liquid securities, or both, to the extent that its obligations under the instrument (for example, forward contracts and futures that are required to “cash settle”) are not covered through ownership of the underlying security, financial instrument, or currency.

 
Emerging Markets Risk
AZL DFA Emerging Markets Core Equity Fund
In addition to the risks described under “Foreign Risk”, issuers in emerging markets may present greater risk than investing in foreign issuers generally. Emerging markets may have less developed trading markets and exchanges which may make it more difficult to sell securities at an acceptable price and their prices may be more volatile than securities of companies in more developed markets. Settlements of trades may be subject to greater delays so that the Fund may not receive the proceeds of a sale of a security on a timely basis. Emerging countries may also have less developed legal and accounting systems and investments may be subject to greater risks of government restrictions, nationalization, or confiscation.

 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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More About the Funds Investment Risks
 



 
Foreign Risk
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA Five-Year Global Fixed Income Fund
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.

 
Income Risk
AZL DFA Five-Year Global Fixed Income Fund
Income risk is the chance that falling interest rates will cause the Fund’s income to decline. Income risk is generally higher for short-term bonds.

 
Interest Rate Risk
AZL DFA Five-Year Global Fixed Income Fund
Interest rate risk is the chance that the value of the bonds the Fund holds will decline due to rising interest rates. When interest rates rise, the price of most bonds goes down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

 
Issuer Risk
•All of the Funds
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.

 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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More About the Funds Investment Risks
 



 
Liquidity Risk
AZL DFA Five-Year Global Fixed Income Fund
Liquidity risk exists when particular investments are difficult to purchase or sell. Investments in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Restricted securities may be subject to liquidity risk because they may have terms that limit their resale to other investors or may require registration under applicable securities laws before they may be sold publicly. Funds with principal investment strategies that involve restricted securities, foreign securities, derivatives, companies with small market capitalization or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Due to the lack of liquidity and, in some cases, of publicly available information, it may in some circumstances be difficult to arrive at a fair value for certain illiquid securities.

 
Market Risk
•All of the Funds
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.

 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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More About the Funds Investment Risks
 



 
Portfolio Turnover
AZL DFA Five-Year Global Fixed Income Fund
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.
Selection Risk
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL DFA U.S. Core Equity Fund
AZL DFA Five-Year Global Fixed Income Fund
The Fund is an actively managed investment portfolio. The portfolio manager(s) make investment decisions for the Fund’s assets. 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.

 
Sovereign Debt Risk
AZL DFA Five-Year Global Fixed Income Fund
Sovereign debt instruments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debt that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected.

 
Value Stocks Risk
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Core Equity Fund
The value style of investing emphasizes companies with low valuations relative to their book value, sales, assets, or other measure. These stocks may remain value stocks because value stocks, as a category, may lose favor with investors compared to other categories of stocks or because the valuations of these stocks do not improve in response to changing market or economic conditions.

 
Transfer Supported Features of Certain Annuity Contracts
 
The Funds may be offered under certain variable annuities 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, Income Protector, Investment Protector, or another name. Under the Transfer Supported Features, contract values may be rebalanced periodically. This rebalancing can cause a fund, including the Funds, 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
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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More About the Funds Investment Risks
 



 
Programs you may be impacted if you allocate assets to a fund, including the Funds, that is affected by transfers under the Transfer Supported Features.
 
 
Cyber Security Risk
 
Like other business enterprises, the use of the Internet and other electronic media and technology exposes a Fund, and the Fund’s service providers, and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber-events”). Cyber-events may include, for example, unauthorized access to systems, networks or devices (such as, for example, through “hacking” activity), infection from computer viruses or other malicious software code, and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber-events, unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. Any cyber-event could adversely impact the Funds and its shareholders and cause the Funds to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage and additional compliance costs associated with corrective measures. A cyber-event may cause a Fund, or its service providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate a Fund’s NAV, or allow shareholders to transact business), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support a Fund and its service providers. In addition, cyber-events affecting issuers in which a Fund invests could cause a Fund’s investments to lose value. The Funds’ Subadviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events, however, there is no guarantee that the efforts of the Subadvisers or its affiliates, or other service providers, will succeed, either entirely or partially, Among other reasons, the nature of malicious cyber-attacks is becoming increasingly sophisticated and the Fund’s Subadvisers, and its relevant affiliates, cannot control the cyber systems and cyber security systems of issuers or third-party service providers.


The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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FUND MANAGEMENT
 

 
The Manager
 

Allianz Investment Management LLC serves as the Manager for the Funds pursuant to the terms of an investment management agreement. The Manager has signed subadvisory agreements or portfolio management agreements (“Subadvisory Agreements”) with various subadvisers for portfolio management functions for the Funds. The subadvisers manage the portfolio securities of the Funds and provide additional services including research, selection of brokers and similar services. The Manager compensates the subadvisers for their services as provided in the Subadvisory Agreements. A discussion of the Board of Trustees’ basis for approving the Funds’ Investment Management Agreement with the Manager and the Subadvisory Agreements with the subadvisers will be available in the Funds’ Annual Reports for the year ending December 31, 2015, and in the Semi-Annual Reports for the period ending June 30, 2015.
 
The Manager was established as an investment adviser by Allianz Life Insurance Company of North America in April 2001. The Manager evaluates and selects subadvisers for the Trust, subject to the oversight of the Board of Trustees, and to a more limited extent, provides investment advice with regard to selection of individual portfolio securities. In addition, the Manager constantly evaluates possible additional or alternative subadvisers for the Trust. The Manager currently acts as Manager of all of the Funds of the Trust. The Manager’s other clients are the Allianz Variable Insurance Products Fund of Funds Trust (“FOF Trust”) and various affiliated entities. As of December 31, 2014, the Manager had aggregate assets under management of $29.07 billion. The Manager monitors and reviews the activities of each of the subadvisers.
 
Brian Muench is the president of the Manager and of the Trust and ultimately responsible for evaluating and selecting subadvisers for the Trust.  Mr. Muench joined Allianz Life Insurance Company of North America (Allianz Life), the parent of the Manager, in 1998.  Mr. Muench served as vice president of the Manager from 2005 until he was elected president in 2010.  Mr. Muench is also a vice president of Allianz Life.
 
The Manager’s address is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416.
 

 
The Subadvisers of the Funds
 

Subadviser
Fund(s)
Dimensional Fund Advisors LP ("DFA") is located at 6300 Bee Cave Road, Building One, Austin, TX 78746. DFA has been engaged in the business of providing investment management services since May 1981. DFA is currently organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. As of December 31, 2014, assets under management for all Dimensional affiliated advisors totaled approximately $381 billion.
AZL DFA Five-Year Global Fixed Income Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL DFA U.S. Core Equity Fund

 
The Portfolio Managers of the Funds
 

 
AZL DFA Five-Year Global Fixed Income Fund
 
David A. Plecha is Dimensional’s Global Head of Fixed Income and a member of the Investment Committee. Mr. Plecha received his BS from the University of Michigan at Ann Arbor in 1983 and his MBA from the University of California at Los Angeles in 1987. Mr. Plecha has been a portfolio manager since 1989 and responsible for Dimensional’s fixed income portfolios since the end of 1991.  Mr. Plecha has been a portfolio manager for the Fund since 2015.
 
Joe F. Kolerich is a Senior Portfolio Manager and Vice President of Dimensional and a member of the Investment Committee. Mr. Kolerich has an MBA from the University of Chicago Booth School of Business and a BS from Northern Illinois University. Mr. Kolerich joined Dimensional as a portfolio manager in 2001 and has been responsible for Dimensional’s fixed income portfolios since 2012.  Mr. Kolerich has been a portfolio manager for the Fund since 2015.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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AZL DFA Emerging Markets Core Equity Fund and AZL DFA International Core Equity Fund
 
Karen Umland is a Senior Portfolio Manager and Vice President of Dimensional and a member of the Investment Committee. She received her BA from Yale University in 1988 and her MBA from the University of California at Los Angeles in 1993. Ms. Umland joined Dimensional in 1993 and has been a portfolio manager and responsible for Dimensional’s international equity portfolios since 1998.  Ms. Umland has been a portfolio manager for the Fund since 2015.
 
Joseph H. Chi is co-head of Portfolio Management and a Vice President of Dimensional and Chairman of the Investment Committee.  Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined Dimensional as a Portfolio Manager in 2005 and has been responsible for Dimensional’s international equity portfolios since 2010 and U.S. equity portfolios since 2012.  Mr. Chi has been a portfolio manager for the Fund since 2015.
 
Jed S. Fogdall is co-head of Portfolio Management and a Vice President of Dimensional and a member of the Investment Committee of Dimensional.  Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined Dimensional as a Portfolio Manager in 2004 and has been responsible for Dimensional’s international equity portfolios since 2010 and U.S. equity portfolios since 2012.  Mr. Fogdall has been a portfolio manager for the Fund since 2015.
 
Henry F. Gray is Head of Global Equity Trading and a Vice President of Dimensional and a member of the Investment Committee. Mr. Gray received his MBA from the University of Chicago in 1995 and his AB from Princeton University in 1989. Mr. Gray joined Dimensional in 1995, was a Portfolio Manager from 1995 to 2005, and has been Head of Global Equity Trading since 2006 and responsible for most of Dimensional’s international equity portfolios and U.S. equity portfolios since 2012.  Mr. Gray has been a portfolio manager for the Fund since 2015.
 
 
AZL DFA U.S. Small Cap Fund and AZL DFA U.S. Core Equity Fund
 
Joseph H. Chi is co-head of Portfolio Management and a Vice President of Dimensional and Chairman of the Investment Committee.  Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined Dimensional as a Portfolio Manager in 2005 and has been responsible for Dimensional’s international equity portfolios since 2010 and U.S. equity portfolios since 2012.  Mr. Chi has been a portfolio manager for the Fund since 2015.
 
Jed S. Fogdall is co-head of Portfolio Management and a Vice President of Dimensional and a member of the Investment Committee of Dimensional.  Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined Dimensional as a Portfolio Manager in 2004 and has been responsible for Dimensional’s international equity portfolios since 2010 and U.S. equity portfolios since 2012.  Mr. Fogdall has been a portfolio manager for the Fund since 2015.
 
Henry F. Gray is Head of Global Equity Trading and a Vice President of Dimensional and a member of the Investment Committee. Mr. Gray received his MBA from the University of Chicago in 1995 and his AB from Princeton University in 1989. Mr. Gray joined Dimensional in 1995, was a Portfolio Manager from 1995 to 2005, and has been Head of Global Equity Trading since 2006 and responsible for most of Dimensional’s international equity portfolios and U.S. equity portfolios since 2012.  Mr. Gray has been a portfolio manager for the Fund since 2015.
 
Bhanu P. Singh is a Portfolio Manager and Vice President of Dimensional. Mr. Singh received his MBA from the University of Chicago and his BA from the University of California, Los Angeles. Mr. Singh joined Dimensional originally in 2003, has been a portfolio manager since 2012 and has been responsible for Dimensional’s U.S. equity portfolios since 2014.  Mr. Singh has been a portfolio manager for the Fund since 2015.
 

 
More Information About Fund Management
 

The Manager is a subsidiary of Allianz SE, one of the world’s largest insurance and financial services companies. Allianz SE is headquartered in Munich, Germany and has operations in more than 70 countries. As of December 31, 2014, Allianz SE had third-party assets under management of $2.19 trillion. In North America, Allianz SE subsidiaries are engaged in the life insurance, property/casualty insurance, broker-dealer, banking, investment adviser, and mutual fund businesses.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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The SAI has more detailed information about the Manager, the subadvisers and other service providers. The SAI also provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Funds.
 

 
Duties of the Manager and Subadvisers
 

Within the scope of an investment program approved by the Board of Trustees, the Manager oversees the AZL Funds and the selection of subadvisers and advises on the Funds’ investment policies. The subadvisers determine which securities are bought and sold, and in what amounts. The Manager continuously monitors the performance of various investment management organizations, including the subadvisers, and generally oversees the services provided to the VIP Funds by its administrator, custodian and other service providers. Further information about the subadvisers is included in the SAI.
 
The Manager is paid a fee as set forth under “Fees” below, by the Fund for its services, which includes any fee paid to the subadviser.
 
Each of these Funds and the Manager, under an order received from the Securities and Exchange Commission (“SEC”) on September 17, 2002, may enter into and materially amend agreements with unaffiliated subadvisers without obtaining shareholder approval. This type of structure is commonly known as a “Manager of Managers” structure. Because each of the Funds is relying on the order, the Manager may:
 
hire one or more subadvisers;
 
change subadvisers; and
 
reallocate management fees between itself and subadvisers.
 
The Manager continues to have the ultimate responsibility for the investment performance of these Funds due to its responsibility to oversee subadvisers and recommend their hiring, termination and replacement.
 

 
Payments to Affiliated Insurance Companies
 

Currently, the Funds are available as underlying investment options of Contracts offered by Allianz Life Insurance Company of North America and its affiliates (the “Affiliated Insurance Companies”), which are also affiliates of the Manager. In addition to the Funds, these Contracts include other funds for which the Manager is not the investment manager (the “Nonproprietary Funds”). The Affiliated Insurance Companies may receive payments from the sponsors of the Nonproprietary Funds as a result of including them as investment options in the Contracts. Similarly, the Affiliated Insurance Companies are allocated resources, including revenue earned by the Manager for providing investment management and other services to the Funds, as a result of including the Funds in the Contracts. The amount of payments from Nonproprietary Funds or allocations of resources from the Manager varies, and may be significant and may create an incentive for the Affiliated Insurance Companies regarding its decision of which funds to include in the Contracts.
 
 
Other Administrative Services
 
The Affiliated Insurance Companies provide administrative and other services to Contract owners on behalf of the funds, including the Funds and the Nonproprietary Funds, that are available under the Contracts. The Affiliated Insurance Companies may receive payment for these services.
 

 
Management Fees
 

The Funds paid the Manager no fees during the last fiscal year because the Funds had not yet commenced operations.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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FUND MANAGEMENT
 


 
Legal Proceedings

The Manager is not aware of any material pending legal proceedings, other than routine litigation incidental to the conduct of their respective businesses, to which the Funds, the Manager or the principal underwriter is a party. Such proceedings would be material only to the extent that they are likely to have a material adverse effect on the ability of the subadviser to perform its agreement with the Manager.
 
 
Dimensional Fund Advisors LP
 
Dimensional Funds Advisors LP is not aware of any material pending legal proceedings to which it is a party.
 
 
The Administrator

 
Citi Fund Services Ohio, Inc. (“CFSO”), whose address is 3435 Stelzer Road, Columbus, Ohio 43219-3035, serves as the Funds’ administrator and fund accountant. Administrative services of CFSO include providing office space, equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, legal and dividend disbursing services.
 

 
The Distributor
 

Allianz Life Financial Services, LLC (“ALFS”), whose address is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, serves as the Funds’ distributor. ALFS is affiliated with the Manager.
 
 
Other Distribution Services
 
The Affiliated Insurance Companies may make payments for distribution services to other companies, including their affiliates, to provide certain distribution related services for the Funds. The companies that receive such payments may in turn, pay any or all of these fees to their registered representatives who have provided distribution services. The payments made for distribution services under these agreements are paid by the Affiliated Insurance Companies and are not paid out of Fund assets.
 
 
The Custodian

The Bank of New York Mellon (“BNY Mellon”), whose address is One Wall Street, New York, New York 10286, serves as custodian of the Fund. BNY Mellon. BNY Mellon is paid certain fees and reimbursed for certain out-of-pocket expenses for its services. Fees paid by the Fund for these services are included under “Other Expenses” in the Fees and Expenses table for each Fund. BNY Mellon is affiliated with The Boston Company.
 
The SAI provides additional information about the services provided to the Funds.
 
 
Disclosure of Portfolio Holdings
 
A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is included in the SAI.
 
The Commodity Exchange Act
 

Pursuant to a notice of eligibility claiming exclusion from the definition of commodity pool operator filed with the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association on behalf of the Funds, neither the Trust nor any Fund is deemed to be a “commodity pool operator” under the Commodity Exchange Act (“CEA”), and, accordingly, they are excluded from registration or regulation as such under the CEA. On February 9, 2012, the CFTC adopted amendments to its rules; a Fund seeking to claim the exclusion after the effectiveness of the amended rules will be limited in its ability to use futures and options on futures or commodities or engage in swap transactions. Each Fund currently expects to qualify for the exclusion. If a Fund were no longer able to claim the exclusion, the Manager would be required to register as a “commodity pool operator,” and the Fund and the Manager would be subject to regulation under the CEA. The Funds are not vehicles for trading in the commodity futures, commodity options, or swaps markets.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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SHAREHOLDER INFORMATION
 
 
Pricing of Fund Shares
 
The price of each fund share is based on its Net Asset Value (NAV). The NAV is the current value of a share in a mutual fund. The NAV is calculated by adding the total value of a Fund’s investments and other assets, subtracting its liabilities, and then dividing that figure by the number of outstanding shares of the Fund:
 
NAV = (Total Assets – Liabilities) ÷ Number of Shares Outstanding
 
Per share NAV for each Fund is determined and its shares are priced at the close of regular trading on the New York Stock Exchange, normally at 4:00 p.m. Eastern Time, on days the NYSE is open. Shares will not be priced on the days on which the NYSE is closed for trading.
 
The securities (other than short-term debt securities) of the Funds are generally valued at current market prices. Also, if market quotations are not available, or if an event occurs after the pricing of a security has been established that would likely cause the value to change, the value of the security may be priced at fair value as determined in good faith by or at the direction of the Funds’ Trustees.
 
Options purchased and held by the Funds generally are valued at the average of the closing bid and ask quotations on the principal exchange on which the option is traded, as of the close of the NYSE. The close of trading for some options exchanges may occur later than the closing of the NYSE. If market quotations are not available, the value of an option may be priced at fair value as determined in good faith by or at the direction of the Funds’ Trustees.
 
Foreign securities held by the Funds are valued on a daily basis using a fair valuation program approved by the Funds’ Trustees. The fair valuation program includes processes administered by an independent pricing agent (based upon changes in certain markets, indices, and/or securities, if applicable) that may result in a value different from the last closing price of such foreign security on its principal overseas market or exchange.
 
The effect of using fair value pricing is that the Fund’s NAV will be subject to the judgment of the Board of Trustees or its designees instead of being determined by the market. In addition, foreign securities acquired by a Fund may be valued in foreign markets on days when the Fund’s NAV is not calculated. In such cases, the NAV of a Fund may be significantly affected on days when investors cannot buy or sell shares.
 
 
Purchase and Redemption of Shares
 
Investors may not purchase or redeem shares of the Funds directly, but only through the variable annuity contracts and variable life insurance policies offered through the separate accounts of participating insurance companies. You should refer to the prospectus of the participating insurance company’s variable products for information on how to purchase a variable annuity contract or variable life insurance policy, how to select specific Allianz VIP Funds as investment options for your contract or policy and how to redeem monies from the Funds.
 
Orders for the purchase and redemption of shares of a Fund received before the NYSE closes are effected at the net asset value per share determined as of the close of trading on the NYSE (generally 4:00 p.m. Eastern Time) that day. Orders received after the NYSE closes are effected at the next calculated net asset value. Payment for redemption will be made by the Funds within 7 days after the request is received.
 
The Funds may suspend the right of redemption under certain extraordinary circumstances in accordance with the rules of the Securities and Exchange Commission. The Funds do not assess any fees when they sell or redeem their shares.
 
The right of purchase of Fund shares may also be restricted, and purchase orders may be rejected, in accordance with the market timing policy of the Trust as described under the “Market Timing” section below, and the market timing policy of the separate accounts of participating insurance companies. Please refer to your contract prospectus for the market timing policy of the separate account for your contract.
 
Each Fund reserves the right to make payment in securities rather than cash, known as “redemption in kind.” This could occur under extraordinary circumstances, such as a large redemption that could affect Fund operations (for example, more than 1% of the Fund’s net assets). If the Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to the accumulation unit value allocated under your variable contract to the
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
32

 
SHAREHOLDER INFORMATION
 



 
subaccount that invests in the Fund. When these securities are converted to cash, the associated brokerage charges will be deducted from the assets of the subaccount.
 
The Funds currently do not foresee any disadvantages to investors if the Funds serve as an investment medium for both variable annuity contracts and variable life insurance policies. However, it is theoretically possible that the interest of owners of annuity contracts and insurance policies for which the Funds serve as an investment medium might at some time be in conflict due to differences in tax treatment or other considerations. The Board of Trustees and each participating insurance company would be required to monitor events to identify any material conflicts between variable annuity contract owners and variable life insurance policy owners, and would have to determine what action, if any, should be taken in the event of such a conflict. If such a conflict occurred, an insurance company investing in a Fund might be required to redeem the investment of one or more of its separate accounts from the Fund, which might force the Fund to sell securities at disadvantageous prices.
 
 
Market Timing
 
The Board of Trustees has adopted a policy that the Funds will not knowingly permit market timing or other abusive short-term trading practices. Market timing is frequent or short-term trading activity by certain investors in a fund intending to profit at the expense of other investors in the same fund by taking advantage of pricing inefficiencies that can prevent a fund’s share price from accurately reflecting the value of its portfolio securities. For example, investors may engage in short-term trading in funds that invest in securities which trade on overseas securities markets to take advantage of the difference between the close of the overseas markets and the close of the U.S. markets. This type of short-term trading is sometimes referred to as “time-zone arbitrage.” Funds that invest in other securities which are less liquid, or are traded less often, may be vulnerable to similar pricing inefficiencies.
 
Market timing and other abusive short-term trading practices may adversely impact a fund’s performance by preventing portfolio managers from fully investing the assets of the fund, diluting the value of shares, or increasing the fund’s transaction costs. To the extent that certain of the Funds have significant holdings in foreign securities (including emerging markets securities), small cap stocks, or high yield bonds, or any combination thereof, the risks of market timing may be greater for those Funds than for other Funds. The Funds are offered only through variable annuity contracts and life insurance policies, and shares of the Funds are held in subaccounts of affiliated insurance companies. Because Fund transactions are processed by those insurance companies, rather than by the Trust, the Board of Trustees has not adopted procedures to monitor market timing activity at the Fund level, but rather has approved monitoring procedures designed to detect and deter market timing activities at the contract or policy level.
 
As required by SEC rules, the Funds have entered into agreements with their financial intermediaries, including the affiliated insurance companies, whereby the Funds or their agents may require the financial intermediaries to provide individual account level information about you and your trading activities in the Funds. If the Funds detect market timing activities either at the omnibus or individual account level, the Funds may require the financial intermediaries to take actions to curtail the activity, which may include restricting your trading activity in the Funds.
 
Your variable annuity or variable life insurance prospectus contains a description of the market timing detection and deterrence policy at the contract or policy level. Please refer to your annuity contract or life insurance policy prospectus for specific details on transfers between accounts.
 
The procedures that are designed to detect and deter market timing activities at the contract or policy level cannot provide a guarantee that all market timing activity will be identified and restricted. In addition, state law and the terms of some contracts and policies may prevent or restrict the effectiveness of the market timing procedures from stopping certain market timing activity. Market timing activity that is not identified, prevented, or restricted may adversely impact the performance of a Fund.
 
 
Distribution (12b-1) Fees
 
Each Fund has adopted a plan under Rule 12b-1 of the Investment Company Act of 1940. Distribution fees (“12b-1 fees”) under the plan compensate the Distributor and affiliates of Allianz Life Insurance Company of North America for services and expenses relating to the distribution of the Funds’ shares in connection with the variable products through which Fund shares are sold. 12b-1 fees are paid from Fund assets on an ongoing basis. Over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
33

 
SHAREHOLDER INFORMATION
 



 
Each of the Funds pays an annual 12b-1 fee in the maximum amount of 0.25% of their average daily net assets.
 
 
Dividends, Distributions, and Taxes
 
Any income a Fund receives is paid out, less expenses, in the form of dividends to its shareholders. Shares begin accruing dividends on the day they are purchased. Income dividends are usually paid annually. Capital gains for all Funds are distributed at least annually.
 
All dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund at the net asset value of such shares on the payment date.
 
Each Fund is treated as a separate corporate entity for tax purposes. Each Fund intends to elect to be treated as a regulated investment company and each Fund intends to qualify for such treatment for each taxable year under Subchapter M of the Internal Revenue Code of 1986, as amended. In addition, each Fund will diversify its investments so that on the last day of each quarter of a calendar year, no more than 55% of the value of its total assets is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments, and no more than 90% is represented by any four investments. For this purpose, securities of a given issuer generally are treated as one investment and each U.S. Government agency or instrumentality is treated as a separate issuer. Any security issued, guaranteed, or insured (to the extent so guaranteed or insured) by the U.S. Government or an agency or instrumentality of the U.S. Government is treated as a security issued by the U.S. Government or its agency or instrumentality, whichever is applicable. If a Fund fails to meet this diversification requirement, income with respect to variable insurance contracts invested in the Fund at any time during the calendar quarter in which the failure occurred could become currently taxable to the owners of the contracts. Similarly, income for prior periods with respect to such contracts also could be taxable, most likely in the year of the failure to achieve the required diversification. Provided that a Fund and a separate account investing in the Fund satisfy applicable tax requirements, any distributions from the Fund to the separate account will be exempt from current federal income taxation to the extent that such distributions accumulate in a variable annuity contract or a variable life insurance policy.
 
Persons investing in variable annuity contracts or variable life insurance policies should refer to the prospectuses with respect to such contracts or policies for further information regarding the tax treatment of the contracts or policies and the separate accounts in which the contracts or policies are invested.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
34

 
FINANCIAL HIGHLIGHTS
 



 
 
FINANCIAL HIGHLIGHTS
 
When available, copies of the Annual Report will be available without charge upon written request from the Funds at 3435 Stelzer Road, Columbus, Ohio 43219, or by calling toll free 1-877-833-7113.

Financial highlights are not presented for the Funds because the Funds have not commenced operations as of the date of this prospectus.
 

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
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FINANCIAL HIGHLIGHTS
 

 
 
This Prospectus is intended for use only when accompanied or preceded by a variable product prospectus.
 
For more information about the Funds, the following documents are available free upon request:
 
 
Annual/Semi-Annual Reports (Shareholder Reports):
 
Each Fund’s annual and semi-annual reports to shareholders contain additional information about the Funds’ investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance.
 
Proxy Voting Records
 
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available without charge.
 
 
Statement of Additional Information (SAI):
 
The SAI provides more detailed information about the Funds, including their respective operations and investment policies. It is incorporated by reference and is legally considered a part of this Prospectus.
 
Shareholder Inquiries:
 
Shareholders in the Fund may make inquiries to the Fund by contacting the Fund at the address or the toll-free number set forth in the table below.
 
 
Your request for free documents may be made in the following ways:
Shareholder Reports
and the SAI
Contact a broker or investment adviser that sells products that offer the Funds.
Contact the Funds at:
3435 Stelzer Road, Columbus, Ohio 43219
(toll-free) 1-800-624-0197
Access the Allianz Life website at: www.allianzlife.com/VariableInvestments
(for the SAI)
www.allianzlife.com/shareholderreports
 (for the shareholder reports)
Proxy Voting Records
Access the Allianz Life website at: www.allianzlife.com/VariableInvestments
 
 
INFORMATION FROM THE SECURITIES AND EXCHANGE COMMISSION:
 
You can review information about the Funds (including the SAI), and obtain copies, after paying a duplicating fee, from the SEC as follows:
 
In Person:
Public Reference Room in Washington, D.C. (For their hours of operation, call 1-202-551-8090.)
 
By Mail:
Securities and Exchange Commission
Public Reference Section
100 F Street NE
Washington, D.C. 20549-0102
 
 
On the EDGAR database via the Internet:
 
www.sec.gov
 
By electronic request:
publicinfo@sec.gov.
The SEC charges a fee to copy any documents.
Investment Company Act file no. 811-09491

The Allianz Variable Insurance Products Trust ¨ Prospectus ¨ April 27, 2015
 
 
 
 
 

 

 PART B - SAI
 


 
STATEMENT OF ADDITIONAL INFORMATION
 
AZL® DFA Emerging Markets Core Equity Fund
AZL® DFA International Core Equity Fund
AZL® DFA U.S. Small Cap Fund
AZL® DFA U.S. Core Equity Fund
AZL® DFA Five-Year Global Fixed Income Fund
 
 

 
EACH A “FUND” OF
 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST (THE “TRUST”)
 
 
April 27, 2015
 
This Statement of Additional Information is not a prospectus, but should be read in conjunction with the Prospectus for the Trust dated April 27, 2015, which may be supplemented from time to time. This Statement of Additional Information is incorporated by reference in its entirety into the Prospectus. Copies of the Prospectus and Shareholder Reports may be obtained without charge, upon request, by writing the Trust at 3435 Stelzer Road, Columbus, Ohio 43219, or by calling toll free 1-800-624-0197.
 
This Statement of Additional Information may contain information on Funds not available under your Contract. Please refer to your Contract prospectus for information regarding the investment options available to you.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015

 
 
 

 

 
TABLE OF CONTENTS
 

History of the Trust
3
Investment Strategies and Policies
4
The Funds
4
Additional Information on Portfolio Instruments
 
and Investment Policies
6
Asset-Backed Securities
6
Asset-Based Securities
6
Bank Loans
7
Bank Obligations
8
Commercial Paper
8
Common Stocks
8
Contracts for Difference ("CFDs")
8
Convertible Securities
9
Corporate Debt Securities
9
Delayed Funding Loans and Revolving Credit Facilities
10
Derivative Instruments
11
Distressed Securities
12
Event-Linked Exposure
12
Exchange Traded Notes (“ETNs”)
13
Foreign Currency Options and Futures Transactions
13
Foreign Securities
14
Forward Foreign Currency Exchange Contracts
16
Futures
17
Futures and Options Investment Risks
17
Guaranteed Investment Contracts
17
Limited Partnership Interests
18
Illiquid Securities
18
Inflation-Indexed Bonds
19
Inflation-Indexed Securities
19
Initial Public Offerings
20
Investment Company Securities
20
Lending of Portfolio Securities
21
Loan Participations and Assignments
21
Mortgage - Related Securities
22
Options
24
Preferred Stocks
25
Private Investments in Public Equity
25
Real Estate Investment Trusts (REITs)
25
Repurchase Agreements
26
Reverse Repurchase Agreements and
 
Dollar Roll Agreements
26
Risks of Techniques Involving Leverage
26
Short Sales Against the Box
27
Small Company Stocks
28
Special Situation Companies
28
Structured Notes
28
Swap Agreements
29
Taxable and Tax Exempt Municipal Securities
30
U.S. Government Obligations
30
Variable and Floating Rate Demand and
 
Master Demand Notes
31
Warrants and Rights
31
When-Issued and Delayed Delivery Securities
31
Zero Coupon and Pay-In-Kind Securities
31
Investment Restrictions
33
Portfolio Turnover
34
Other Fund Policies
34
Disclosure of Portfolio Holdings
34
Additional Purchase and Redemption Information
36
Net Asset Value
36
Valuation of the Funds
37
Redemption in Kind
37
Management of the Trust
38
Trustees and Officers
38
Trustee Holdings
44
Control Persons and Principal Holders of Securities
44
The Manager
44
The Subadvisers
46
DImensional Fund Advisors LP
48
Potential Material Conflicts of Interest
50
Portfolio Manager Compensation
50
Portfolio Manager Ownership of Securities in the Funds
51
Affiliated Persons
51
Portfolio Transactions
51
Administrator and Fund Accountant
52
Distributor
53
Custodian
55
Transfer Agent
55
Independent Registered Public Accounting Firm
55
Legal Counsel
55
Codes of Ethics
55
Additional Information
56
Description of Shares
56
Vote of a Majority of the Outstanding Shares
56
Additional Tax Information
56
Performance Information
60
Yields of the Non-Money Market Funds
60
Calculation of Total Return
60
Miscellaneous
61
Financial Statements
61
Proxy Voting Policies and Procedures
61
Appendix A
63
Commercial Paper Ratings
63
Corporate and Long-Term Debt Ratings
65
Appendix B – Proxy Voting Policies
68
Allianz Variable Insurance Products Trust
68
Allianz Investment Management LLC
71
Dimensional
78
 

 
The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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HISTORY OF THE TRUST
 

The Trust is an open-end investment management company organized in July 1999 as a Delaware business trust comprised of 36 separate investment portfolios, which are classified as “diversified” within the meaning of the 1940 Act.  The Trust currently offers 35 variable net asset value funds and one money market fund.
 
The Trust is established exclusively for the purpose of providing an investment vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of various life insurance companies (the “Participating Insurance Companies”). Shares of the Trust are not offered to the general public but solely to such separate accounts (the “Separate Accounts”).
 
Much of the information contained in this Statement of Additional Information (“SAI”) expands upon subjects discussed in the Prospectus of the Trust described above. Capitalized terms not defined herein are defined in the Prospectus. No investment in shares of a Fund should be made without first reading the Trust’s Prospectus.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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INVESTMENT STRATEGIES AND POLICIES
 

 
THE FUNDS
 
AZL DFA Emerging Markets Core Equity Fund
 
AZL DFA International Core Equity Fund
 
AZL DFA U.S. Small Cap Fund
 
AZL DFA U.S. Core Equity Fund
 
AZL DFA Five-Year Global Fixed Income Fund
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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Temporary, Defensive Investments
 
As described in the Prospectus, each Fund, may hold uninvested cash reserves or invest without limit in money market instruments (i.e., short term debt instruments) for temporary defensive purposes when the Subadviser has determined that market or economic conditions so warrant.
 
These debt obligations may include U.S. Government securities; certificates of deposit, bankers’ acceptances and other short-term debt obligations of banks with total assets of at least $100,000,000; debt obligations of corporations (corporate bonds, debentures, notes and other similar corporate debt instruments); variable and floating rate demand and master demand notes; commercial paper; and repurchase agreements with respect to securities in which the Fund is authorized to invest. (See “Additional Information on Portfolio Instruments and Investment Policies – Bank Obligations,” “– Commercial Paper,” “– Variable and Floating Rate Demand and Master Demand Notes,” “– U.S. Government Obligations,”  “– Corporate Debt Securities” and “– Repurchase Agreements”).
 
 
Specific Non-Fundamental Investment Restrictions
 
In addition to the information shown under “Additional Information on Portfolio Instruments and Investment Policies” and the information in the section “Investment Restrictions” in this SAI, the following sets forth specific non-fundamental investment restrictions for certain Funds.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS AND
 
 
 
INVESTMENT POLICIES
 

The Funds invest in a variety of securities and employ a number of investment techniques that involve certain risks. The Prospectus for the Funds highlights the principal investment strategies, investment techniques, and risks for each Fund. As noted in the Prospectus, the Funds may also employ other investment practices and may be subject to other risks, which are described below.  Because the following is a combined description of the investment strategies of all of the Funds, certain matters described in this section may not apply to your Fund or Funds.  Unless a strategy or policy described below is specifically prohibited or limited by the investment restrictions discussed in the Prospectus or in this SAI, or by applicable law, the Fund may engage in each of the practices described below without limit.
 
 
ASSET-BACKED SECURITIES
 
Asset-backed securities are securities backed by home equity loans, installment sale contracts, credit card receivables or other assets. Asset-backed securities are “pass-through” securities, meaning that principal and interest payments — net of expenses — made by the borrower on the underlying assets (such as credit card receivables) are passed through to a Fund. The value of asset-backed securities, like that of traditional fixed income securities, typically increases when interest rates fall and decreases when interest rates rise. However, asset-backed securities differ from traditional fixed income securities because of their potential for prepayment. The price paid by a Fund for its asset-backed securities, the yield the Fund expects to receive from such securities and the average life of the securities are based on a number of factors, including the anticipated rate of prepayment of the underlying assets. In a period of declining interest rates, borrowers may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the asset-backed securities. Moreover, when a Fund reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that a Fund purchases asset-backed securities at a premium, prepayments may result in a loss to the extent of the premium paid. If a Fund buys such securities at a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled prepayments will also accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a security that was considered short or intermediate-term at the time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely in response to changes in interest rates than shorter term securities, maturity extension risk could increase the volatility of the Fund. When interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed-income securities, and, as noted above, changes in market rates of interest may accelerate or retard prepayments and thus affect maturities.
 
 
ASSET-BASED SECURITIES
 
Certain Funds may invest in debt, preferred or convertible securities, the principal amount, redemption terms or conversion terms of which are related to the market price of some natural resource asset such as gold bullion. These securities are referred to as “asset-based securities.” Generally, a Fund will purchase asset-based securities that are rated, or are issued by issuers that have outstanding debt obligations rated, investment grade (for example, AAA, AA, A or BBB by Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”), or Baa by Moody’s Investors Service, Inc. (“Moody’s”) or commercial paper rated A-1 by S&P or Prime-1 by Moody’s) or by issuers that the subadviser has determined to be of similar creditworthiness. A Fund may purchase asset-based securities that are below investment grade. Obligations ranked in the fourth highest rating category, while considered “investment grade,” may have certain speculative characteristics and may be more likely to be downgraded than securities rated in the three highest rating categories. If an asset-based security is backed by a bank letter of credit or other similar facility, the subadviser may take such backing into account in determining the creditworthiness of the issuer. While the market prices for an asset-based security and the related natural resource asset generally are expected to move in the same direction, there may not be perfect correlation in the two price movements. Asset-based securities may not be secured by a security interest in or claim on the underlying natural resource asset. The asset-based securities in which a Fund may invest may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Certain asset-based securities may be payable at maturity in cash at the stated principal amount or, at the option of the holder, directly in a stated amount of the asset to which it is related. In such instance, a Fund generally would sell the asset-based security in the secondary market, to the extent one exists, prior to maturity if the value of the stated amount of the asset exceeds the stated principal amount and thereby realize the appreciation in the underlying asset.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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Precious Metal-Related Securities. A Fund may invest in the securities of companies that explore for, extract, process or deal in precious metals (e.g., gold, silver and platinum), and in asset-based securities indexed to the value of such metals. Such securities may be purchased when they are believed to be attractively priced in relation to the value of a company’s precious metal-related assets or when the values of precious metals are expected to benefit from inflationary pressure or other economic, political or financial uncertainty or instability. Based on historical experience, during periods of economic or financial instability the securities of companies involved in precious metals may be subject to extreme price fluctuations, reflecting the high volatility of precious metal prices during such periods. In addition, the instability of precious metal prices may result in volatile earnings of precious metal-related companies, which may, in turn, adversely affect the financial condition of such companies. The major producers of gold include the Republic of South Africa, Russia, Canada, the United States, Brazil and Australia. Sales of gold by Russia are largely unpredictable and often relate to political and economic considerations rather than to market forces. Economic, financial, social and political factors within South Africa may significantly affect South African gold production.
 
 
BANK LOANS
 
A Fund may invest in bank loans. Bank loans are generally non-investment grade floating rate instruments. Usually, they are freely callable at the issuer’s option. Certain Funds may invest in fixed and floating rate loans (“Loans”) arranged through private negotiations between a corporate borrower or a foreign sovereign entity and one or more financial institutions (“Lenders”). A Fund may invest in such Loans in the form of participations in Loans (“Participations”) and assignments of all or a portion of Loans from third parties (“Assignments”). A Fund considers these investments to be investments in debt securities for purposes of its investment policies. Participations typically will result in the Fund having a contractual relationship only with the Lender, not with the borrower. The Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In connection with purchasing Participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loans, nor any rights of setoff against the borrower, and the Fund may not benefit directly from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Fund will assume the credit risk of both the borrower and the Lender that is selling the Participation. In the event of the insolvency of the Lender selling the Participation, the Fund may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the borrower. The Fund will acquire Participations only if the Lender interpositioned between the Fund and the borrower is determined by the Fund’s manager to be creditworthy. When the Fund purchases Assignments from Lenders, the Fund will acquire direct rights against the borrower on the Loan, and will not have exposure to a counterparty’s credit risk. The Funds may enter into Participations and Assignments on a forward commitment or “when-issued” basis, whereby a Fund would agree to purchase a Participation or Assignment at set terms in the future.
 
A Fund may have difficulty disposing of Assignments and Participations. In certain cases, the market for such instruments is not highly liquid, and therefore the Fund anticipates that in such cases such instruments could be sold only to a limited number of institutional investors. The lack of a highly liquid secondary market may have an adverse impact on the value of such instruments and on the Fund’s ability to dispose of particular Assignments or Participations in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. Assignments and Participations will not be considered illiquid so long as it is determined by the Funds’ manager that an adequate trading market exists for these securities. To the extent that liquid Assignments and Participations that a Fund holds become illiquid, due to the lack of sufficient buyers or market or other conditions, the percentage of the Fund’s assets invested in illiquid assets would increase.
 
Leading financial institutions often act as agent for a broader group of lenders, generally referred to as a syndicate. The syndicate’s agent arranges the loans, holds collateral and accepts payments of principal and interest. If the agent develops financial problems, a Fund may not recover its investment or recovery may be delayed.
 
The Loans in which the Fund may invest are subject to the risk of loss of principal and income. Although borrowers frequently provide collateral to secure repayment of these obligations they do not always do so. If they do provide collateral, the value of the collateral may not completely cover the borrower’s obligations at the time of a default. If a borrower files for protection from its creditors under the U.S. bankruptcy laws, these laws may limit a Fund’s rights to its collateral. In addition, the value of collateral may erode during a bankruptcy case. In the event of a bankruptcy, the holder of a Loan may not recover its principal, may experience a long delay in recovering its investment and may not receive interest during the delay.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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Furthermore, where such a security includes a contingent liability, in the event of an adverse movement in the underlying index or interest rate, a Fund may be required to pay substantial additional margin to maintain the position. The Funds may invest in leveraged inverse floating rate debt instruments (“inverse floaters”).
 
 
BANK OBLIGATIONS
 
Funds may invest in bank obligations consisting of bankers’ acceptances, certificates of deposit and time deposits.
 
Bankers’ acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Bankers’ acceptances invested in by the Funds will be those guaranteed by domestic and foreign banks having, at the time of investment, capital, surplus and undivided profits in excess of $100,000,000 (as of the date of their most recently published financial statements).
 
Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank or a savings and loan association for a definite period of time and earning a specified return. Certificates of deposit and time deposits will be those of domestic and foreign banks and savings and loan associations if (a) at the time of investment, the depository or institution has capital, surplus, and undivided profits in excess of $100,000,000 (as of the date of its most recently published financial statements), or (b) the principal amount of the instrument is insured in full by the Federal Deposit Insurance Corporation.
 
Certain Funds may also invest in Eurodollar certificates of deposit (“Euro CDs”), which are U.S. dollar-denominated certificates of deposit issued by offices of foreign and domestic banks located outside the United States; Yankee certificates of deposit (“Yankee CDs”) which are certificates of deposit issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the United States; Eurodollar time deposits (“ETDs”) which are U.S. dollar-denominated deposits in a foreign branch of a U.S. bank or foreign bank; and Canadian time deposits, which are basically the same as ETDs, except they are issued by Canadian offices of major Canadian banks.
 
Eurodollar and Yankee bank obligations are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent, Yankee) bank obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across their borders. Other risks include: adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes, and the expropriation or nationalization of foreign issues.
 
 
COMMERCIAL PAPER
 
Commercial paper consists of unsecured promissory notes issued by corporations. Except as noted below with respect to variable amount master demand notes, issues of commercial paper normally have maturities of less than nine months and fixed rates of return.
 
Certain Funds may invest in commercial paper rated in any rating category or not rated by an NRSRO. In general, investment in lower-rated instruments is more risky than investment in instruments in higher-rated categories. For a description of the rating symbols of each NRSRO, see Appendix A. The Funds may also invest in U.S. dollar denominated commercial paper, including U.S. dollar denominated commercial paper issued by a foreign corporation.
 
 
COMMON STOCKS
 
Certain Funds may invest in equity securities including common stocks. Common stocks are the most prevalent type of equity security. Common stockholders receive the residual value of the issuer’s earnings and assets after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the value of its common stock.
 
 
CONTRACTS FOR DIFFERENCE ("CFDS")
 
A Fund may invest in CFDs. A CFD is a privately negotiated contract between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument's value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. A CFD is usually terminated at the buyer's initiative. The seller of the CFD will simply match the exposure of the underlying instrument in the open market and the parties will exchange whatever payment is due.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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As is the case with owning any financial instrument, there is the risk of loss associated with buying a CFD. For example, if the Fund buys a long CFD and the underlying security is worth less at the end of the contract, the Fund would be required to make a payment to the seller and would suffer a loss. Also, there may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the buyer to post additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract, and of the Fund's shares, may be reduced. The Fund will not enter into a CFD transaction that is inconsistent with its investment objective, policies and strategies.
 
 
CONVERTIBLE SECURITIES
 
Certain Funds may invest in convertible securities. Convertible securities give the holder the right to exchange the security for a specific number of shares of common stock, the cash value of common stock or some other equity security. Convertible securities include convertible preferred stocks, convertible bonds, notes and debentures, and other securities. Convertible securities typically involve less credit risk than common stock of the same issuer because convertible securities are “senior” to common stock – i.e., they have a prior claim against the issuer’s assets. Convertible securities generally pay lower dividends or interest than non-convertible securities of similar quality. They may also reflect changes in the value of the underlying common stock.
 
Certain Funds may invest in synthetic convertible securities, which are derivative positions composed of two or more different securities whose investment characteristics, taken together, resemble those of convertible securities. For example, a Fund may purchase a non-convertible debt security and a warrant or option, which enables the Fund to have a convertible-like position with respect to a company, group of companies or stock index. Synthetic convertible securities are typically offered by financial institutions and investment banks in private placement transactions. Upon conversion, the Fund generally receives an amount in cash equal to the difference between the conversion price and the then current value of the underlying security. Unlike a true convertible security, a synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the market value of a synthetic convertible is the sum of the values of its fixed-income component and its convertible component. For this reason, the values of a synthetic convertible and a true convertible security may respond differently to market fluctuations. A Fund's investments in synthetic convertible securities will be consistent with the Fund's investment objectives and investment strategies, including any limitations imposed on the credit quality of the Fund's permissible investments, and upon the Fund’s investments in illiquid securities.
 
 
CORPORATE DEBT SECURITIES
 
Depending upon the prevailing market conditions, the Subadviser may purchase debt securities at a discount from face value, which produces a yield greater than the coupon rate. Conversely, if debt securities are purchased at a premium over face value the yield will be lower than the coupon rate. Such obligations, in the case of debentures will represent unsecured promises to pay, and in the case of notes and bonds, may be secured by mortgages on real property or security interests in personal property and will in most cases differ in their interest rates, maturities and times of issuance.
 
Certain Funds may invest in securities which are rated in the fourth highest rating group assigned by an NRSRO (e.g., securities rated BBB by S&P or Baa by Moody’s) or lower, or, if not rated, are of comparable quality as determined by the Subadviser. After purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither event will require a sale of such security by the Fund. A split rated security, i.e., rated in the fourth highest category by one NRSRO and also rated below the fourth highest category by another NRSRO, may be considered to fall in the higher category.
 
As with other fixed-income securities, debt securities are subject to credit risk and market risk. Market risk relates to changes in a security’s value as a result of changes in interest rates. Credit risk relates to the ability of an issuer to make payments of principal and interest. Fixed income securities with ratings below Baa (Moody’s) or BBB (S&P) are considered below investment grade and are commonly referred to as high-yield or “junk” bonds, and are considered by Moody’s to have speculative characteristics.
 
Lower rated securities (“junk” bonds) generally offer higher interest payments because the company that issues the bond – the issuer – is at greater risk of default (failure to repay the bond). This may be because the issuer is small or new to the market, the issuer has financial difficulties, or the issuer has a greater amount of debt.
 

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Some risks of investing in lower rated securities include:
 
·
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.
 
·
Reduced liquidity – There may be 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.
 
Particular types of lower rated securities may present special concerns. The prices of payment-in-kind or zero-coupon securities react more strongly to changes in interest rates than the prices of other debt securities. Some lower rated securities in which a Fund may invest may be subject to redemption or call provisions that may limit increases in market value that might otherwise result from lower interest rates while increasing the risk that such Fund may be required to reinvest redemption or call proceeds during a period of relatively low interest rates.
 
The credit ratings issued by Moody’s and S&P are subject to various limitations. For example, while such ratings evaluate credit risk, they ordinarily do not evaluate the market risk of debt securities. In certain circumstances, the ratings may not reflect in a timely fashion adverse developments affecting an issuer. For these reasons, subadvisers typically conduct their own independent credit analysis of such securities.
 
Collateralized Debt Obligations. The Funds may invest in collateralized debt obligations (“CDOs”), which includes collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pools of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses. Collateralized mortgage obligations (“CMOs”) are another type of CDO in which some Funds may invest. For more information on CMOs, see the discussion under “Mortgage-Related Securities” later in this section.
 
For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.
 
The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Funds as illiquid securities, however an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this Statement of Additional Information, CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Funds may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
 
 
DELAYED FUNDING LOANS AND REVOLVING CREDIT FACILITIES
 
Certain Funds may enter into, or acquire participations in, delayed funding loans and revolving credit facilities. Delayed funding loans and revolving credit facilities are borrowing arrangements in which the lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest. These commitments may have the effect of requiring a Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that a Fund is committed to advance
 

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additional funds, it will at all times segregate or “earmark” assets, determined to be liquid in accordance with procedures established by the Board of Trustees, in an amount sufficient to meet such commitments.
 
Certain Funds may invest in delayed funding loans and revolving credit facilities with credit quality comparable to that of issuers of its securities investments. Delayed funding loans and revolving credit facilities may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, a Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. The Funds currently intend to treat delayed funding loans and revolving credit facilities for which there is no readily available market as illiquid for purposes of the Funds’ limitation on illiquid investments. For a further discussion of the risks involved in investing in Loan Participations and other forms of direct indebtedness see “Loan Participations and Assignments.” Participation interests in revolving credit facilities will be subject to the limitations discussed in “Loan Participations and Assignments.” Delayed funding loans and revolving credit facilities are considered to be debt obligations for purposes of the Trust’s investment restriction relating to the lending of funds or assets by a Fund.
 
 
DERIVATIVE INSTRUMENTS
 
Certain Funds may use a variety of derivative instruments, including options, futures contracts (sometimes referred to as “futures”), options on futures contracts, stock index options, forward currency contracts and swaps, to hedge a Fund’s portfolio or for risk management or for any other permissible purposes consistent with that Fund’s investment objective. Derivative instruments are securities or agreements whose value is based on the value of some underlying asset (e.g., a security, currency or index) or the level of a reference index.
 
Derivatives generally have investment characteristics that are based upon either forward contracts (under which one party is obligated to buy and the other party is obligated to sell an underlying asset at a specific price on a specified date) or option contracts (under which the holder of the option has the right but not the obligation to buy or sell an underlying asset at a specified price on or before a specified date). Consequently, the change in value of a forward-based derivative generally is roughly proportional to the change in value of the underlying asset. In contrast, the buyer of an option-based derivative generally will benefit from favorable movements in the price of the underlying asset but is not exposed to the corresponding losses that result from adverse movements in the value of the underlying asset. The seller (writer) of an option-based derivative generally will receive fees or premiums but generally is exposed to losses resulting from changes in the value of the underlying asset. Derivative transactions may include elements of leverage and, accordingly, the fluctuation of the value of the derivative transaction in relation to the underlying asset may be magnified.
 
Generally, any Fund that invests in derivative instruments is required to segregate cash and/or liquid securities to the extent that its obligations under the instrument are not otherwise “covered” through ownership of the underlying security, financial instrument, or currency.  As an investment company registered with the SEC, the Trust is subject to the federal securities laws, the 1940 Act, related regulations, and published positions of the SEC and the staff of the SEC.  Further, in accordance with these positions, with respect to certain kinds of derivatives, the Trust must “set aside” (sometimes referred to as “asset segregation”) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are still open.  For example, with respect to forward contracts and futures that are not legally required to “cash settle,” the Trust must cover the open position by setting aside liquid assets in an amount equal to the contract’s full notional value.  With respect to forward contracts and futures that are required to “cash settle,” however, the Trust is permitted to set aside liquid assets in an amount equal to the Trust’s daily marked to market (net) obligation, if any, (in other words, the Trust’s daily net liability, if any) rather than the notional value.
 
Hybrid instruments: A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a “benchmark”). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.
 
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity
 

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shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the net asset value of the Fund.
 
Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. Certain Funds will invest only in commodity-linked hybrid instruments that qualify under applicable rules of the CFTC for an exemption from the provisions of the Commodity Exchange Act.
 
Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds’ investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
 
 
DISTRESSED SECURITIES
 
A Fund may invest in securities, including loans purchased in the secondary market, that are the subject of bankruptcy proceedings or otherwise in default or in risk of being in default as to the repayment of principal and/or interest at the time of acquisition by the Fund or that are rated in the lower rating categories by one or more nationally recognized statistical rating organizations (for example, Ca or lower by Moody’s and CC or lower by S&P or Fitch) or, if unrated, are in the judgment of the subadviser of equivalent quality (“Distressed Securities”). Investment in Distressed Securities is speculative and involves significant risks. A Fund may make such investments when the subadviser believes it is reasonably likely that the issuer of the Distressed Securities will make an exchange offer or will be the subject of a plan of reorganization pursuant to which the Fund will receive new securities in return for the Distressed Securities. However, there can be no assurance that such an exchange offer will be made or that such a plan of reorganization will be adopted. In addition, a significant period of time may pass between the time at which a Fund makes its investment in Distressed Securities and the time that any such exchange offer or plan of reorganization is completed. During this period, it is unlikely that a Fund will receive any interest payments on the Distressed Securities, the Fund will be subject to significant uncertainty as to whether or not the exchange offer or plan of reorganization will be completed and the Fund may be required to bear certain extraordinary expenses to protect and recover its investment. Therefore, to the extent the Fund seeks capital appreciation through investment in distressed securities, the Fund’s ability to achieve current income for its shareholders may be diminished. The Fund also will be subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by the distressed securities will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or plan of reorganization involving the distressed securities or a payment of some amount in satisfaction of the obligation). Even if an exchange offer is made or plan of reorganization is adopted with respect to Distressed Securities held by a Fund, there can be no assurance that the securities or other assets received by a Fund in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made or no value. Moreover, any securities received by a Fund upon completion of an exchange offer or plan of reorganization may be restricted as to resale. Similarly, if a Fund participates in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of Distressed Securities, the Fund may be restricted from disposing of such securities. To the extent that a Fund becomes involved in such proceedings, the Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor. Except to the extent otherwise permitted by a Fund’s prospectus or SAI, a Fund will not make investments for the purpose of exercising day-to-day management of any issuer’s affairs.
 
 
EVENT-LINKED EXPOSURE
 
Certain Funds may obtain event-linked exposure by investing in “event-linked bonds” or “event-linked swaps,” or implement “event-linked strategies.” Event-linked exposure results in gains that typically are contingent on the nonoccurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomena. Some event-linked bonds are commonly referred to as “catastrophe bonds.” They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in connection with a reinsurance transaction). If a trigger event causes losses exceeding a specific amount in the
 

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geographic region and time period specified in a bond, a Fund investing in the bond may lose a portion or all of its principal invested in the bond. If no trigger event occurs, the Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds may also expose the Fund to certain unanticipated risks including but not limited to issuer risk, credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that a Fund may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated, and a Fund will only invest in catastrophe bonds that meet the credit quality requirements for the Fund.
 
 
EXCHANGE TRADED NOTES (“ETNS”)
 
Certain Funds may invest in ETNs. ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN’s returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate (“reference instrument”) to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected.
 
The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.
 
Because the return on the ETN is dependent on the issuer’s ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuer’s credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track. There may be restrictions on the Fund’s right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.
 
 
FOREIGN CURRENCY OPTIONS AND FUTURES TRANSACTIONS
 
Certain Funds may invest in foreign currency options. A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of an option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such options at any time prior to expiration.
 
A call rises in value if the underlying currency appreciates. Conversely, a put rises in value if the underlying currency depreciates. While purchasing a foreign currency option can protect the Fund against an adverse movement in the value of a foreign currency, it does not limit the gain which might result from a favorable movement in the value of such currency. For example, if a Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against the decline of the value of the currency, it would not have to exercise its put. Similarly, if a Fund has entered into a contract to purchase a security denominated in a foreign currency and had purchased a foreign currency call to hedge against a rise in the value of the currency but instead the currency had
 

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depreciated in value between the date of the purchase and the settlement date, the Fund would not have to exercise its call, but could acquire in the spot market the amount of foreign currency needed for settlement.
 
Certain Funds may invest in foreign currency futures transactions. As part of its financial futures transactions, the Fund may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, the Fund may be able to achieve many of the same objectives it may achieve through forward foreign currency exchange contracts more effectively and possibly at a lower cost. Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on foreign currency futures contracts are standardized as to amount and delivery, and may be traded on boards of trade and commodities exchanges or directly with a dealer which makes a market in such contracts and options. It is anticipated that such contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts.
 
 
FOREIGN SECURITIES
 
Certain Funds may invest in securities of foreign issuers. Investing in foreign securities (including through the use of depository receipts) involves certain special considerations which are not typically associated with investing in United States securities. Since investments in foreign companies will frequently involve currencies of foreign countries, and since a Fund may hold securities and funds in foreign currencies, a Fund may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, if any, and may incur costs in connection with conversions between various currencies. Most foreign stock markets, while growing in volume of trading activity, have less volume than the New York Stock Exchange, and securities of some foreign companies are less liquid and more volatile than securities of comparable domestic companies. Similarly, volume and liquidity in most foreign bond markets are less than in the United States.
 
Volatility of price can be greater than in the United States. In some circumstances, commissions and other explicit transaction costs paid by a Fund to buy or sell certain securities listed on foreign exchanges may be higher than the comparable explicit costs to buy or sell certain securities listed on United States exchanges. In all cases, each Fund endeavors to achieve the most favorable net results on its portfolio transactions. There may be less government supervision and regulation of securities exchanges, brokers and listed companies in foreign countries than in the United States. In addition, with respect to certain foreign countries, there is the possibility of exchange control restrictions, expropriation or confiscatory taxation, and political, economic or social instability, which could affect investments in those countries. Foreign securities, such as those purchased by a Fund, may be subject to foreign government taxes, higher custodian fees, higher brokerage costs and dividend collection fees which could reduce the yield on such securities.
 
Foreign economies may differ favorably or unfavorably from the U.S. economy in various respects, including growth of gross domestic product, rates of inflation, currency depreciation, capital reinvestment, resource self-sufficiency, and balance of payments positions. Many foreign securities are less liquid and their prices more volatile than comparable U.S. securities. From time to time, foreign securities may be difficult to liquidate rapidly without adverse price effects.
 
Many European countries have adopted a single European currency, commonly referred to as the “euro.” The long-term consequences of the euro conversion on foreign exchange rates, interest rates and the value of European securities, all of which may adversely affect the Fund(s), are still uncertain.
 
Securities of companies with a foreign jurisdiction of legal organization may be deemed domestic securities if they are either headquartered in the U.S., their equity securities (or ADRs) trade primarily in the U.S., or their total revenues are derived primarily from the U.S.
 
 
Investment in Companies in Developing Countries/Emerging Markets
 
Certain Funds may invest from time to time in companies in developing countries as well as in developed countries. Although there is no universally accepted definition, a developing country is generally considered to be a country which is in the initial stages of industrialization.
 
Shareholders should be aware that investing in the equity and fixed income markets of developing countries involves exposure to unstable governments, economies based on only a few industries, and securities markets which trade a small number of securities. Securities markets of developing countries tend to be more volatile than the markets of developed countries; however, such markets have in the past provided the opportunity for higher rates of return to investors.
 
The value and liquidity of investments in developing countries may be affected favorably or unfavorably by political, economic, fiscal, regulatory or other developments in the particular countries or neighboring regions. The extent of economic development, political stability and market depth of different countries varies widely. For example, certain
 

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countries, including, China, Indonesia, Malaysia, the Philippines, Thailand, and Vietnam are either comparatively underdeveloped or are in the process of becoming developed. Such investments typically involve greater potential for gain or loss than investments in securities of issuers in developed countries.
 
The securities markets in developing countries are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the shares of many issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by a Fund. Similarly, volume and liquidity in the bond markets in developing countries are less than in the United States and, at times, price volatility can be greater than in the United States. A limited number of issuers in developing countries’ securities markets may represent a disproportionately large percentage of market capitalization and trading volume. The limited liquidity of securities markets in developing countries may also affect the Fund’s ability to acquire or dispose of securities at the price and time it wishes to do so. Accordingly, during periods of rising securities prices in the more illiquid securities markets, a Fund’s ability to participate fully in such price increases may be limited by its investment policy of investing not more than 15% (10% for certain Funds) of its net assets in illiquid securities. Conversely, the Fund’s inability to dispose fully and promptly of positions in declining markets will cause the Fund’s net asset value to decline as the value of the unsold positions is marked to lower prices. In addition, securities markets in developing countries are susceptible to being influenced by large investors trading significant blocks of securities.
 
Political and economic structures in many such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of the United States. Certain of such countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the value of the Fund’s investments in those countries and the availability to the Fund of additional investments in those countries. In addition, developing countries may have or enact restrictions on the right of foreign investors to repatriate their capital and to remit profits abroad.
 
Economies of developing countries may differ favorably or unfavorably from the United States’ economy in such respects as rate of growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
 
Certain developing countries do not have comprehensive systems of laws, although substantial changes have occurred in many such countries in this regard in recent years. Laws regarding fiduciary duties of officers and directors and the protection of shareholders may not be well developed. Even where adequate law exists in such developing countries, it may be impossible to obtain swift and equitable enforcement of such law, or to obtain enforcement of the judgment by a court of another jurisdiction.
 
Trading in futures contracts on foreign commodity exchanges may be subject to the same or similar risks as trading in foreign securities.
 
 
Depositary Receipts
 
For many foreign securities, U.S. dollar-denominated ADRs, which are traded in the United States on exchanges or over-the-counter, are issued by domestic banks. ADRs represent an interest in the securities of a foreign issuer deposited in a domestic bank or a correspondent bank. ADRs do not eliminate all of the risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in foreign issuers’ stock, a Fund can avoid currency risks during the settlement period for either purchases or sales. In general, there is a large liquid market in the United States for many ADRs. Certain Funds may also invest in EDRs and GDRs which are receipts evidencing an arrangement with European and other banks similar to that for ADRs and are designed for use in European and other securities markets. EDRs and GDRs are not necessarily denominated in the currency of the underlying security.
 
Certain depositary receipts, typically those categorized as unsponsored, require the holders to bear most of the costs of such facilities while issuers of sponsored facilities normally pay more of the costs. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through the voting rights to facility holders with respect to the deposited securities, whereas the depository of a sponsored facility typically distributes shareholder communications and passes through the voting rights.
 
 
Foreign Sovereign Debt
 

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Certain Funds may invest in sovereign debt obligations issued by foreign governments. To the extent that a Fund invests in obligations issued by developing or emerging markets, these investments involve additional risks. Sovereign obligors in developing and emerging market countries are among the world’s largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiation, new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit for finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the foreign sovereign debt securities in which a Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect the Fund’s holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants.
 
 
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
 
Certain Funds may invest in forward foreign currency exchange contracts. A Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers.
 
The Funds may enter into forward currency contracts in order to hedge against adverse movements in exchange rates between currencies. For example, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may want to establish the United States dollar cost or proceeds, as the case may be. By entering into a forward currency contract in United States dollars for the purchase or sale of the amount of foreign currency involved in an underlying security transaction, such Fund is able to protect itself against a possible loss between trade and settlement dates resulting from an adverse change in the relationship between the United States dollar and such foreign currency. Additionally, for example, when a Fund believes that a foreign currency may suffer a substantial decline against the U.S. dollar, it may enter into a forward currency sale contract to sell an amount of that foreign currency approximating the value of some or all of that Fund’s portfolio securities or other assets denominated in such foreign currency. Alternatively, when a Fund believes a foreign currency will increase in value relative to the U.S. dollar, it may enter into a forward currency purchase contract to buy that foreign currency for a fixed U.S. dollar amount; however, this tends to limit potential gains which might result from a positive change in such currency relationships.
 
The Subadvisers believe that it is important to have the flexibility to enter into such forward contracts when they determine that to do so is in the best interests of a Fund. They may use foreign currency options and forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.  A Fund may use currency exchange contracts in the normal course of business to lock in an exchange rate in connection with purchases and sales of securities denominated in foreign currencies (transaction hedge) to lock in the U.S. dollar value of portfolio positions (position hedge), or to transfer balances from one currency to another. In addition, the Funds may cross hedge currencies by entering into a transaction to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which a Fund has or expects to have portfolio exposure. The Funds may also engage in proxy hedging which is defined as entering into positions in one currency to hedge investments denominated in another currency, where the two currencies are economically linked. A Fund’s entry into forward foreign currency exchange contract, as well as any use of cross or proxy hedging techniques will generally require the Fund to earmark or hold liquid securities or cash equal to the Fund’s obligations in a segregated account throughout the duration of the contract.  To the extent that the currency is not being used for hedging purposes, the Fund will segregate or “earmark” cash or assets determined to be liquid in an amount not less than the value of the Fund’s total assets committed to forward foreign currency exchange contracts entered into for the purchase of a foreign security. If the value of the segregated securities declines, the Fund will add additional assets so that the amount is not less than the Fund’s commitments under the Contracts.
 
If the Fund retains the portfolio security and engages in an offsetting transaction, such Fund will incur a gain or a loss to the extent that there has been a movement in forward currency contract prices. If the Fund engages in an offsetting transaction it may subsequently enter into a new forward currency contract to sell the foreign currency. If forward prices
 

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decline during the period between which a Fund enters into a forward currency contract for the sale of foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, such Fund would realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. The Funds will have to convert their holdings of foreign currencies into United States dollars from time to time. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the “spread”) between the prices at which they are buying and selling various currencies. To the extent a Fund enters into a forward foreign currency exchange contract it will be subject to counterparty risk.
 
 
FUTURES
 
Certain Funds may enter into futures contracts. This investment technique may be used to gain market exposure on a Fund’s uninvested cash pending investments in securities, to maintain liquidity to pay redemptions, or to hedge against anticipated future changes in market conditions or foreign exchange rates which otherwise might adversely affect the value of securities which a Fund holds or intends to purchase. The technique may also be used for risk management or other permissible purposes. For example, when interest rates are expected to rise or market values of portfolio securities are expected to fall, a Fund can seek through the sale of futures contracts to offset a decline in the value of its portfolio securities. When interest rates are expected to fall or market values are expected to rise, a Fund, through the purchase of such contract, can attempt to secure better rates or prices for the Fund than might later be available in the market when it effects anticipated purchases.
 
The acquisition of put and call options on futures contracts will, respectively, give a Fund the right (but not the obligation), for a specified price to sell or to purchase the underlying futures contract, upon exercising the option any time during the option period.
 
Futures transactions involve broker costs and require a Fund to segregate liquid assets, such as cash, U.S. government securities or other liquid high-grade debt obligations to cover its performance under such contracts. A Fund may lose the expected benefit of futures contracts if interest rates, securities or foreign exchange rates move in an unanticipated manner. Such unanticipated changes may also result in poorer overall performance than if the Fund had not entered into any futures transactions. In addition, the value of a Fund’s futures positions may not prove to be perfectly or even highly correlated with its portfolio securities and foreign currencies, limiting the Fund’s ability to hedge effectively against interest rate, foreign exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions.
 
 
FUTURES AND OPTIONS INVESTMENT RISKS
 
A Fund will incur brokerage fees in connection with its futures and options transactions, and it will be required to segregate funds for the benefit of brokers as margin to guarantee performance of its futures and options contracts. In addition, while such contracts will be entered into to reduce certain risks, trading in these contracts entails certain other risks. Thus, while a Fund may benefit from the use of futures contracts and related options, unanticipated changes in interest rates may result in a poorer overall performance for that Fund than if it had not entered into any such contracts. Additionally, the skills required to invest successfully in futures and options may differ from skills required for managing other assets in the Fund’s portfolio.
 
 
GUARANTEED INVESTMENT CONTRACTS
 
A Guaranteed Investment Contract (“GIC”) is a pure investment product in which a life insurance company agrees, for a single premium, to pay the principal amount of a predetermined annual crediting (interest) rate over the life of the investment, all of which is paid at the maturity date. GICs typically guarantee the interest rate paid but not the principal.
 
 
LIMITED PARTNERSHIP INTERESTS
 
A limited partnership interest entitles a Fund to participate in the investment return of the partnership's assets as defined by the agreement among the partners. As a limited partner, a Fund generally is not permitted to participate in the management of the partnership. However, unlike a general partner whose liability is not limited, a limited partner's liability generally is limited to the amount of its commitment to the partnership. Certain Funds may invest in limited liability company interests to the same extent they invest in limited partnership interests. Limited liability company interests have similar characteristics as limited partnership interests.
 
 
ILLIQUID SECURITIES
 
Subject to the limitations in a Fund’s prospectus or this SAI, the Funds may acquire investments that are illiquid or of limited liquidity, such as private placements, investments that are not registered under the 1933 Act and do not trade in
 

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markets outside of the United States, or securities that are registered under the 1933 Act and trade infrequently or thinly. An illiquid investment is any investment that cannot be disposed of within seven days in the normal course of business at approximately the amount at which it is valued by a Fund. The price a Fund pays for illiquid securities or receives upon resale may be lower than the price paid or received for similar securities with a more liquid market. Accordingly, the valuation of these securities may reflect limitations on their liquidity. A Fund may not invest in illiquid securities if, as a result, more than 15% (10% in the case of certain Funds, and 5% in the case of the Money Market Fund) of the market value of its net assets would be invested in illiquid securities. If for any reason this limitation is exceeded, the Fund will take appropriate steps to bring the aggregate amount of illiquid securities below 15% (or such lower limit as may be applicable) as soon as reasonably practicable; however, the Fund will not liquidate any illiquid securities if the Subadviser determines that doing so would not be in the best interests of the Fund.
 
Securities in which each of the Funds may invest include securities issued by corporations without registration under the Securities Act of 1933, as amended (the “1933 Act”), in reliance on the so-called “private placement” exemption from registration which is afforded by Section 4(2) of the 1933 Act (“Section 4(2) Securities”). Section 4(2) Securities are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Funds, who agree that they are purchasing the securities for investment and not with a view to public distribution. Any resale must also generally be made in an exempt transaction. Section 4(2) Securities are normally resold to other institutional investors through or with the assistance of the issuer or investment dealers who make a market in such Section 4(2) Securities, thus providing liquidity. The Trust’s Board of Trustees has delegated to the Subadvisers the day-to-day authority to determine whether a particular issue of Section 4(2) Securities that are eligible for resale under Rule 144A under the 1933 Act should be treated as liquid. Rule 144A provides a safe-harbor exemption from the registration requirements of the 1933 Act for resales to “qualified institutional buyers” as defined in the Rule. With the exception of registered broker-dealers, a qualified institutional buyer must generally own and invest on a discretionary basis at least $100 million in securities.
 
The Subadvisers may deem Section 4(2) Securities liquid if they believe that, based on the trading markets for such security, such security can be disposed of within seven (7) days in the ordinary course of business at approximately the amount at which a Fund has valued the security. In making such determination, the Subadvisers generally consider any and all factors that they deem relevant, which may include: (i) the credit quality of the issuer; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; and (v) the nature of the security and the nature of market-place trades.
 
Treatment of Section 4(2) Securities as liquid could have the effect of decreasing the level of a Fund’s liquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities.
 

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INFLATION-INDEXED BONDS
 
Certain Funds may invest in inflation-indexed bonds, which are fixed income securities or other instruments whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon.
 
Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount.
 
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and, consequently, the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Certain Funds may also invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. In addition, if the Fund purchases inflation-indexed bonds offered by foreign issuers, the rate of inflation measured by the foreign inflation index may not be correlated to the rate of inflation in the United States. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate
 

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than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds. There can be no assurance, however, that the value of inflation-indexed bonds will be directly correlated to changes in interest rates. While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.
 
In general, the measure used to determine the periodic adjustment of U.S. inflation-indexed bonds is the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.
 
Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
 
 
INFLATION-INDEXED SECURITIES
 
Inflation-indexed securities are debt securities, the value of which is periodically adjusted to reflect a measure of inflation. Two structures are common for inflation-indexed securities. The U.S. Treasury and some other issuers use a structure that reflects inflation as it accrues by increasing the U.S. dollar amount of the principal originally invested. Other issuers pay out the inflation as it accrues as part of a semiannual coupon. Any amount accrued on an inflation-indexed security, regardless whether paid out as a coupon or added to the principal, is generally considered taxable income to the Fund. Where the accrued amount is added to the principal and no cash income is received until maturity, the Fund may be required to sell portfolio securities that it would otherwise continue to hold in order to obtain sufficient cash to make distributions to shareholders required for U.S. tax purposes.
 
An investor could experience a loss of principal and income on investments in inflation-indexed securities. In a deflationary environment, the value of the principal invested in an inflation-indexed security will be adjusted downward, just as it would be adjusted upward in an inflationary environment. Because the interest on an inflation-indexed security is calculated with respect to the amount of principal which is smaller following a deflationary period, interest payments will also be reduced, just as they would be increased following an inflationary period.
 
In the case of U.S. Treasury inflation-indexed securities, the return of at least the original U.S. dollar amount of principal invested is guaranteed, so an investor receives the greater of its original principal or the inflation-adjusted principal. If the return of principal is not guaranteed, the investor may receive less than the amount it originally invested in an inflation-indexed security following a period of deflation. Any guarantee of principal provided by a party other than the U.S. government will increase the Fund's exposure to the credit risk of that party.
 
The value of inflation-indexed securities is generally expected to change in response to changes in "real" interest rates. The real interest rate is the rate of interest that would be paid in the absence of inflation. The actual rate of interest, referred to as the nominal interest rate, is equal to the real interest rate plus the rate of inflation. If inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.
 
While inflation-indexed securities are designed to provide some protection from long-term inflationary trends, short-term increases in inflation may lead to a decline in their value. For example, if interest rates rise due to reasons other than inflation, investors in these securities may not be protected to the extent that the increase is not reflected in the security's inflation measure. The reasons that interest rates may rise without a corresponding increase in inflation include changes in currency exchange rates and temporary shortages of credit or liquidity. When interest rates rise without a corresponding increase in inflation, the Fund's investment in inflation-indexed securities will forego the additional return that could have been earned on a floating rate debt security.
 
The periodic adjustment of U.S. inflation-protected debt securities is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is an index of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-protected debt securities issued by a foreign government are generally adjusted to reflect a comparable consumer inflation index,
 

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calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the actual rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. To the extent that the Fund invests in inflation-indexed securities as a hedge against inflation, an imperfect hedge will result if the cost of living (as represented in the CPI-U) has a different inflation rate than the Fund's interests in industries and sectors minimally affected by changes in the cost of living.
 
 
INITIAL PUBLIC OFFERINGS
 
A Fund may invest in initial public offerings (IPOs) of common stock or other primary or secondary syndicated offerings of equity or debt securities issued by a corporate issuer.  A purchase of IPO securities often involves higher transaction costs than those associated with the purchase of securities already traded on exchanges or markets.  IPO securities are subject to market risk and liquidity risk.  The market value of recently issued IPO securities may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading and speculation, a potentially small number of securities available for trading, and limited information about the issuer. A Fund may hold IPO securities for a period of time or may sell them soon after the purchase.  Investments in IPOs could have an increased impact, either positive or negative, on a Fund’s performance if the Fund’s assets are relatively small.  The impact of an IPO on a Fund’s performance may tend to diminish as the Fund grows.  In circumstances where investments in IPOs make a significant contribution to a Fund’s performance, there can be no assurance that similar contributions from IPOs will continue in the future.
 
 
INVESTMENT COMPANY SECURITIES
 
The Funds may not invest in shares of other mutual funds in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act. However, as permitted by the 1940 Act, a Fund may invest in securities issued by other investment companies, so that, as determined immediately after a securities purchase is made: (a) not more than 5% of the value of a Fund’s total assets will be invested in the securities of any one investment company; (b) not more than 10% of the value of a Fund’s total assets will be invested in the securities of investment companies as a group; and (c) not more than 3% of the outstanding voting stock of any one investment company will be owned by a Fund. The foregoing restrictions do not apply to investments by the Funds in investment companies that are money market funds, including the Money Market Fund or another money market fund that has an affiliate of the Manager as an investment adviser. As a shareholder of another investment company, a Fund would indirectly bear, along with other shareholders, its pro rata portion of that company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. Investment companies in which a Fund may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares and other types of commissions or charges. Such charges will be payable by the Fund and, therefore, will be borne indirectly by shareholders.
 
 
Exchange Traded Funds
 
The Funds may invest in investment companies in the form of various exchange traded funds (“ETFs”), subject to the Fund’s investment objectives, policies, and strategies as described in the Prospectus. ETFs are baskets of securities that, like stocks, trade on exchanges such as the American Stock Exchange and the New York Stock Exchange. ETFs are priced continuously and trade throughout the day. ETFs may track a securities index, a particular market sector, or a particular segment of a securities index or market sector. Some types of ETFs include:
 
·
“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.
 
·
“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.
 
·
“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.
 
·
“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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ETFs can experience many of the same risks associated with individual stocks. ETFs are subject to market risk where the market as a whole, or that specific sector, may decline. ETFs that invest in volatile stock sectors, such as foreign issuers, smaller companies, or technology, are subject to the additional risks to which those sectors are subject. ETFs may trade at a discount to the aggregate value of the underlying securities. The underlying securities in an ETF may not follow the price movements of an entire industry, sector or index. Trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted. Although expense ratios for ETFs are generally low, frequent trading of ETFs by a Fund can generate brokerage expenses.
 
 
LENDING OF PORTFOLIO SECURITIES
 
In order to generate additional income, the Funds may, from time to time, lend up to 33 1/3% of their portfolio securities to broker-dealers, banks or institutional borrowers of securities. A Fund must receive cash collateral equal to 102% of the market value of domestic securities (105% for foreign securities). This collateral must be valued daily by the Fund and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination by the Fund or the borrower at any time. While the Fund does not have the right to vote securities on loan, it intends to terminate the loan and regain the right to vote if that is considered important with respect to the investment. In the event the borrower defaults in its obligation to a Fund, the Fund bears the risk of delay in the recovery of its portfolio securities and the risk of loss of rights in the collateral. The Fund will only enter into loan arrangements with broker-dealers, banks or other institutions determined to be creditworthy by the Manager.
 
 
LOAN PARTICIPATIONS AND ASSIGNMENTS
 
Loans, loan participations and interests in securitized loan pools are interests in amounts owed by a corporate, governmental or other borrower to a lender or consortium of lenders (typically banks, insurance companies, investment banks, government agencies or international agencies).  Loans involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to an investor in the event of fraud or misrepresentation.
 
Investments in loans through a direct assignment of the financial institution’s interests with respect to the loan may involve additional risks. For example, if a loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, the Fund relies on its Subadviser’s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Fund.
 
 
MORTGAGE - RELATED SECURITIES
 
Certain Funds may, consistent with their investment objective and policies, invest in mortgage-related securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. In addition, certain Funds may invest in mortgage-related securities issued by non-governmental entities, including collateralized mortgage obligations structured as pools of mortgage pass-through certificates or mortgage loans, subject to the rating limitations described in the Prospectus.
 
Mortgage-related securities, for purposes of the Prospectus and this SAI, represent pools of mortgage loans assembled for sale to investors by various governmental agencies such as GNMA and government-related organizations such as FNMA and the FHLMC, as well as by non-governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or are otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. Accelerated prepayments have an adverse impact on yields for pass-through securities purchased at a premium (i.e., a price in excess of principal amount) and may involve additional risk of loss of principal because the premium may not have been fully amortized at the time the obligation is prepaid. The opposite is true for pass-through securities purchased at a discount. The Funds may purchase mortgage-related securities at a premium or at a discount. If a Fund purchases a mortgage-related security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying mortgage collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage-related security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages underlying the securities are prone to prepayment, thereby shortening the life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, though, the rate of prepayment tends to decrease, thereby lengthening the
 

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period of time over which income at the lower rate is received. For these and other reasons, a mortgage-related security’s average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security’s return to the Funds. In addition, regular payments received in respect of mortgage-related securities include both interest and principal. No assurance can be given as to the return the Funds will receive when these amounts are reinvested.
 
If a Fund purchases mortgage-backed or asset-backed securities that are subordinated to other interests in the same mortgage pool, the Fund may receive payments only after the pool’s obligations to other investors have been satisfied.  An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the Fund as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless.  The risk of such defaults is generally higher in the case of mortgage pools that include so-called “subprime” mortgages.  An unexpectedly high or low rate of prepayments on a pool’s underlying mortgages may have a similar effect on subordinated securities.  A mortgage pool may issue securities subject to various levels of subordination.  The risk of non-payment affects securities at each level, although the risk is greater in the case of more highly subordinated securities.
 
In addition to bonds with customary settlement periods, the Fund may purchase or sell mortgage-backed securities on a delayed delivery or forward commitment basis through the “to-be-announced” (TBA) market. With TBA transactions, the particular securities to be delivered are not identified at the trade date but the delivered securities must meet specified terms and standards. Although the particular TBA securities must meet industry-accepted “good delivery” standards, there can be no assurance that a security purchased on a forward commitment basis will ultimately be issued or delivered by the counterparty. During the settlement period, the Fund will still bear the risk of any decline in the value of the security to be delivered. Whether or not the Fund takes delivery of the securities at the termination date of a TBA transaction, it will nonetheless be exposed to changes in the value of the underlying investments during the term of the agreement.
 
There are a number of important differences among the agencies and the instrumentalities of the U.S. government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as “Ginnie Maes”) which are guaranteed as to the timely payment of principal and interest by GNMA and such guaranty is backed by the full-faith and credit of the United States. GNMA is a wholly-owned U.S. government corporation within the Department of Housing and Urban Development. GNMA certificates are also supported by the authority of the GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as “Fannie Maes”) which are solely the obligations of FNMA and are not backed by or entitled to the full faith and credit of the United States. FNMA is a government-sponsored organization owned entirely by private stockholders. Fannie Maes are guaranteed as to timely payment of the principal and interest by FNMA. Mortgage-related securities issued by FHLMC include FHLMC mortgage participation certificates (also known as “Freddie Macs” or “PCs”). FHLMC is a corporate instrumentality of the United States, organized pursuant to an Act of Congress, which is owned entirely by the Federal Home Loan banks. Freddie Macs are not guaranteed by the United States or by any Federal Home Loan banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by the FHLMC. FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When FHLMC does not guarantee timely payment of principal, FHLMC may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.
 
 
Collateralized Mortgage Obligations
 
Mortgage-related securities in which the Funds may invest may also include collateralized mortgage obligations (“CMOs”). CMOs are debt obligations issued generally by finance subsidiaries or trusts that are secured by mortgage-backed certificates, including, in many cases, certificates issued by government-related guarantors, including GNMA, FNMA and FHLMC, together with certain funds and other collateral. Although payment of the principal of and interest on the mortgage-backed certificates pledged to secure the CMOs may be guaranteed by GNMA, FNMA or FHLMC, the CMOs represent obligations solely of the issuer and are not insured or guaranteed by GNMA, FHLMC, FNMA or any other governmental agency, or by any other person or entity. The issuers of the CMOs typically have no significant assets other than those pledged as collateral for the obligations.
 

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CMOs are issued in multiple classes. Each class of CMOs, often referred to as a “tranche,” is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. Principal prepayments on the mortgage loans or the mortgage assets underlying the CMOs may cause some or all of the classes of CMOs to be retired substantially earlier than their final distribution dates. Generally, interest is paid or accrues on all classes of CMOs on a monthly basis.
 
The principal of and interest on the mortgage assets may be allocated among the several classes of CMOs in various ways. In certain structures (known as “sequential pay” CMOs), payments of principal, including any principal prepayments, on the mortgage assets generally are applied to the classes of CMOs in the order of their respective final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs until all other classes having an earlier final distribution date have been paid in full.
 
Additional structures of CMOs include, among others, “parallel pay” CMOs. Parallel pay CMOs are those which are structured to apply principal payments and prepayments of the mortgage assets to two or more classes concurrently on a proportionate or disproportionate basis. These simultaneous payments are taken into account in calculating the final distribution date of each class.
 
 
Stripped Mortgage Securities
 
Certain Funds may invest in stripped mortgage securities. Stripped mortgage securities are derivative multiclass mortgage securities. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities have greater volatility than other types of mortgage securities. Although stripped mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped mortgage securities are generally illiquid.
 
Stripped mortgage securities are structured with two or more classes of securities that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have at least one class receiving only a small portion of the interest and a larger portion of the principal from the mortgage assets, while the other class will receive primarily interest and only a small portion of the principal. In the most extreme case, one class will receive all of the interest (“IO” or interest-only), while the other class will receive all of the principal (“PO” or principal-only class). The yield to maturity on IOs, POs and other mortgage-backed securities that are purchased at a substantial premium or discount generally are extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on such securities’ yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities even if the securities have received the highest rating by an NRSRO.
 
In addition to the stripped mortgage securities described above, certain Funds may invest in similar securities such as Super POs and Levered IOs which are more volatile than POs, IOs and IOettes. Risks associated with instruments such as Super POs are similar in nature to those risks related to investments in POs. IOettes represent the right to receive interest payments on an underlying pool of mortgages with similar risks as those associated with IOs. Unlike IOs, the owner also has the right to receive a very small portion of the principal. Risks connected with Levered IOs and IOettes are similar in nature to those associated with IOs. Such Funds may also invest in other similar instruments developed in the future that are deemed consistent with its investment objective, policies and restrictions. POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to the Fund.
 
Certain Funds may also purchase stripped mortgage-backed securities for hedging purposes to protect the Fund against interest rate fluctuations. For example, since an IO will tend to increase in value as interest rates rise, it may be utilized to hedge against a decrease in value of other fixed-income securities in a rising interest rate environment. With respect to IOs, if the underlying mortgage securities experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in these securities even if the securities are rated in the highest rating category by an NRSRO. Stripped mortgage-backed securities may exhibit greater price volatility than ordinary debt securities because of the manner in which their principal and interest are returned to investors. The market value of the class consisting entirely of principal payments can be extremely volatile in response to changes in interest rates. The yields on stripped mortgage-backed securities that receive all or most of the interest are generally higher than prevailing market yields on other mortgage-backed obligations because their cash flow patterns are also volatile and there is a greater risk that the initial investment will not be fully recouped. The market for CMOs and other stripped mortgage-backed securities may be
 

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less liquid if these securities lose their value as a result of changes in interest rates; in that case, a Fund may have difficulty in selling such securities.
 
 
OPTIONS
 
Certain Funds may write (or sell) put and call options on the securities that the Fund is authorized to buy or already holds in its portfolio. These option contracts may be listed for trading on a national securities exchange or traded over-the-counter. Certain Funds may also purchase put and call options. Funds may also receive options in connection with corporate actions.
 
A call option gives the purchaser of the option the right to buy, and the writer has the obligation to sell, the underlying security or foreign currency at the stated exercise price at any time prior to the expiration of the option, regardless of the market price or exchange rate of the security or foreign currency, as the case may be. The premium paid to the writer is consideration for undertaking the obligations under the option contract. A put option gives the purchaser the right to sell the underlying security or foreign currency at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price or exchange rate of the security or foreign currency, as the case may be.
 
When a Fund writes an option, an amount equal to the net premium (the premium less the commission) received by the Fund is included in the liability section of the Fund’s statement of assets and liabilities as a deferred credit. The amount of the deferred credit will be subsequently marked-to-market to reflect the current value of the option written. If an option expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or a loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold) and the deferred credit related to such option will be eliminated. If an option is exercised, the Fund may deliver the underlying security in the open market. In either event, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.
 
In order to close out a call option it has written, the Fund will enter into a “closing purchase transaction” (the purchase of a call option on the same security or currency with the same exercise price and expiration date as the call option which such Fund previously has written). When the portfolio security or currency subject to a call option is sold, the Fund will effect a closing purchase transaction to close out an existing call option on that security or currency. If such Fund is unable to effect a closing purchase transaction, it will not be able to sell the underlying security or currency until the option expires or that Fund delivers the underlying security or currency upon exercise. In addition, upon the exercise of a call option by the option holder, the Fund will forego the potential benefit represented by market depreciation over the exercise price.
 
A Fund may sell “covered” put and call options as a means of hedging the price risk of securities in the Fund’s portfolio, or for risk management or other permissible purposes. The sale of a call option against an amount of cash equal to the put’s potential liability constitutes a “covered put.”
 
Over-the-counter options (“OTC options”) differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and there is a risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than exchange-traded options. Because OTC options are not traded on an exchange, pricing is normally done by reference to information from a market marker. This information is carefully monitored by the Subadviser and verified in appropriate cases. OTC options which are illiquid or not readily marketable will be subject to a Fund’s limitation on investments in illiquid securities (see “Investment Restrictions”), provided that OTC option transactions by a Fund with a primary U.S. Government securities dealer which has given the Fund an absolute right to repurchase according to a “repurchase formula” generally will not be subject to this limit.
 
Certain Funds (other than the Money Market Fund) may also purchase or sell index options. Index options (or options on securities indices) are similar in many respects to options on securities except that an index option gives the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.
 
Because index options are settled in cash, a call writer cannot determine the amount of its settlement obligations in advance and, unlike call writing on specific securities, cannot provide in advance for, or cover, its potential settlement obligations by acquiring and holding the underlying securities. A Fund may be required to segregate assets or provide an initial margin to cover index options that would require it to pay cash upon exercise.
 

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PREFERRED STOCKS
 
Shareholders of preferred stocks normally have the right to receive dividends at a fixed rate, when and as declared by the issuer’s board of directors, but do not participate in other amounts available for distribution by the issuing corporation. Dividends on the preferred stock may be cumulative, and all cumulative dividends usually must be paid prior to common shareholders receiving any dividends. Because preferred stock dividends must be paid before common stock dividends, preferred stocks generally entail less risk than common stocks. Upon liquidation, preferred stocks are entitled to a specified liquidation preference, which is generally the same as the par or stated value, and are senior in right of payment to common stock. Preferred stocks are, however, equity securities in the sense that they do not represent a liability of the issuer and, therefore, do not offer as great a degree of protection of capital or assurance of continued income as investments in corporate debt securities. Preferred stocks are generally subordinated in right of payment to all debt obligations and creditors of the issuer, and convertible preferred stocks may be subordinated to other preferred stock of the same issuer.
 
 
PRIVATE INVESTMENTS IN PUBLIC EQUITY
 
A Fund may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class ("private investments in public equity" or "PIPES"). Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPES to be illiquid during this time, and subject to a Fund’s limitation on investments in illiquid securities. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
 
 
REAL ESTATE INVESTMENT TRUSTS (REITs)
 
Certain Funds may invest in equity or debt REITs. Equity REITs are trusts that sell shares to investors and use the proceeds to invest in real estate or interests in real estate. Debt REITs invest in obligations secured by mortgages on real property or interests in real property. A REIT may focus on particular types of projects, such as apartment complexes or shopping centers, or on particular geographic regions, or both. An investment in a REIT may be subject to certain risks similar to those associated with direct ownership of real estate, including: declines in the value of real estate; risks related to general and local economic conditions, overbuilding and competition; increases in property taxes and operating expenses; and variations in rental income. Also, REITs may not be diversified. A REIT may fail to qualify for pass-through tax treatment of its income under the Internal Revenue Code of 1986, as amended (the “Code”) and may also fail to maintain its exemption from registration under the 1940 Act. Also, REITs (particularly equity REITs) may be dependent upon management skill and face risks of failing to obtain adequate financing on favorable terms.
 
 
REPURCHASE AGREEMENTS
 
Securities held by certain Funds may be subject to repurchase agreements. Under the terms of a repurchase agreement, a Fund would acquire securities from member banks of the Federal Deposit Insurance Corporation and registered broker-dealers which a Subadviser deems creditworthy, subject to the seller’s agreement to repurchase such securities at a mutually agreed upon date and price. The repurchase price would generally equal the price paid by a Fund plus interest negotiated on the basis of current short-term rates, which may be more or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement will be required to maintain at all times the value of collateral held pursuant to the agreement at not less than the repurchase price (including accrued interest). If the seller were to default on its repurchase obligations or become insolvent, the Fund holding such obligation would suffer a loss to the extent that the proceeds from the sale of the underlying portfolio securities were less than the repurchase price under the agreement, or to the extent that the disposition of such securities by the Fund were delayed pending court action. Additionally, there is no controlling legal precedent confirming that a Fund would be entitled, as against the claim by such seller or its receiver or trustee in bankruptcy, to retain the underlying securities, although the Board of Trustees believes that, under the regular procedures normally in effect for the custody of a Fund’s securities subject to repurchase agreements, and under federal laws, a court of competent jurisdiction would rule in favor of the Trust if presented with the question. Securities subject to repurchase agreements will be held by the Trust’s Custodian or another qualified custodian or in the Federal Reserve/Treasury book-entry system. Repurchase agreements are considered to be loans by a Fund under the 1940 Act.
 

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REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL AGREEMENTS
 
Certain Funds may borrow money by entering into reverse repurchase agreements or dollar roll agreements in accordance with that Fund’s investment restrictions. Pursuant to such agreements, a Fund would sell portfolio securities to financial institutions, such as banks and broker-dealers, and agree to repurchase the securities, or substantially similar securities in the case of a dollar roll agreement, at a mutually agreed-upon date and price. A dollar roll agreement is identical to a reverse repurchase agreement except for the fact that substantially similar securities may be repurchased under a dollar roll agreement. The Funds do not consider a TBA (to be announced) trade, which is a forward mortgage-backed securities trade, to be a dollar roll since a TBA is a commitment to make a future purchase and does not involve deliverable securities. At the time a Fund enters into a reverse repurchase agreement or a dollar roll agreement, it will segregate assets such as U.S. government securities or other liquid high-grade debt securities consistent with the Fund’s investment restrictions having a value equal to the Fund's obligation. Reverse repurchase agreements and dollar roll agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which a Fund is obligated to repurchase the securities. Although reverse repurchase agreements and dollar roll agreements are excluded from the Funds’ fundamental restriction against borrowing, they may, to some extent, involve the risk of leverage.  See “Risks of Techniques Involving Leverage” below. A Fund may experience a negative impact on its net asset value if interest rates rise during the term of a reverse repurchase agreement or dollar roll agreement. A Fund generally will invest the proceeds of such borrowings only when such borrowings will enhance a Fund’s liquidity or when the Fund reasonably expects that the interest income to be earned from the investment of the proceeds is greater than the interest expense of the transaction.
 
 
RISKS OF TECHNIQUES INVOLVING LEVERAGE
 
Use of leveraging involves special risks and may involve speculative investment techniques. Certain Funds may borrow for other than temporary or emergency purposes, lend their securities, enter into reverse repurchase agreements or dollar roll agreements, and purchase securities on a when issued or forward commitment basis. In addition, certain Funds may engage in dollar roll transactions. Each of these transactions involve the use of “leverage” when cash made available to the Fund through the investment technique is used to make additional portfolio investments. The Funds use these investment techniques only when the Subadvisers, as applicable, believe that the leveraging and the returns available to the Fund from investing the cash will provide shareholders a potentially higher return.
 
Leverage exists when a Fund achieves the right to a return on a capital base that exceeds the investment the Fund has invested. Leverage creates the risk of magnified capital losses which occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the equity base of the Fund. Leverage may involve the creation of a liability that requires the Fund to pay interest (for instance, reverse repurchase agreements) or the creation of a liability that does not entail any interest costs (for instance, forward commitment transactions).
 
The risks of leverage include a higher volatility of the net asset value of a Fund’s shares and the relatively greater effect on the net asset value of the shares caused by favorable or adverse market movements or changes in the cost of cash obtained by leveraging and the yield obtained from investing the cash. So long as a Fund is able to realize a net return on its investment portfolio that is higher than interest expense incurred, if any, leverage will result in higher current net investment income being realized by such Fund than if the Fund were not leveraged. On the other hand, interest rates change from time to time as does their relationship to each other depending upon such factors as supply and demand, monetary and tax policies and investor expectations. Changes in such factors could cause the relationship between the cost of leveraging and the yield to change so that rates involved in the leveraging arrangement may substantially increase relative to the yield on the obligations in which the proceeds of the leveraging have been invested. To the extent that the interest expense involved in leveraging approaches the net return on a Fund’s investment portfolio, the benefit of leveraging will be reduced, and, if the interest expense on borrowings were to exceed the net return to shareholders, such Fund’s use of leverage would result in a lower rate of return than if the Fund were not leveraged. Similarly, the effect of leverage in a declining market could be a greater decrease in net asset value per share than if a Fund were not leveraged. In an extreme case, if a Fund’s current investment income were not sufficient to meet the interest expense of leveraging, it could be necessary for such Fund to liquidate certain of its investments at an inappropriate time. The use of leverage may be considered speculative.
 
 
SHORT SALES
 
To the extent consistent with its investment objective and strategies, the Blackrock Global Allocation Fund may make short sales of securities, either as a hedge against potential declines in value of a portfolio security or to realize appreciation when a security that the Fund does not own declines in value. When a Fund makes a short sale, it borrows
 

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the security sold short and delivers it to the broker-dealer through which it made the short sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to turn over any payments received on such borrowed securities to the lender of the securities.
 
The Fund secures its obligation to replace the borrowed security by depositing collateral with the broker-dealer, usually in cash, U.S. Government securities or other liquid securities similar to those borrowed. With respect to uncovered short positions, the Fund is required to deposit similar collateral with the Custodian, if necessary, to the extent that the value of both collateral deposits in the aggregate is at all times equal to at least 100% of the current market value of the security sold short. Depending on arrangements made with the broker-dealer from which the Fund borrowed the security, regarding payment received by the Fund on such security, the Fund may not receive any payments (including interest) on its collateral deposited with such broker-dealer.
 
Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. As a result, if the Fund makes short sales in securities that increase in value, it will likely underperform similar mutual funds that do not make short sales in securities. The Fund will realize a gain on a short sale if the security declines in price between those dates. There can be no assurance that the Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although the Fund’s gain is limited to the price at which it sold the security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold and may, theoretically, be unlimited.
 
 
SHORT SALES AGAINST THE BOX
 
Certain Funds may engage in short sales against the box. In a short sale, the Fund sells a borrowed security and has a corresponding obligation to the lender to return the identical security. The seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. A Fund may engage in a short sale if at the time of the short sale the Fund owns or has the right to obtain without additional cost an equal amount of the security being sold short. This investment technique is known as a short sale “against the box.” It may be entered into by a Fund to, for example, lock in a sale price for a security the Fund does not wish to sell immediately. If a Fund engages in a short sale, the proceeds of the short sale are retained by the broker pursuant to applicable margin rules. Additionally, the Fund will segregate or “earmark” cash or assets determined to be liquid equal to the amount of the commitment. The segregated assets are pledged to the selling broker pursuant to applicable margin rules. If the broker were to become bankrupt, a Fund could experience losses or delays in recovering gains on short sales. To minimize this risk, a Fund will enter into short sales against the box only with brokers deemed by the Subadviser to be creditworthy. No more than 10% of the Fund’s net assets (taken at current value) may be held as collateral for short sales against the box at any one time.
 
The Fund may make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund (or a security convertible or exchangeable for such security). In such case, any future losses in the Fund’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Fund owns. There will be certain additional transaction costs associated with short sales against the box, but the Fund will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales.
 
If the Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a “constructive sale”) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Fund may effect short sales.
 
 
SMALL COMPANY STOCKS
 
Funds that invest significantly in securities issued by small-cap companies are subject to capitalization risk. These securities may present additional risk because they have less predictable earnings or no earnings, more volatile share prices and are less liquid than securities issued by large-cap companies. These securities may also fluctuate in value more than those of larger, more established companies and, as a group, may suffer more severe price declines during periods of generally declining stock prices.
 

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SPECIAL SITUATION COMPANIES
 
Certain Funds may invest in “special situation companies.” Special situation companies include those involved in an actual or prospective acquisition or consolidation; reorganization; recapitalization; merger, liquidation or distribution of cash, securities or other assets; a tender or exchange offer; a breakup or workout of a holding company; or litigation which, if resolved favorably, would improve the value of the company’s stock. If the actual or prospective situation does not materialize as anticipated, the market price of the securities of a “special situation company” may decline significantly. Therefore, an investment in a Fund that invests a significant portion of its assets in these securities may involve a greater degree of risk than an investment in other mutual funds that seek long-term growth of capital by investing in better-known, larger companies. The Subadviser of such a Fund believes, however, that if it analyzes “special situation companies” carefully and invests in the securities of these companies at the appropriate time, the Fund may achieve capital growth. There can be no assurance however, that a special situation that exists at the time the Fund makes its investment will be consummated under the terms and within the time period contemplated, if it is consummated at all.
 
 
STRUCTURED NOTES
 
Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt  securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of the structured and indexed securities may provide that in certain circumstances no principal is due at maturity and therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities. To the extent a Fund invests in these securities, they will be analyzed in the overall assessment of the effective duration of the Fund’s portfolio in an effort to monitor the Fund’s interest rate risk.
 
 
SWAP AGREEMENTS
 
Certain Funds may enter into swap agreements for the purpose of attempting to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in a security that yielded or produced that desired return. These instruments also may be used for tax and/or cash management purposes. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested in a particular security, or at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. The “notional amount” of the swap agreement is only a fictitious basis on which to calculate the obligations which the parties to a swap agreement have agreed to exchange. The Fund’s obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement. The Fund’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of cash or cash equivalents (such as U.S government securities, or high grade debt obligations), to limit any potential leveraging of the Fund’s portfolio.
 
Credit Default Swaps: Certain Funds may also enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by the Fund. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose
 

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value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.
 
Credit default swap agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. The Fund's obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund). In connection with credit default swaps in which a Fund is the buyer, the Fund will segregate or “earmark” cash or assets determined to be liquid, or enter into certain offsetting positions, with a value at least equal to the Fund's exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a Fund is the seller, the Fund will segregate or “earmark” cash or assets determined to be liquid, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Fund). Such segregation or “earmarking” will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Fund's portfolio. Such segregation or “earmarking” will not limit the Fund's exposure to loss.
 
Whether a Fund’s use of swap agreements will be successful in furthering its investment objective will depend on the ability of the Subadviser correctly to predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two-party contracts and may have terms of greater than seven days, swap agreements may be considered to be illiquid, and thus subject to a Fund’s limitation on illiquid investments. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Subadviser will cause the Fund to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Fund’s repurchase agreement guidelines. Certain positions adopted by the Internal Revenue Service may limit the Fund’s ability to use swap agreements in a desired tax strategy. The swap market is a relatively new market and is largely unregulated. It is possible that developments in the swap market and the laws relating to swaps, including potential government regulation, could adversely affect the Fund’s ability to terminate existing swap agreements, to realize amounts to be received under such agreements, or to enter into swap agreements, or could have adverse tax consequences.
 
 
TAXABLE AND TAX EXEMPT MUNICIPAL SECURITIES
 
Certain Funds may invest in municipal securities. Municipal securities include debt obligations issued by governmental entities to obtain funds for various public purposes, such as the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses, and the extension of loans to other public institutions and facilities. Private activity bonds that are issued by or on behalf of public authorities to finance various privately-operated facilities are included within the term municipal securities, only if the interest paid thereon is exempt from federal taxes.
 
Other types of municipal securities include short-term General Obligation Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, Project Notes, Tax-Exempt Commercial Paper, Construction Loan Notes and other forms of short-term tax-exempt loans. Such instruments are issued with a short-term maturity in anticipation of the receipt of tax funds, the proceeds of bond placements or other revenues.
 
Project Notes are issued by a state or local housing agency and are sold by the Department of Housing and Urban Development. While the issuing agency has the primary obligation with respect to its Project Notes, they are also secured by the full faith and credit of the United States through agreements with the issuing authority which provide that, if required, the federal government will lend the issuer an amount equal to the principal of and interest on the Project Notes.
 
The two principal classifications of municipal securities consist of “general obligation” and “revenue” issues. There are, of course, variations in the quality of municipal securities, both within a particular classification and between classifications, and the yields on municipal securities depend upon a variety of factors, including the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. Ratings represent the opinions of an NRSRO as to the quality of municipal
 

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securities. It should be emphasized, however, that ratings are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate and rating may have different yields, while municipal securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to purchase, an issue of municipal securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase. The Subadviser will consider such an event in determining whether the Fund should continue to hold the obligation.
 
An issuer’s obligations under its municipal securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the federal bankruptcy code, and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon the enforcement of such obligations or upon the ability of municipalities to levy taxes. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal securities may be materially adversely affected by litigation or other conditions.
 
 
U.S. GOVERNMENT OBLIGATIONS
 
Certain Funds may invest in obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities, including bills, notes and bonds issued by the U.S. Treasury.
 
Obligations of certain agencies and instrumentalities of the U.S. government, such as the Government National Mortgage Association (“GNMA”), are supported by the full faith and credit of the U.S. Treasury; others, such as those of Fannie Mae (“FNMA”), are supported by the right of the issuer to borrow from the Treasury; still others, such as those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage Corporation (“FHLMC”), are supported only by the credit of the instrumentality. No assurance can be given that the U.S. government would provide financial support to U.S. government-sponsored agencies or instrumentalities, such as FNMA, or the FHLMC, since it is not obligated to do so by law. These agencies or instrumentalities are supported by the issuer’s right to borrow specific amounts from the U.S. Treasury, the discretionary authority of the U.S. government to purchase certain obligations from such agencies or instrumentalities, or the credit of the agency or instrumentality.
 
 
VARIABLE AND FLOATING RATE DEMAND AND MASTER DEMAND NOTES
 
Certain Funds may, from time to time, buy variable rate demand notes issued by corporations, bank holding companies and financial institutions and similar taxable and tax-exempt instruments issued by government agencies and instrumentalities. These securities will typically have a maturity in the 5 to 20 year range but carry with them the right of the holder to put the securities to a remarketing agent or other entity on short notice, typically seven days or less. The obligation of the issuer of the put to repurchase the securities is backed up by a letter of credit or other obligation issued by a financial institution. The purchase price is ordinarily par plus accrued and unpaid interest. Ordinarily, the remarketing agent will adjust the interest rate every seven days (or at other intervals corresponding to the notice period for the put), in order to maintain the interest rate at the prevailing rate for securities with a seven-day maturity.
 
Variable amount master demand notes in which certain Funds may invest are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time. While the notes are not rated by credit rating agencies, issuers of variable amount master demand notes (which are normally manufacturing, retail, financial and other business concerns) must satisfy the same criteria set forth above for commercial paper. The Subadviser will consider the earning power, cash flow, and other liquidity ratios of such notes and will continuously monitor the financial status and ability to make payment on demand. In determining dollar weighted average maturity, a variable amount master demand note will be deemed to have a maturity equal to the longer of the period of time remaining until the next interest rate adjustment or the period of time remaining until the principal amount can be recovered from the issuer through demand.
 
 
WARRANTS AND RIGHTS
 
Certain Funds may, from time to time, invest in warrants, or receive warrants in connection with corporate actions. Warrants are, in effect, longer-term call options. They give the holder the right to purchase a given number of shares of a particular company at specified prices within certain periods of time. The purchaser of a warrant expects that the market price of the security will exceed the purchase price of the warrant plus the exercise price of the warrant, thus giving him a profit. Of course, since the market price may never exceed the exercise price before the expiration date of the warrant, the purchaser of the warrant risks the loss of the entire purchase price of the warrant. Warrants generally trade in the open market and may be sold rather than exercised. Warrants are sometimes sold in unit form with other securities of an issuer.
 

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Units of warrants and common stock may be employed in financing young, unseasoned companies. The purchase price of a warrant varies with the exercise price of a warrant, the current market value of the underlying security, the life of the warrant and various other investment factors.
 
Rights are similar to warrants in they represent the right to buy common shares, however, in contrast, rights generally have a shorter period of time before expiration.
 
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
 
Certain Funds may purchase securities on a “when-issued” or “delayed delivery” basis. A Fund will engage in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with its investment objectives and policies, not for investment leverage, although such transactions represent a form of leveraging. When-issued securities are securities purchased for delivery beyond the normal settlement date at a stated price and yield and thereby involve risk that the yield obtained in the transaction will be less than that available in the market when the delivery takes place. A Fund will not pay for such securities or start earning interest on them until they are received. When a Fund agrees to purchase securities on a “when-issued” or “delayed delivery” basis, the Fund will segregate or “earmark” cash or assets determined to be liquid equal to the amount of the commitment.
 
Securities purchased on a when-issued basis are recorded as an asset and are subject to changes in the value based upon changes in the general level of interest rates. In when-issued and delayed delivery transactions, a Fund relies on the seller to complete the transaction; the seller’s failure to do so may cause such Fund to miss a price or yield considered to be advantageous. If a Fund sells a “when-issued” or “delayed delivery” security before a delivery, any gain would be taxable.
 
 
ZERO COUPON AND PAY-IN-KIND SECURITIES
 
Certain Funds may invest in zero coupon bonds and pay-in-kind securities. Zero coupon bonds (which do not pay interest until maturity) and pay-in-kind securities (which pay interest in the form of additional securities) may be more speculative and may fluctuate more in value than securities which pay income periodically and in cash. In addition, although a Fund receives no periodic cash payments from such investments, applicable tax rules require the Fund to accrue and pay out its income from such securities annually as income dividends.
 

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INVESTMENT RESTRICTIONS
 

 
Fundamental Restrictions
 
The investment objective of any Fund may be changed by the Board of Trustees without shareholder approval. In addition, the following fundamental investment restrictions may be changed with respect to a particular Fund only by the vote of a majority of the outstanding shares of that Fund (as defined under “Additional Information – Vote of a Majority of the Outstanding Shares” in this Statement of Additional Information). All other investment restrictions described in the Prospectus or this Statement of Additional Information may be changed by the Board of Trustees.
 
No Fund may:
 
1.
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.
 
2.
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.
 
3.
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).
 
4.
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, with respect to all the Funds:
 
(a)
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;
 
(b)
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;
 
(c)
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
 
(d)
personal credit and business credit businesses will be considered separate industries.
 
5.
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.
 
6.
Make loans, except that a 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.
 
7.
Issue senior securities except to the extent permitted under the 1940 Act or any rule, order or interpretation thereunder.
 
 
8.
(a)
Borrow money (not including reverse repurchase agreements or dollar roll agreements), except that a 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)
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.
 
 
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.
 
 
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.
 
 
Non-Fundamental Restrictions
 
In addition, the Funds are subject to the following non-fundamental limitations, which may be changed without the vote of shareholders. No Fund may:
 
1.
Write or sell put options, call options, straddles, spreads, or any combination thereof, except as consistent with a 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.
 
2.
Purchase securities on margin, make short sales of securities or maintain a short position, except that, as consistent with a 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 Funds may engage in short sales against the box.
 
3.
Purchase securities of companies for the purpose of exercising control will not be deemed to be the making of investments for the purpose of exercising control.
 
4.
Except as noted otherwise elsewhere in this SAI, invest more than 15% of its net assets in illiquid securities.
 
5.
Invest in shares of other mutual funds in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
 
Except for the Funds’ policy on illiquid securities and borrowing, if a percentage limitation is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in the value of a Fund’s portfolio securities will not constitute a violation of such limitation for purposes of the 1940 Act.
 
 
PORTFOLIO TURNOVER
 
The portfolio turnover rate for each of the Funds is calculated by dividing the lesser of a Fund’s purchases or sales of portfolio securities for the year by the monthly average value of the securities. The SEC requires that the calculation exclude all securities whose maturities at the time of acquisition are one year or less. The portfolio turnover rates for the Funds of the Trust may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemption of shares. High portfolio turnover rates will generally result in higher transaction costs to a Fund, including brokerage commissions. Portfolio turnover rates are set forth in the Financial Highlights of the Prospectus.
 
If a particular Fund changes subadvisers in any given year, the fund may experience a significant variation in the turnover rate due to the replacement of existing holdings by the new subadviser.

 
 
OTHER FUND POLICIES
 

 
DISCLOSURE OF PORTFOLIO HOLDINGS
 
The Board has adopted policies and procedures regarding the disclosure of portfolio holdings in order to assist the Funds in preventing the misuse of material nonpublic information and to ensure that shareholders and other interested parties continue to receive portfolio information on a uniform basis. The chief compliance officer of the Trust oversees application of the policies and provides the Board with periodic reports regarding the Funds’ compliance with the policies.
 
In general, the Trust has instructed all third-party service providers and Allianz Investment Management LLC its investment adviser, that no information regarding portfolio holdings may be disclosed to any unaffiliated third party except as follows.
 

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Complete portfolio holdings will be included in the Funds’ annual and semi-annual reports. The annual and semi-annual reports are mailed to all shareholders, and are filed with the SEC. The Funds file their complete portfolio holdings with the SEC within 60 days after the end of their first and third quarters on Form N-Q. Copies of the Funds’ annual and semi-annual reports and Forms N-Q are available: 1) free on the EDGAR Database on the SEC’s website at www.sec.gov; 2) for review or copying, copies subject to a duplication fee, at the SEC’s Public Reference Room in Washington, D.C.; 3) by e-mailing your request to publicinfo@sec.gov; or 4) by writing the SEC’s Public Reference Section, 100 F Street NE, Washington, D.C. 20549. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090.
 
Approximately 21 to 45 days after the end of each quarter, the Funds’ distributor posts on the Funds’ website (www.allianzlife.com) and publishes a fact sheet on each of the Funds which lists the Fund’s top holdings (generally, the top 10 to 15 holdings) at quarter-end.  On or before the fifth business day of each month, a schedule of investments for the AZL Money Market Fund, as of the last business day of the prior month, will be posted on the Funds’ website in accordance with Rule 2a-7.  Information concerning the Funds’ portfolio holdings that is more current than that in reports or other filings filed electronically with the SEC may be disclosed in certain printed materials, provided that the information is posted on the Funds’ website one day prior to the use of such printed materials.
 
The Funds may disclose their portfolio holdings to mutual fund databases and rating services (such as Lipper and Morningstar) on a quarterly basis, but no sooner than 30 days after the end of the relevant quarter.  The disclosure of portfolio holdings to databases and rating services is generally made for the purpose of obtaining ratings for the Funds and making available to the public the same portfolio holdings information as is typically provided for other rated mutual funds.  Any disclosure to mutual fund databases and rating services shall be made subject to a confidentiality agreement or provisions limiting the use of such information to the approved purposes.
 
In order to assure that any disclosure of portfolio holdings is in the best interests of shareholders, and to prevent any conflicts of interest between the Funds’ shareholders, investment adviser, principal underwriter, or any affiliated person of the Funds, the Funds’ policies regarding the disclosure of portfolio holdings include the provision that the Funds’ investment adviser (Allianz Investment Management LLC), subadvisers, and affiliates have access to portfolio composition and performance on a real-time basis, but only for legitimate business purposes. Any recipient of such information is subject to a duty of confidentiality, including a duty not to trade on the non-public information Any recipient of such information is subject to a duty of confidentiality, including a duty not to trade on the non-public information portfolio holdings also may be provided to the Participating Insurance Companies, or to their parent companies, affiliates or service providers, on a quarterly, monthly or more frequent basis, for purposes of financial reporting, risk management, regulatory compliance, or for other legitimate business purposes.
 
The Funds’ administrator, fund accountant, transfer agent, custodian, proxy voting service, and certain consultants and providers of software used to analyze portfolio performance may be given access to portfolio information, on a current basis, in connection with services provided by them. All of these latter entities are subject to confidentiality and non-use agreements and may not disclose (or use information on) portfolio holdings without the express written approval of the Chief Compliance Officer of the Trust.  The Fund’s independent registered public accountant, KPMG LLP, also has access from time to time to the Fund’s portfolio holdings in connection with performing the audit and related functions. In addition, the President of the Trust, in consultation with the Chief Compliance Officer of the Trust, may authorize the release of information regarding portfolio holdings upon a determination that such release is in the best interests of the shareholders of the relevant Fund or Funds.
 
Set forth below is a list of those parties with whom the Funds have authorized ongoing arrangements that include the release of portfolio holdings information, as well as the frequency of the release under such arrangements, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed.
 

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Recipient (holdings)
 
Frequency
 
Delay before dissemination
Abel Noser Corp.
 
Daily
 
1 Day
Bank of New York Mellon (Fund Custodian), The
 
Daily
 
No delay
Barclays Point
 
Daily
 
1 Day
Barra Argis System
 
Daily
 
1 Day
BBH
 
Daily
 
No delay
Bloomberg
 
Daily
 
1 Day
Broadridge Investor Communications Solutions, Inc. (proxy voting services)
 
As necessary
 
No Delay
ByAllAccounts, Inc.
 
Daily
 
1 Day
Charles River
 
Daily
 
1 Day
Citi Fund Services Ohio, Inc. (Fund Accountant and Administrator)
 
Daily
 
No Delay
Cogent Consulting
 
Daily
 
1 Day
Electra
 
Monthly
 
Ten days
EVARA/SS&C
 
Daily
 
No delay
Factset
 
Daily
 
1 Day
Glass Lewis & Co., LLC (proxy voting services)
 
Weekly
 
1 Day
Global Trading Analytics, LLC
 
Monthly
 
Sent second business day for the prior month’s activity
Institutional Shareholder Services (“ISS”) (proxy voting services)
 
Daily
 
1 Day
Hedgemark
 
Daily
 
1 Day
ITG, Inc.
 
Daily
 
1 Day
Lipper/Reuters
 
Quarterly
 
31 Calendar days after quarter end
Markit ClearPar
 
Monthly
 
Ten days
Morningstar Inc.
 
Quarterly
 
31 Calendar days after quarter end
Omego
 
Daily
 
No delay
Performance Attribution System
 
Daily
 
1 Day
RiskMetrics
 
Daily
 
1 Day
S&P/McGraw Hill
 
Quarterly
 
31 Calendar days after quarter end
SmartStream Technologies LTD.
 
Daily
 
1 Day
State Street Bank and Trust Company (State Street)
 
Daily
 
No delay
Style Research
 
Monthly
 
25th calendar day
SunGard Data Systems Inc.
 
Daily
 
1 Day
Thomson/Vestek
 
Quarterly
 
31 Calendar days after quarter end
Trade Informatics
 
Daily
 
1 Day
 
No compensation or any other consideration is received by the Funds, the Manager, or any other party in connection with disclosure of portfolio holdings.
 
On a quarterly basis, the Board will receive a report of portfolio holdings disclosures and will monitor such disclosures to ascertain that no conflicts exist and that any disclosures of information about portfolio holdings are in the best interests of Fund shareholders.
 
There is no assurance that the Funds’ policies on holdings information will protect the fund from the potential misuse of holdings by individuals or firms in possession of that information.
 
 
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
 
The shares of the Trust’s Funds are sold on a continuous basis by the Trust’s distributor, Allianz Life Financial Services, LLC (the “Distributor “or “ALFS”), an affiliate of the Manager, and the Distributor has agreed to use appropriate efforts to solicit all purchase orders.
 
 
NET ASSET VALUE
 
As indicated in the Prospectus, the net asset value of each class of each Fund is determined and the shares of each Fund are priced as of the valuation times defined in the Prospectus (see “Shareholder Information – Pricing of Fund Shares”) on each Business Day of the Trust. A “Business Day” is a day on which the New York Stock Exchange (the “NYSE”) is open for trading. Currently, the NYSE will not be open in observance of the following holidays: New Year’s Day, Martin
 

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Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
 
 
VALUATION OF THE FUNDS
 
Portfolio securities, the principal market for which is a securities exchange, will be valued at the closing sales price on that exchange on the day of computation or, if there have been no sales during such day, at the latest bid quotation. Portfolio securities, the principal market for which is not a securities exchange, will be valued at their latest bid quotation in such principal market. In either case, if no such bid price is available then such securities will be valued in good faith at their respective fair market values using methods by or under the supervision of the Board of Trustees. Portfolio securities of sufficient credit quality with a remaining maturity of 60 days or less will be valued either at amortized cost or original cost plus accrued interest, which approximates current value.
 
Options purchased and held by the Funds generally are valued at the average of the closing bid and ask quotations on the principal exchange on which the option is traded, as of the close of the NYSE. The close of trading for some options exchanges may occur later than the closing of the NYSE. If market quotations are not available, the value of an option may be priced at fair value as determined in good faith by or at the direction of the Funds’ Trustees.
 
Portfolio securities which are primarily traded on foreign exchanges are generally valued with the assistance of a pricing service and are generally valued at the preceding closing values of such securities on their respective exchanges, except that when an occurrence subsequent to the time a foreign security is valued is likely to have changed such value, then the fair value of those securities may be determined by consideration of other factors by or under the direction of the Board of Trustees.  Over-the-counter securities are valued on the basis of the bid price at the close of business on each business day; however securities that are traded on NASDAQ are valued at the official closing price reported by NASDAQ. Notwithstanding the above, bonds and other fixed-income securities are valued by using market quotations and may be valued on the basis of prices provided by a pricing service approved by the Board of Trustees. All assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars at the mean between the bid and asked prices of such currencies against U.S. dollars as last quoted by any major bank.
 
All other assets and securities, including securities for which market quotations are not readily available, will be valued at their fair value as determined in good faith under the general supervision of the Board of Trustees.
 
 
REDEMPTION IN KIND
 
Although the Funds intend to pay share redemptions in cash, the Funds reserve the right to make payment in whole or in part in securities rather than cash, known as “redemption in kind.” This could occur under extraordinary circumstances, such as a very large redemption that could affect Fund operations (for example, more than $250,000 or 1% of a Fund’s net assets). If the Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to the accumulation unit value allocated under your variable contract to the subaccount that invests in the Fund. When these securities are converted to cash, the associated brokerage charges will be deducted from the assets of the subaccount.
 

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MANAGEMENT OF THE TRUST
 

 
TRUSTEES AND OFFICERS
 
Overall responsibility for management of the Trust rests with its Board of Trustees, who are elected by the shareholders of the Trust. In addition to serving on the Board of Trustees of the Trust, each Trustee serves on the Board of the Allianz Variable Insurance Products Fund of Funds Trust (“FOF Trust”).  The Trustees elect the officers of the Trust to supervise its day-to-day operations. Subject to the provisions of the Declaration of Trust, the Board of Trustees manages the business of the Trust and the Trustees have all powers necessary or convenient to carry out this responsibility including the power to engage in transactions of all kinds on behalf of the Trust. The Board of Trustees is responsible for oversight of the officers and may elect and remove, with or without cause, such officers as they consider appropriate.
 
The chairman of the Board of Trustees is Brian Muench who is an “interested person” of the Trust, as defined under the 1940 Act, by virtue of his employment with Allianz Life Insurance Company of North America (“Allianz”) and the Manager. Since October 2014, the Trust has a Lead Independent (non-“interested”) Trustee, who is Peggy Ettestad. The Lead Independent Trustee was established to enable the independent members of the Board of Trustees to have a single point of contact with Fund management and the Manager, to coordinate the independent trustees' control and influence over fund governance. The Lead Independent Trustee is a member of the Board, who plays an active role in setting agendas, facilitating discussions, and serving as an interface between the Board and Fund management. The Lead Independent Trustee's responsibilities include (i) serving as leader of the independent trustees (keeping members focused on the objectives at hand, helping to shape meeting agendas, leading discussions, serving as spokesperson for the independent trustees, overseeing the quality, quantity, and timeliness of information received from Fund management, and seeking to improve the governance process); (ii) communicating regularly with other members of the Board of Trustees and with the Chairman; and (iii) conducting evaluations of the members of the Board of Trustees. The independent trustees believe that they have adequate control and influence over the governance of the Board and the Trust.
 
The Board of Trustees presently is composed of nine members, seven of whom are independent. As described further below, each of the independent trustees is sophisticated and experienced in business matters. Each has prior senior management or board experience. Many of the independent trustees have significant prior experience in the financial services industry. All of the independent trustees have served on the Board of Trustees for at least eight years; two independent trustees have served for over fifteen years.
 
As reflected below, the chairs and membership of the Audit, Investment and Nominating and Corporate Governance Committees are composed entirely of independent trustees. Through these committees, the independent trustees have direct oversight of accounting, auditing and financial matters affecting the Trust, the evaluation and supervision of the Trust’s Manager and subadvisers and the selection and nomination of candidates to the Board of Trustees.
 
The independent trustees, through the Lead Independent Trustee, regularly communicate with Brian Muench, President and Chair of the Trust, regarding matters of interest or concern to them, and the independent trustees, through the Lead Independent Trustee, participate in developing agenda items for Board meetings. The Board of Trustees meets in person approximately five times each year and by telephone at other times. At each in-person meeting, the Board holds one or more executive sessions at which the independent trustees are free to discuss any matter of interest or concern to them and obtain information directly from officers, employees and other agents of the Trust.
 
The Board of Trustees is actively involved in the risk oversight of the Trust. The Board, as a whole and through its Audit and Investment committees, supervises the Trust’s accounting and audit functions, as well as other financial matters affecting the Trust, and evaluates and supervises the Trust’s Manager and subadvisers. The Board of Trustees regularly receives detailed reports from, and has opportunity to question representatives of, the Trust’s Chief Compliance Officer, the Trust’s independent audit firm, and the Trust’s administrator. The Chief Compliance Officer’s reports include a quarterly risk assessment outlining all identified compliance risks, all identified exceptions and their resolution. The Board of Trustees also periodically receives reports, in person or by telephone, from various subadvisers.
 
The Board of Trustees has established certain standing committees to assist in the oversight of the Trust.
 
·
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 chair 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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·
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-chair of the Investment Committee. The functions of the Investment Committee include evaluating and supervising the Manager and Subadvisers to the various investment portfolios of the Trust.
 
·
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. Leonardi serves as chair of the Nominating and Corporate Governance 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 and Corporate Governance Committee does not consider nominees recommended by shareholders of the Trust.
 
·
The Investment Policy Committee consists of Darin Egbert, Brian Muench, Michael J. Tanski, Bradley K. Quello, Jeremy Smith, Brian Mong, and Timothy Meyer.  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.
 
·
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, Brian Mong, and Timothy Meyer.  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.
 

 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently nine Trustees, two of whom are an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:
 
NON-INTERESTED TRUSTEES(1)
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
AZL Fund Complex During Past 5 Years
Peter R. Burnim, Age 68
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
49
Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad,
Age 57
5701 Golden Hills Drive Minneapolis, MN  55416
Lead Independent Trustee
Since 10/14 (Trustee since 2/07)
Managing Director, Red Canoe Management Consulting LLC, 2008 to present
49
Luther College
Roger A. Gelfenbien,
Age 71
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since 10/99
Retired; Partner of Accenture 1983 to 1999
49
Virtus Funds
(8 Funds)
Claire R. Leonardi,
Age 59
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since 2/04
Chief Executive Officer, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012
49
Connecticut Technology Council and Connecticut Bioscience Innovation Fund
Dickson W. Lewis,
Age 66
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since 2/04
Retired; 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
49
None
Peter W. McClean,
Age 71
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
49
PNMAC Opportunity Fund and Northeast Bank
Arthur C. Reeds  III,
Age 71
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
49
Connecticut Water Service, Inc.

 
INTERESTED TRUSTEES(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 48
5701 Golden Hills Drive Minneapolis, MN  55416
 
Trustee
Since 3/08
President and CEO, Allianz Life Financial Services, LLC, 2007 to present
49
None

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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INTERESTED TRUSTEES(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
Brian Muench, Age 44
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
49
None
 
The following briefly describes specific experiences, qualifications, attributes or skills each trustee brings to his or her service on the Board of Trustees of the Trust:
 
Mr. Burnim brings to the Board of Trustees over 40 years of experience in management and director positions in the financial services industry. Mr. Burnim’s management experience includes over 25 years in various senior management positions for Citibank/Citicorp’s Corporate and Investment banking sectors and approximately ten years as Managing Director or Executive Vice President at various privately owned investment firms. Mr. Burnim also has substantial prior board experience, including service on the boards of The Bank of Bermuda and various hedge funds and insurance companies, as well as various nonprofits. Mr. Burnim offers the Board of Trustees his considerable knowledge of the securities and insurance industries in which the Trust functions and in Board governance matters.
 
Ms. Ettestad brings to the Board of Trustees over 20 years of senior management experience, including over ten years of experience in senior management positions specifically at insurance providers and other financial service firms. Ms. Ettestad’s subject matter expertise includes creation and analysis of financial systems and design and implementation of Sarbanes Oxley compliance and control processes, both directly applicable to the Board’s supervision of the Trust’s finance and compliance functions.
 
Mr. Gelfenbien brings to the Board of Trustees nearly 20 years of experience as partner and managing partner at Anderson Consulting (now Accenture), where his clients included governments, insurance companies and banks. Mr. Gelfenbien also has substantial board experience, including service on the boards of the Virtus Funds, Phoenix Companies, Edge Series Mutual Funds, and Webster Bank, as well as on the University of Connecticut Board of Trustees. Mr. Gelfenbien therefore brings to the Board of Trustees his considerable knowledgeable of the mutual fund and insurance industries in which the Trust functions and his knowledge of Board governance matters.
 
Ms. Leonardi brings to the Board of Trustees more than 30 years of senior management experience, including approximately 20 years of experience as senior vice president, managing director or general partner of two private equity fund-of-funds managers and experience launching a new insurance subsidiary of Phoenix Home Life Mutual Insurance Co. Ms. Leonardi has substantial prior board experience, including service on the boards of the University of Connecticut Health Center (14 years), the University of Connecticut (10 years) and the Connecticut Children’s Medical Center (3 years). Ms. Leonardi therefore brings considerable knowledgeable of the securities and insurance industries in which the Trust functions and in Board governance matters.
 
Mr. Lewis brings to the Board of Trustees over 35 years of management experience at various companies, including nearly 10 years in senior management positions at Fortis Financial Group and IDS Financial Services, Inc. Mr. Lewis brings to the Board of Trustees considerable experience in a variety of business functions, including sales and marketing, strategic planning, new product development and financial management. Mr. Lewis also has significant prior board experience with for profit and nonprofit organizations, including nearly 20 years on the Orono, Minnesota Board of Education. Mr. Lewis therefore also brings considerable knowledgeable of Board governance matters.
 
Mr. McClean brings to the Board of Trustees approximately 30 years of experience in senior management positions at various companies, including, most recently, as Managing Director at a private firm providing risk management and strategic planning advice to clients, including major financial services firms. Mr. McClean also has significant prior board experience with a variety of companies, including Cyrus Reinsurance, PNMAC Mortgage Opportunity Fund LLC and Energy Capital, LLC. Mr. McClean therefore brings considerable knowledgeable of Board governance matters.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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Mr. Reeds brings to the Board of Trustees over 30 years of experience in the investment department of CIGNA (and its predecessors), including nine years as Chief Investment Officer. Mr. Reeds also served as Chief Executive Officer of Conning Corporation (an investment bank) for the six months before its sale to Metropolitan Life. Mr. Reeds’ prior board service includes Conning Corporation, Connecticut Water Service and Lyme Academy College of Fine Arts. Mr. Reeds therefore brings to the Board, and to his role as the Board’s audit committee financial expert, considerable experience in the securities industry and Board governance matters and considerable knowledge in investments.
 
Mr. DeChellis is employed as President and of the Trust’s distributor, which is also the distributor of the Allianz Life variable insurance products through which the Trust is offered and sold. Mr. DeChellis has served in senior management positions for several years at various other insurance companies. Mr. DeChellis brings to the Board of Trustees not only his significant expertise in variable insurance product and mutual fund distribution, but also his day-to-day working knowledge of the strategic direction of Allianz Life and its variable insurance products.
 
Mr. Muench, as President is responsible for the day-to-day functions of the investment advisor, including management of the investment research process and the investment analytical group which monitors and makes recommendations regarding the retention of existing subadvisers and addition of new subadvisers within the investment option line-up. Mr. Muench brings to the Board of Trustees not only his expertise in investment management, but also his day-to-day working knowledge of the strategic direction of the Trust and the performance of the various funds of the Trust.
 
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 44
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 70
Dorsey & Whitney LLP,
Suite 1500
50 South Sixth Street
Minneapolis, MN 55402-1498
Secretary
Since 02/02
Partner, Dorsey and Whitney LLP since 1976.
 
Steven Rudden,
Age 46
Citi Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, OH  43219
Treasurer, Principal Accounting Officer and Principal Financial Officer
Since 06/14
Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., April 2011 to present; Vice President, JPMorgan, April 2006 to April 2010.
 
Chris R. Pheiffer,
Age 46
5701 Golden Hills Drive Minneapolis, MN  55416
Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer
Since 02/14
Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 2014.
 
 
(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.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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The following table sets forth the dollar range of equity securities beneficially owned by each Trustee as of December 31, 2014.
 
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
AZL Boston Company Research Growth Fund - $50,001 - $100,000
AZL JPMorgan International Opportunties Fund - $50,001 - $100,000
AZL MFS Value Fund - $50,001 - $100,000
AZL Morgan Stanley Mid Cap Growth Fund - $50,001 - $100,000
AZL Oppenheimer Discovery Fund - $10,001 - $50,000
Over $100,000
Brian Muench
5701 Golden Hills Drive
Minneapolis, MN 55416
None
None
 
The following table sets forth any ownership by a non-interested Trustee or their immediate family members as to each class of securities of an investment advisor or principal underwriter of the Trust, or a person directly or indirectly controlling, controlled by, or under common control with an investment advisor or principal underwriter of the Trust as of December 31, 2014.
 
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

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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The following table sets forth total compensation paid to Trustees for the fiscal year ended December 31, 2014. No executive officer or person affiliated with the Trust, other than the Trustees, received compensation from any Fund for the fiscal year ended December 31, 2014, in excess of $60,000. Trustees who are affiliated with the Distributor or the Manager do not receive compensation from the Trust but all Trustees are reimbursed for all out-of-pocket expenses relating to attendance at meetings.
 
 
COMPENSATION TABLE 1/1/2014 THROUGH 12/31/2014
 
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
$100,397
$-
N/A
$163,000
Peggy L. Ettestad
$109,300
$-
N/A
$177,670
Roger A. Gelfenbien
$100,397
$-
N/A
$163,000
Arthur C. Reeds III
$100,397
$-
N/A
$163,000
Peter W. McClean
$100,397
$-
N/A
$163,000
Claire R. Leonardi
$100,397
$-
N/A
$163,000
Dickson W. Lewis
$100,397
$-
N/A
$163,000
INTERESTED TRUSTEE
Robert DeChellis
$-
$-
N/A
$-
Brian Muench
$-
$-
N/A
$-
 
TRUSTEE HOLDINGS
 
As of March 31, 2015, the Trustees and Officers of the Trust, individually and as a group, owned none of the shares of any Fund of the Trust.
 
 
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
 
As of March 31, 2015, the following persons were known by the Trust to own beneficially, 5% or more shares of the Funds:
 
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**
AZL DFA Emerging Markets Core Equity Fund
 
NA
NA
AZL DFA International Core Equity Fund
 
NA
NA
AZL DFA U.S. Small Cap Fund
 
NA
NA
AZL DFA U.S. Core Equity Fund
 
NA
NA
AZL DFA Five-Year Global Fixed Income 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
 
The Manager may be presumed to control both the Trust and each of the Funds because it and its affiliates possess or share investment or voting power with respect to more than 25% of the total shares outstanding of the Trust and the Funds. All of the outstanding shares of the Funds are owned, directly or indirectly, by Allianz Life Variable Account A, Allianz Life Variable Account B, and Allianz Life of NY Variable Account C (the “Separate Accounts”) or otherwise by Allianz Life Insurance Company of North America or Allianz Life Insurance Company of New York. As a result, the Manager may have the ability to elect the Trustees, approve the investment management agreement and the distribution agreement for each of the Funds and to control any other matters submitted to the shareholders of the Funds for their approval or ratification, subject to any pass-through voting rights of owners of variable insurance Contracts with an investment in a Fund.
 
 
THE MANAGER
 
Subject to the general supervision of the Trust’s Board of Trustees and in accordance with each Fund’s investment objectives and restrictions, investment advisory services are provided to the Funds by the Manager. The Manager
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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manages each Fund pursuant to an Investment Management Agreement (the “Management Agreement”) with the Trust in respect of each such Fund, and subject to the investment policies described herein and in the Prospectus for the Funds.
 
The Manager is a registered investment adviser and a Minnesota limited liability company located at 5701 Golden Hills Drive, Minneapolis, MN 55416. Allianz Life Insurance Company of North America (“Allianz Life”) is the sole owner of the Manager.
 
For the services provided and the expenses assumed pursuant to the Management Agreement each of the Trust’s Funds pays a fee, computed daily and paid monthly, at an annual rate calculated as a percentage of the average daily net assets of that Fund according to the following schedule:
 
Name of Fund
Gross Management Fee
AZL DFA Emerging Markets Core Equity Fund
1.25%
AZL DFA International Core Equity Fund
0.95%
AZL DFA U.S. Small Cap Fund
0.85%
AZL DFA U.S. Core Equity Fund
0.80%
AZL DFA Five-Year Global Fixed Income Fund
0.60%
 
The Manager and the Funds listed below have entered into a written agreement whereby the Manager has voluntarily reduced the management fee to the rates shown below.  The Funds reduced rate may not be increased or terminated prior to April 30, 2016.
 
Name of Fund
Management Fee
AZL DFA Emerging Markets Core Equity Fund
0.95% on all assets
AZL DFA International Core Equity Fund
0.75% on all assets
AZL DFA U.S. Small Cap Fund
0.70% on all assets
AZL DFA U.S. Core Equity Fund
0.54% on all assets
AZL DFA Five-Year Global Fixed Income Fund
0.50% on all assets
 
The Manager may periodically elect to voluntarily reduce all or a portion of its fee with respect to any Fund in order to increase the net income of one or more of the Funds available for distribution as dividends.
 
 
The Manager separately has entered into an expense limitation agreement with certain of the Funds (each an “Expense Limitation Agreement”). Pursuant to the Expense Limitation Agreements, the Manager has agreed to waive or limit its fees and to assume other expenses to the extent necessary to limit the total annual operating expenses of each Fund to the limits described below.  The operating expenses covered by the Expense Limitation Agreement includes fees deducted from Fund assets such as audit fees and payments to independent trustees but does not include the operating expenses of other investment companies in which the Funds may invest (“acquired fund fees and expenses”).  Please note that the waiver of such fees will cause the total return and yield of a fund to be higher than they would otherwise be in the absence of such a waiver.
 
The Manager may request and receive reimbursement (“recoupment”) from the Fund for expenses previously paid by the Manager under the Expense Limitation Agreement, which may include waived management fees, provided that such reimbursement will not cause the Fund to exceed any limits in effect at the time of such reimbursement. The Fund’s ability to reimburse the Manager in this manner only applies to expenses paid by the Manager within the three fiscal years prior to the date of such reimbursement.  Except as provided for in the Expense Limitation Agreement, reimbursement of amounts previously waived or assumed by the Manager is not permitted.
 
The Manager has contractually agreed to pay fund expenses, which may include waiving management fees, through April 30, 2016, in order to limit annual fund operating expenses for certain of the Funds of the Trust as follows:
 
Name of Fund
Expense Limitation for Fund
 
Class 1
Class 2
AZL DFA Emerging Markets Core Equity Fund
N/A
1.50%
AZL DFA International Core Equity Fund
N/A
1.39%
AZL DFA U.S. Small Cap Fund
N/A
1.35%
AZL DFA U.S. Core Equity Fund
N/A
1.20%
AZL DFA Five-Year Global Fixed Income Fund
N/A
0.95%
 
Pursuant to the Management Agreement, the Funds will pay all expenses not assumed by the Manager. Among other expenses, each Fund pays its taxes (if any), brokerage commissions on portfolio transactions, interest, the cost of transfer
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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and dividend disbursement, administration of shareholder accounts, custodial fees, expenses of registering and qualifying shares for sale after the initial registration, auditing and legal expenses, fees and expenses of unaffiliated trustees, and costs of shareholder meetings.
 
Unless sooner terminated, the Management Agreement continues in effect as to a particular Fund for an initial period of two years and thereafter for successive one-year periods if such continuance is approved at least annually (i) by the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund and (ii) by vote of a majority of the Trustees who are not parties to the Management Agreement, or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for such purpose. The Management Agreement is terminable as to a particular Fund at any time on 60 days’ prior written notice without penalty by the Trustees, by vote of a majority of outstanding shares of that Fund, or by the Manager as applicable. The Agreement also terminates automatically in the event of any assignment, as defined in the 1940 Act.
 
The Management Agreement provides that the Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its duties, except a loss suffered by a Fund resulting from a breach of fiduciary duty with respect to its receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Manager as applicable in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
 
The Funds’ management fees for the last 3 fiscal years that were earned, recouped, and waived were as follows:
 
Period Ended
December 31, 2014
December 31, 2013
December 31, 2012
Fund
Management Fees Earned
Recoupment
Management Fees Waived
Management Fees Earned
Recoupment
Management Fees Waived
Management Fees Earned
Recoupment
Management Fees Waived
AZL DFA Emerging Markets Core Equity Fund
NA
NA
NA
NA
NA
NA
NA
NA
NA
AZL DFA International Core Equity Fund
NA
NA
NA
NA
NA
NA
NA
NA
NA
AZL DFA U.S. Small Cap Fund
NA
NA
NA
NA
NA
NA
NA
NA
NA
AZL DFA U.S. Core Equity Fund
NA
NA
NA
NA
NA
NA
NA
NA
NA
AZL DFA Five-Year Global Fixed Income Fund
NA
NA
NA
NA
NA
NA
NA
NA
NA
 
Pursuant to separate agreements effective July 1, 2014 between the Funds and the Manager, the Manager provides a Chief Compliance Officer (“CCO”) and certain compliance oversight and filing services to the Trust.  Under these agreements, the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $100.00 per hour for time incurred in connection with the preparation and filing of certain documents with the SEC.  The fees are paid to the Operations as “Administrative and compliance service fees” in the Funds’ annual and semiannual reports.
 
 
THE SUBADVISERS
 
The Manager has entered into an agreement (the “Subadvisory Agreement”) with the Subadviser with respect to each Fund managed by the Manager.
 
Subadvisers are selected through a rigorous portfolio manager selection process which includes researching each potential Subadviser’s asset class, track record, organizational structure, management team, compliance philosophy and operational structure, consistency of performance, and assets under management. The Manager chooses a small group of potential Subadvisers it considers to be most qualified based on its evaluation, including a quantitative and qualitative analysis. Out of the small group of potential Subadvisers, the Manager then selects the firm it determines to be the most qualified. The Manager’s selection is then subject to approval by the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust.
 
The Subadviser’s performance on behalf of a Fund is monitored by the Manager, taking into consideration investment objectives and policies and level of risk. The Manager brings comprehensive monitoring and control to the investment management process.
 

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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The Trust and the Manager were issued an exemptive order from the Securities and Exchange Commission in September 2002 which permits the Funds to obtain the services of one or more subadvisers without investor or shareholder approval. The exemptive order also permits the terms of Subadvisory Agreement to be changed and the employment of subadvisers to be continued after events that would otherwise cause an automatic termination of a Subadvisory Agreement, in each case without shareholder approval if those changes or continuation are approved by the Trust’s Board of Trustees. If a subadviser were added or changed without shareholder approval, the Prospectus would be revised and shareholders notified.
 
Highly disciplined manager evaluation on both a quantitative and qualitative basis is an ongoing process. The Manager’s investment committee gathers and analyzes performance data. Performance attribution, risk/return ratios and purchase/sale assessments are prepared monthly and, each quarter, a more comprehensive review is completed which consists of subadviser visits, fundamental analysis and statistical analysis. Extensive quarterly analysis is conducted to ensure that the Fund is being managed in line with the stated objectives. Semiannually, the investment committee reviews the back-up subadviser selection, regression analysis and universe comparisons. In addition to ongoing compliance monitoring, the Manager’s compliance team performs quarterly compliance reviews and a more extensive annual compliance examination, including an on-site compliance visit.  A number of “red flags” signal a more extensive and frequent manager review. These red flags consist of returns inconsistent with the investment objective, changes in leadership, ownership or portfolio managers, large changes in assets under management, changes to or deficiencies in compliance policies, practices or procedures, and changes in philosophy or discipline. The immediate response to any red flag is to assess the potential impact on the Subadviser’s ability to meet investment objectives. The Manager monitors “back-up” subadvisers for each investment class so that, should a subadviser change be warranted, the transition can be effected on a timely basis.
 
Under the Subadvisory Agreement, the Subadviser agrees to assume the obligations of the Manager to provide day-to-day investment decisions and other advisory services for a specific Fund or a portion of the assets of a specific Fund, as allocated by the Manager, if there is more than one Subadviser.
 
The following table shows each Fund, its Subadviser and the rate paid based on average daily net assets of each Fund for such subadvisory services during the last fiscal period ended December 31, 2014.
 
Fund
Subadviser
Subadvisory Fee
AZL DFA Emerging Markets Core Equity Fund
Dimensional Fund Advisors LP
NA
AZL DFA International Core Equity Fund
Dimensional Fund Advisors LP
NA
AZL DFA U.S. Small Cap Fund
Dimensional Fund Advisors LP
NA
AZL DFA U.S. Core Equity Fund
Dimensional Fund Advisors LP
NA
AZL DFA Five-Year Global Fixed Income Fund
Dimensional Fund Advisors LP
NA
 
The Subadvisory Fee rates for the Funds are listed below. For those Funds with multiple rates, when average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate, e.g. if average daily net assets for the AZL DFA U.S. Core Equity Fund are $300 million, a rate of 20 bps would apply to $100 million, and a rate of 15 bps would apply to the remaining $200 million.
 
Fund
Rate
 
Average Daily Net Assets (for Breakpoints)
 
First $100 million
Over $100 million
AZL DFA Emerging Markets Core Equity Fund
0.550%
0.500%
   
 
First $100 million
Over $100 million
AZL DFA International Core Equity Fund
0.400%
0.300%
   
 
First $100 million
Over $100 million
AZL DFA U.S. Small Cap Fund                                                             
0.400%
0.350%
     
 
First $100 million
Over $100 million
AZL DFA U.S. Core Equity Fund                                                             
0.200%
0.090%
   
 
First $100 million
Over $100 million
AZL DFA Five-Year Global Fixed Income Fund
0.250%
0.150%

The Allianz Variable Insurance Products Trust ¨ SAI ¨ April 27, 2015
 
 
 
 
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The table below presents the subadvisory fees earned by the subadvisers of each of the funds for the last 3 fiscal years.
 
For the fiscal year or period ended:
December 31, 2014
December 31, 2013
December 31, 2012
Fund
Subadvisory
Fees Earned
Subadvisory
Fees Earned
Subadvisory
Fees Earned
AZL DFA Emerging Markets Core Equity Fund
NA
NA
NA
AZL DFA International Core Equity Fund
NA
NA
NA
AZL DFA U.S. Small Cap Fund
NA
NA
NA
AZL DFA U.S. Core Equity Fund
NA
NA
NA
AZL DFA Five-Year Global Fixed Income Fund
NA
NA
NA
 
DIMENSIONAL FUND ADVISORS LP
 
Dimensional Fund Advisors LP ("DFA") is located at 6300 Bee Cave Road, Building One, Austin, TX 78746. DFA has been engaged in the business of providing investment management services since May 1981. DFA is currently organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. As of December 31, 2014, assets under management for all Dimensional affiliated advisors totaled approximately $381 billion. Other Managed Accounts
 
Brian Muench, President of the Manager, is primarily responsible for evaluating and selecting the subadvisers of the Trust, and for the day-to-day management of the Allianz Variable Insurance Products Fund of Funds Trust (the “FOF Trust”). As of December 31, 2014, aggregate assets under management in the FOF Trust was $10.21 billion.
 
The following chart reflects information at December 31, 2014 regarding accounts other than the listed Fund for which each portfolio manager employed by the Fund’s subadviser has day-to-day management responsibilities. Accounts are grouped into three categories: (i) registered investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. dollars using the exchange rate as of the applicable date.
 
Fund
Portfolio Manager
Other Registered Investment Company Accounts/
Assets Under Management
Other Pooled Investment Vehicles/
Assets Under Management
Other Accounts/
Assets Under Management
AZL DFA Emerging Markets Core Equity Fund
Joseph H. Chi
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Jed S. Fogdall
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Henry F. Gray
95 / $230.3 billion
15 / $10.3 billion additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Karen Umland
58 / $107.9 billion
9 / $2.8 billion
36 / $14.2 billion
additional account with performance based fees: 2 / $961 million

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Fund
Portfolio Manager
Other Registered Investment Company Accounts/
Assets Under Management
Other Pooled Investment Vehicles/
Assets Under Management
Other Accounts/
Assets Under Management
AZL DFA International Core Equity Fund
Joseph H. Chi
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Jed S. Fogdall
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Henry F. Gray
95 / $230.3 billion
15 / $10.3 billion additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Karen Umland
58 / $107.9 billion
9 / $2.8 billion
36 / $14.2 billion
additional account with performance based fees: 2 / $961 million
AZL DFA U.S. Small Cap Fund
Joseph H. Chi
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Jed S. Fogdall
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Henry F. Gray
95 / $230.3 billion
15 / $10.3 billion additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Bhanu P. Singh
48 / $122.3 billion
12 / $7.4 billion
additional account with performance based fees: 1 / $180 million
54 / $9.3 billion additional account with performance based fees: 1 / $22.6 million
AZL DFA U.S. Core Equity Fund
Joseph H. Chi
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Jed S. Fogdall
106 / $230.3 billion
21 / $10.3 billion
additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Henry F. Gray
95 / $230.3 billion
15 / $10.3 billion additional account with performance based fees: 1 / $180 million
90 / $23.5 billion
additional account with performance based fees: 3 / $983.7 million
Bhanu P. Singh
48 / $122.3 billion
12 / $7.4 billion
additional account with performance based fees: 1 / $180 million
54 / $9.3 billion additional account with performance based fees: 1 / $22.6 million
AZL DFA Five-Year Global Fixed Income Fund
Joseph F. Kolerich
35 / $94.8 billion
10 / $6.7 billion
12 / $1.8 billion
Joseph F. Kolerich
35 / $94.8 billion
10 / $6.7 billion
12 / $1.8 billion
 
 
 

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POTENTIAL MATERIAL CONFLICTS OF INTEREST
 
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
 
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 each Fund and/or other account. The Subadvisers seek 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 approaches that are used in connection with the management of the Funds.
 
Limited investment opportunities.  If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a 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 Subadvisers have adopted procedures for allocating portfolio transactions across multiple accounts.
 
Brokerage allocation.  With respect to securities transactions for the Funds, the Subadvisers determine 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 a Subadviser or an affiliate of a Subadviser acts as Subadviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Subadvisers 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 a 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 he or she 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 a Subadviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.
 
The Subadvisers have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
 
 
PORTFOLIO MANAGER COMPENSATION
 
The following section includes portfolio manager compensation information as of December 31, 2014, for the Manager and each of the Subadvisers.
 
 
The Manager
 
Allianz Investment Management LLC (“AIM LLC”)
The portfolio manager’s cash compensation consists of a fixed, market-based salary, an annual incentive bonus and compensation under a long-term performance incentive plan (known as ALT-PUP). The salary, and any annual salary increase, is determined based on relevant market considerations and the employee’s individual performance. The amount of any annual incentive bonus is determined based on the overall financial performance relative to business goals of the Manager and its parent, Allianz Life Insurance Company of North America, and on the employee’s individual performance. Eligibility for compensation under the ALT-PUP is based on the employee’s level in the organization and individual performance. The employee may be awarded ALT-PUP units based on the overall financial performance relative to business goals of the Manager and its parent, and on the employee’s individual performance. ALT-PUP units are valued and paid out over the three years following the award, with one-third of the award valued and paid each year. The actual value of the ALT-PUP units in any year is based primarily on the overall financial performance relative to business goals of the Manager and its parent.
 
Portfolio managers also may be eligible to participate in (i) a 401(k) retirement plan, (ii) a non-qualified employee stock purchase plan, which offers participants the opportunity to invest at a discount in shares of the publicly-traded stock of the
 

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Manager’s ultimate parent, Allianz SE, and (iii) a non-qualified deferred compensation plan, which offers participants the tax benefits of deferring the receipt of a portion of their cash compensation until such time as designated under the plan.
 
Portfolio manager compensation is not based on the value of the assets held in the Funds’ portfolios and is not based directly on the performance of the Funds; the performance of the Funds is a factor in the evaluation of the portfolio managers’ performance, and the portfolio manager’s individual performance is a factor in the determination of cash compensation, as described above.
 
 
The Subadviser
 
 
Dimensional Fund Advisors LP
 
Portfolio managers receive a base salary and bonus.  Compensation of a portfolio manager is determined at the discretion of Dimensional and is based on a portfolio manager’s experience, responsibilities, the perception of the quality of his or her work efforts and other subjective factors.  The compensation of portfolio managers is not directly based upon the performance of a Fund or other accounts that they manage.  Dimensional reviews the compensation of each portfolio manager annually and may make modifications in compensation as its Compensation Committee deems necessary to reflect changes in the market.  Each portfolio manager’s compensation consists of the following:
 
·  
Base Salary.  Each portfolio manager is paid a base salary.  Dimensional considers the factors described above to determine each portfolio manager’s base salary.
·  
Semi-Annual Bonus.  Each portfolio manager may receive a semi-annual bonus.  The amount of the bonus paid to each portfolio manager is based on the factors described above.
 
Portfolio managers may be awarded the right to purchase restricted shares of Dimensional’s stock as determined from time to time by the Board of Directors of Dimensional or its delegates. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all employees.
 
In addition, portfolio managers may be given the option of participating in Dimensional’s Long Term Incentive Plan.  The level of participation for eligible employees may be dependent on overall level of compensation, among other considerations.  Participation in this program is not based on or related to the performance of any individual strategies or any particular client accounts.
 
 
PORTFOLIO MANAGER OWNERSHIP OF SECURITIES IN THE FUNDS
 
At December 31, 2014, none of the Portfolio Managers for any of the Funds beneficially owned shares of any Fund.
 
 
AFFILIATED PERSONS
 
The following table lists persons who are affiliated with the Trust and who are also affiliated persons of the Manager.
 
Name
Position with Trust
Position with the Manager
Brian J. Muench
Chairman, Trustee, and President
Governor and President
Michael J. Tanski
Vice President, Operations
Assistant Vice President, Operations
Jeremy Smith
Vice President, Investments
Assistant Vice President, Asset Manager Selection
 
PORTFOLIO TRANSACTIONS
 
Purchases and sales of portfolio securities which are debt securities usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked prices. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the over-the-counter market are generally principal transactions with dealers. With respect to the over-the-counter market, the Trust, where possible will deal directly with the dealers who make a market in the securities involved except under those circumstances where better price and execution are available elsewhere.
 
In distributing brokerage business arising out of the placement of orders for the purchase and sale of securities for any Fund, the objective of the Fund’s Manager or Subadviser is to obtain the best overall terms. Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Manager or Subadviser, in its best judgment and in the manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers and dealers who provide supplemental investment research to the Manager or Subadviser may receive orders for transactions on behalf of the
 

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Trust. The types of research services the Manager or Subadviser may receive includes economic analysis and forecasts, financial market analysis and forecasts, industry and company specific analysis, performance monitoring, interest rate forecasts, arbitrage relative valuation analysis of various debt securities, analyses of U.S. Treasury securities, research-dedicated computer hardware and software and related consulting services and other services that assist in the investment decision-making process. Research services are received primarily in the form of written reports, computer-generated services, telephone contacts and personal meetings with security analysts. Research services may also be provided in the form of meetings arranged with corporate and industry spokespersons or may be generated by third parties but are provided to the Manager or Subadvisers by, or through, broker-dealers. Research so received is in addition to and not in lieu of services required to be performed by the Manager or Subadviser and does not reduce the fees payable to such adviser by the Trust. Such information may be useful to the Manager or Subadviser in serving both the Trust and other clients and, conversely supplemental information obtained by the placement of business of other clients may be useful to the Manager or Subadviser in carrying out its obligations to the Trust.
 
Consistent with achieving best execution, a Fund may participate in so-called “commission recapture” programs, under which brokers or dealers used by the Fund remit a portion of brokerage commissions to the particular Fund from which they were generated. Subject to oversight by the Fund’s Board of Directors, either the Fund’s Manager or Subadviser, is responsible for the selection of brokers or dealers and for ensuring that a Fund receives best execution in connection with its portfolio brokerage transactions. Participation in such programs may have the effect of reducing overall expenses and increasing overall returns for certain Funds
 
While the Manager or Subadviser generally seeks competitive commissions, the Trust may not necessarily pay the lowest commission available on each brokerage transaction for the reasons discussed above. Thus, a Fund may pay a higher brokerage commission in connection with a given portfolio transaction than it would have paid another broker for the same transaction in recognition of the value of brokerage or research services provided by the executing broker. The Fund paid no brokerage commissions during the last three fiscal years because it had not commenced operations prior to this year.
 
Investment decisions for each Fund of the Trust are made independently from those made for the other Funds or any other portfolio investment company or account managed by the Manager or Subadviser. Any such other portfolio, investment company or account may also invest in the same securities as the Trust. When a purchase or sale of the same security is made at substantially the same time on behalf of a Fund and another Fund, portfolio, investment company or account, the transaction will be averaged as to price, and available investments will be allocated as to amount, in a manner which the Manager or Subadviser believes to be equitable to the Fund(s) and such other portfolio, investment company, or account. In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained by the Fund. To the extent permitted by law, the Manager or Subadviser may aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for other Funds or for other portfolios, investment companies, or accounts in order to obtain best execution. In making investment recommendations for the Trust, the Manager or Subadviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Trust is a customer of the Manager, its parent, affiliates, or a Subadviser and, in dealing with its customers, the Manager, its parent and affiliates or a Subadviser will not inquire or take into consideration whether securities of such customers are held by the Trust.
 
 
ADMINISTRATOR AND FUND ACCOUNTANT
 
Citi Fund Services Ohio, Inc. (“CFSO”), whose principal location of business is 3435 Stelzer Road, Columbus, Ohio 43219, serves as the administrator (the “Administrator”) and fund accountant (the “Fund Accountant”) to the Trust pursuant to an Amended Services Agreement dated January 1, 2015 (the “Services Agreement”), as amended.
 
As Administrator, CFSO has agreed to maintain office facilities for the Trust; furnish statistical and research data, clerical and certain bookkeeping services and stationery and office supplies; prepare the periodic reports to the SEC on Form N-SAR and N-CSR or any comparable or replacement forms thereof; compile data for, prepare for execution by the Funds and file certain federal and state tax returns and required tax filings; prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; keep and maintain the financial accounts and records of the Funds, including calculation of daily expense accruals; and generally assist in all aspects of the Trust’s operations other than those performed by the Manager under the Investment Management Agreement, the Subadvisers under the Subadvisory Agreements, or by the Custodian under the Custody Agreement. Under the Services Agreement, the Administrator may delegate all or any part of its responsibilities thereunder.
 

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As Fund Accountant, CFSO maintains the accounting books and records for the Funds, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received and other required separate ledger accounts; maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Funds, including calculation of the net asset value per share, calculation of the dividend and capital gain distributions, if any, and of yield, reconciliation of cash movements with Trust’s custodian, affirmation to the Trust’s custodian of all portfolio trades and cash settlements, verification and reconciliation with the Trust’s custodian of all daily trade activities; provides certain reports; obtains dealer quotations, prices from a pricing service matrix prices, or where necessary, fair value pricing information or adjustment factors from independent fair value pricing sources on all portfolio securities in order to mark the portfolio to the market; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Funds.
 
Under the terms of the Services Agreement CFSO also provides a variety of compliance services utilized by the Chief Compliance Officer of the Trust.
 
CFSO receives a fee from each Fund for its services as Administrator and Fund Accountant and is reimbursed for certain expenses assumed pursuant to the Services Agreement, aggregated and paid monthly, including (a) an asset-based fee, calculated daily and paid monthly, at the annual rate of 0.05% of the combined average daily net assets of the Funds up to $4 billion; 0.04% of the combined average daily net assets of the Funds from $4 billion to $6 billion; 0.02% of the combined average daily net assets of the Funds from $6 billion to $8 billion; and 0.01% of the combined average daily net assets of the Funds over $8 billion; and (b) a fee of either $5,000 or $7,500 per Fund (depending on the number of securities held by the Fund) for fair value support services. The fees under (a) above are subject to a minimum fee of $60,000 per year for each Fund.  From time to time, CFSO may waive all or a portion of the administration fee payable to it by the Funds, either voluntarily or pursuant to applicable statutory expense limitations. In addition, CFSO receives an annual fee of $85,000 from the Trust for compliance services provided under the terms of the Services Agreement.
 
For the fiscal year ended December 31, 2014, CFSO was entitled to receive and waived administration fees from the Funds as follows:
 
Fund
Service Fees Earned
Service Fees Waived
AZL DFA Emerging Markets Core Equity Fund
NA
NA
AZL DFA International Core Equity Fund
NA
NA
AZL DFA U.S. Small Cap Fund
NA
NA
AZL DFA U.S. Core Equity Fund
NA
NA
AZL DFA Five-Year Global Fixed Income Fund
NA
NA
 
The Services Agreement shall continue in effect until December 31, 2014, and thereafter renew for successive one-year terms unless terminated by either party not less than 60 days prior to the expiration of such term, provided that any such renewal is approved at least annually (i) by the Trust’s Board of Trustees and (ii) by vote of a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of any party to the Services Agreement cast in person at a meeting called for such purpose. The Services Agreement is terminable for cause with respect to a particular Fund at any time on 60 days’ written notice without penalty by the Trust or by CFSO. The Services Agreement provides that CFSO shall not be liable for any error of judgment or mistake of law or any loss suffered by the Trust in connection with the matters to which the Services Agreement relates, except a loss from willful misfeasance, bad faith or negligence in the performance of its duties, or from the reckless disregard by CFSO of its obligations and duties thereunder.
 
 
DISTRIBUTOR
 
Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, whose principal location of business is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, serves as distributor to the Trust pursuant to a Distribution Agreement dated as of August 28, 2007 (the “Distribution Agreement”). The Distribution Agreement provides that the Distributor will use appropriate efforts to solicit orders for the sale of the Funds’ shares from bona fide investors and may enter into selling group agreements with responsible dealers and dealer managers as well as sell the Funds’ shares to individual investors. The Distributor is not obligated to sell any specific amount of shares.
 
The Distribution Agreement was last approved by the Trust’s Board of Trustee’s (including a majority of such Trustee’s who are not interested persons of the Trust or any party to such agreement within the meaning of the 1940 Act) on October 21, 2014. Unless otherwise terminated, the Distribution Agreement will continue in effect for successive
 

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one-year periods from the date of such Agreement if approved at least annually (i) by the Trust’s Board of Trustees or by the vote of a majority of the outstanding shares of the Trust, and (ii) by the vote of a majority of the Trustees who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement is terminable at any time on 60 days’ written notice without penalty by the Trustees, by a vote of a majority of the shareholders of the Trust, or by ALFS on 90 days’ written notice. The Distribution Agreement will automatically terminate in the event of any assignment as defined in the 1940 Act.
 
Distribution Plan. A Distribution Plan (the “Plan”) has been adopted by each of the Funds pursuant to Rule 12b-1 of the Act. Pursuant to the Plan, the Funds may pay directly or reimburse the Distributor monthly in amounts described in the Prospectus for costs and expenses of marketing the shares of the Funds.
 
The Plan provides for payments by each Fund to the Distributor at an annual rate not to exceed 0.25% of the Fund’s average net assets. For the JPMorgan U.S. Equity Fund, Schroder Emerging Markets Equity Fund, S&P 500 Index Fund, and T. Rowe Price Capital Appreciation Fund (the “Multi-Class Funds”) payments to the Distributor may be made only on assets attributable to Class 2 Shares.
 
For the fiscal year or period ended December 31, 2014, the following 12b-1 fees shown as earned and waived for the Funds were:
 
Fund
12b-1 Fees Earned
12b-1 Fees Waived
AZL DFA Emerging Markets Core Equity Fund
NA
NA
AZL DFA International Core Equity Fund
NA
NA
AZL DFA U.S. Small Cap Fund
NA
NA
AZL DFA U.S. Core Equity Fund
NA
NA
AZL DFA Five-Year Global Fixed Income Fund
NA
NA
 
Under the Plan, each Fund pays the Distributor and other securities dealers and other financial institutions and organizations for certain distribution activities. The above amounts represent payments to securities dealers and other financial institutions and organizations for certain distribution services. Amounts received by the Distributor may, additionally, subject to the Plan’s maximums, be used to cover certain other costs and expenses related to the distribution of Fund shares and provision of service to Fund shareholders, including: (a) advertising by radio, television, newspapers, magazines, brochures, sales literature, direct mail or any other form of advertising; (b) expenses of sales employees or agents of the Distributor, including salary, commissions, travel and related expenses; (c) costs of printing prospectuses and other materials to be given or sent to prospective investors; and (d) such other similar services as the Trustees determine to be reasonably calculated to result in the sale of shares of the Funds. Each Fund will pay all costs and expenses in connection with the preparation, printing and distribution of the Prospectus to current shareholders and the operation of its Plan(s), including related legal and accounting fees. A Fund will not be liable for distribution expenditures made by the Distributor in any given year in excess of the maximum amount payable under a Plan for that Fund in that year.
 
The Plan provides that it may not be amended to increase materially the costs which the Funds may bear pursuant to the Plan without shareholder approval and that other material amendments to the Plan must be approved by the Board of Trustees, and by the Trustees who are neither “interested persons” (as defined in the 1940 Act) of the Trust nor have any direct or indirect financial interest in the operation of the particular Plan or any related agreement, by vote cast in person at a meeting called for the purpose of considering such amendments. The selection and nomination of the Trustees have been committed to the discretion of the Trustees who are not “interested persons” of the Trust.  The continuance of the Plan is subject to similar annual approval by the Trustees and the Plan Trustees. The Plan’s continuance was most recently approved by the Board of Trustees on February 18, 2015.
 
The Plan is terminable at any time by a vote of a majority of the Plan Trustees or by vote of the holders of a majority of the shares of the Fund. The Board of Trustees has concluded that there is a reasonable likelihood that the Plan will benefit the Funds and their shareholders.
 
The Plan was initially approved by the Board of Trustees, as described above, for each Fund on the dates shown in the table below:
 

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Fund
Date
AZL DFA Emerging Markets Core Equity Fund
June 11, 2014
AZL DFA International Core Equity Fund
June 11, 2014
AZL DFA U.S. Small Cap Fund
June 11, 2014
AZL DFA U.S. Core Equity Fund
June 11, 2014
AZL DFA Five-Year Global Fixed Income Fund
June 11, 2014
 
CUSTODIAN
 
The Bank of New York Mellon (“BNY Mellon”), One Wall Street, New York, New York 10286, serves as custodian of the Fund.  BNY Mellon is paid certain fees and reimbursed for certain out-of-pocket expenses for its services.  Fees paid by the Fund for these services are included under “Other Expenses” in the Fees and Expenses table for each Fund.  BNY Mellon is affiliated with The Dreyfus Corporation.
 
 
TRANSFER AGENT
 
As of April 1, 2015, SunGard Investor Services LLC, whose principal location of business is 3435 Stelzer Road, Suite 1000, Columbus, OH 43219, serves as the transfer agent to the Trust pursuant to a Transfer Agency Services Agreement with the Trust. SunGard also serves as the Transfer Agent to the FOF Trust. As Transfer Agent, SunGard performs the following services in connection with each Fund’s shareholders of record: maintains shareholder records, processes shareholder purchase and redemption orders, processes transfers and exchanges of shares of the Funds on the shareholder files and records, and processes dividend payments and reinvestments. Prior to April 1, 2015, CFSO served as transfer agent to the Trust and to the FOF Trust.
 
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
KPMG LLP (“KPMG”), 191 West Nationwide Boulevard, Suite 500, Columbus, OH 43215, is the independent registered public accounting firm for the Trust. KPMG provides financial auditing services as well as certain tax return preparation services for the Trust.
 
 
LEGAL COUNSEL
 
Dorsey & Whitney LLP, 50 South Sixth Street, Suite 1500, Minneapolis MN 55402, is the legal counsel to the Trust. Perkins Coie LLP, 700 Thirteenth Street N.W., Washington, D.C. 20005, is legal counsel to the Independent Trustees.
 
 
CODES OF ETHICS
 
Federal law requires the Trust, its investment advisers and its principal underwriter to adopt codes of ethics which govern the personal securities transactions of their respective personnel. Accordingly, each such entity has adopted a code of ethics pursuant to which their respective personnel may invest in securities for their personal accounts (including securities that may be purchased or held by the Trust). Each code of ethics is included as an exhibit to the Trust’s registration statement which is on file with, and available from, the Securities and Exchange Commission. Each Code has been adopted pursuant to Rule 17j-1 under the 1940 Act.
 

 

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ADDITIONAL INFORMATION
 

 
DESCRIPTION OF SHARES
 
The Trust is a Delaware business trust organized on July 13, 1999. The Declaration of Trust authorizes the issuance of an unlimited number of shares of beneficial interest of series and classes of shares. The shares are offered on a continuous basis. Pursuant to such authority, the Board of Trustees has established 36 series, each previously named and defined collectively as the “Funds.” Each share of each Fund represents an equal proportionate interest with each other share of that series. Upon liquidation, shares are entitled to a pro rata share of the Trust based on the relative net assets of each series. Shareholders have no preemptive or conversion rights. Shares are redeemable and transferable. No commissions are paid for distributing the Funds’ shares.
 
Under the terms of the Declaration of Trust, the Trust is not required to hold annual shareholder meetings. Shareholder meetings for the purpose of electing Trustees will be held when required by law, when or at such time as less than a majority of Trustees holding office have been elected by shareholders, or at such other time as the Trustees then in office deem it appropriate to call a shareholders’ meeting for the election of Trustees. At meetings of shareholders, each share is entitled to one vote for each dollar of net asset value applicable to such share. Shares have non-cumulative voting rights, which means that the holders of more than 50% of the votes applicable to shares voting for the election of Trustees can elect all of the Trustees to be elected at a meeting. The rights of shareholders cannot be modified other than by a vote of the majority of the outstanding shares.
 
The shareholders of the Trust are the Participating Insurance Companies, the Separate Accounts, and the FOF Trust, which hold the right to vote upon matters at any meeting of the shareholders of the Trust. However, the Trust understands that the Participating Insurance Companies generally will solicit voting instructions from Contract owners regarding matters submitted to shareholder vote and the Participating Insurance Companies will vote all outstanding shares of any Fund of the Trust in accordance with instructions timely given by the owners of the Contracts for which the Fund serves as a funding vehicle. Fund shares held by a Separate Account as to which no instructions have been received or that are not attributable to a Contract owner, Fund shares held by a Participating Insurance Company for its own account, and Fund shares held by the FOF Trust also will be voted for or against any proposition, or in abstention, in the same proportion as the shares as to which instructions have been received. Because most Contract owners do not provide instructions, the effect of this proportional voting is that a small number of Contract owners can determine the outcome of the voting. If, in the future, a Participating Insurance Company determines that it is permitted to vote any shares of the Funds in its own right, it may elect to do so, subject to the then current interpretation of the 1940 Act and the rules thereunder.
 
The Declaration of Trust provides that a Trustee will not be liable for errors of judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his duties involved in the conduct of his office.
 
 
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES
 
As used in the Funds’ Prospectus and in this Statement of Additional Information, “vote of a majority of the outstanding shares” of the Trust or any Fund means the affirmative vote, at an annual or special meeting of shareholders duly called, of the lesser of: (a) 67% or more of the votes of shareholders of the Trust or the Fund, present at such meeting at which the holders of more than 50% of the votes attributable to the shareholders of record of the Trust or the Fund are represented in person or by proxy, or (b) the holders of more than fifty percent (50%) of the outstanding votes of shareholders of the Trust or the Fund.
 
 
ADDITIONAL TAX INFORMATION
 
Each Fund intends to qualify as a “regulated investment company” (a “RIC” under the Code). Such qualification generally will relieve the Funds of liability for federal income taxes to the extent their earnings are distributed in accordance with the Code. However, taxes may be imposed on the Funds by foreign countries with respect to income received on foreign securities. Depending on the extent of each Fund’s activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, each Fund may be subject to the tax laws of such states or localities. In addition, if for any taxable year the Fund does not qualify for the special tax treatment afforded regulated investment companies, all of its taxable income will be subject to a federal tax at regular corporate rates (without any deduction for distributions to its
 

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shareholders). In such event, dividend distributions would be taxable to shareholders to the extent of earnings and profits, and would be eligible for the dividends-received deduction for corporations.
 
A non-deductible excise tax is also imposed on regulated investment companies that do not make distributions to shareholders on a timely basis in accordance with calendar-year distribution requirements (regardless of whether they otherwise have a non-calendar taxable year). These rules require annual distributions equal to 98% of ordinary income for the calendar year plus 98% of their capital gain net income for the one-year period ending on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a Fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. If distributions during a calendar year were less than the required amount, a particular Fund would be subject to a non-deductible excise tax equal to 4% of the deficiency.
 
Each of the Funds will be required in certain cases to withhold and remit to the United States Treasury 31% of taxable distributions paid to a shareholder who has provided either an incorrect tax identification number or no number at all, or who is subject to withholding by the Internal Revenue Service for failure to report properly payments of interest or dividends.
 
Dividends of investment company taxable income (including net short-term capital gains) are taxable to shareholders as ordinary income. Distributions of investment company taxable income may be eligible for the corporate dividends-received deduction to the extent attributable to a Fund’s dividend income from U.S. corporations, and if other applicable requirements are met. Distributions of net capital gains (the excess of net long-term capital gains over net short-term capital losses) designated by a Fund as capital gain dividends are not eligible for the dividends-received deduction and will generally be taxable to shareholders as long-term capital gains, regardless of the length of time the Fund’s shares have been held by a shareholder. Capital gains from assets held for one year or less will be taxed as ordinary income. Generally, dividends are taxable to shareholders, whether received in cash or reinvested in shares of a Fund. Any distributions that are not from a Fund’s investment company taxable income or net capital gain may be characterized as a return of capital to shareholders or, in some cases, as capital gain. Shareholders will be notified annually as to the federal tax status of dividends and distributions they receive and any tax withheld thereon. Dividends, including capital gain dividends, declared in October, November, or December with a record date of such month and paid during the following January will be treated as having been paid by a Fund and received by shareholders on December 31 of the calendar year in which declared, rather than the calendar year in which the dividends are actually received.
 
Upon the taxable disposition (including a sale or redemption) of shares of a Fund, a shareholder may realize a gain or loss depending upon his basis in his shares. Such gain or loss generally will be treated as capital gain or loss if the shares are capital assets in the shareholder’s hands. Such gain or loss will be long-term or short-term, generally depending upon the shareholder’s holding period for the shares. However, a loss realized by a shareholder on the disposition of Fund shares with respect to which capital gain dividends have been paid will, to the extent of such capital gain dividends, be treated as long-term capital loss if such shares have been held by the shareholder for six months or less. Further, a loss realized on a disposition will be disallowed to the extent the shares disposed of are replaced (whether by reinvestment of distributions or otherwise) within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Shareholders receiving distributions in the form of additional shares will have a cost basis for Federal income tax purposes in each share received equal to the net asset value of a share of the Funds on the reinvestment date.
 
A portion of the difference between the issue price and the face amount of zero coupon securities (“Original Issue Discount”) will be treated as income to any Fund holding securities with Original Issue Discount each year although no current payments will be received by such Fund with respect to such income. This original issue discount will comprise a part of the investment company taxable income of such Fund which must be distributed to shareholders in order to maintain its qualification as a RIC and to avoid federal income tax at the level of the relevant Fund. Taxable shareholders of such a Fund will be subject to income tax on such original issue discount, whether or not they elect to receive their distributions in cash. In the event that a Fund acquires a debt instrument at a market discount, it is possible that a portion of any gain recognized on the disposition of such instrument may be treated as ordinary income.
 
A Fund’s investment in options, futures contracts and forward contracts, options on futures contracts and stock indices and certain other securities, including transactions involving actual or deemed short sales or foreign exchange gains or losses are subject to many complex and special tax rules. For example, over-the-counter options on debt securities and certain equity options, including options on stock and on narrow-based stock indexes, will be subject to tax under Section
 

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1234 of the Code, generally producing, a long-term or short-term capital gain or loss upon lapse of the option or sale of the underlying stock or security.
 
By contrast, a Fund’s treatment of certain other options, futures and forward contracts entered into by the Fund is generally governed by Section 1256 of the Code. These “Section 1256” positions generally include regulated futures contracts, foreign currency contracts, non-equity options and dealer equity options. Each such Section 1256 position held by a Fund will be marked-to-market (i.e., treated as if it were sold for fair market value) on the last business day of that Fund’s fiscal year, and all gain or loss associated with fiscal year transactions and marked-to-market positions at fiscal year-end (except certain currency gain or loss covered by Section 988 of the Code) will generally be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. The effect of Section 1256 mark-to-market may be to accelerate income or to convert what otherwise would have been long-term capital gains into short-term capital gains or short-term capital losses into long-term capital losses within such Fund. The acceleration of income on Section 1256 positions may require the Fund to accrue taxable income without the corresponding receipt of cash. In order to generate cash to satisfy the distribution requirements of the Code, a Fund may be required to dispose of portfolio securities that it otherwise would have continued to hold or to use cash flows from other sources, such as the sale of the Fund’s shares. In these ways, any or all of these rules may affect the amount, character and timing of income earned and in turn distributed to shareholders by the Funds.
 
When a Fund holds options or contracts which substantially diminish its risk of loss with respect to other positions (as might occur in some hedging transactions), this combination of positions could be treated as a straddle for tax purposes, resulting in possible deferral of losses, adjustments in the holding periods of securities owned by a Fund and conversion of short-term capital losses into long-term capital losses. Certain tax elections exist for mixed straddles, i.e., straddles comprised of at least one Section 1256 position and at least one non-Section 1256 position, which may reduce or eliminate the operation of these straddle rules.
 
Each Fund will monitor its transactions in such options and contracts and may make certain other tax elections in order to mitigate the effect of the above rules and to prevent disqualification of a Fund as a RIC under Subchapter M of the Code.
 
In order for a Fund to qualify as a RIC for any taxable year, at least 90% of the Fund’s annual gross income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities, including gains from foreign currencies, and other income derived with respect to the business of investing in stock, securities or currencies. Future Treasury regulations may provide that foreign exchange gains may not qualify for purposes of the 90% limitation if such gains are not directly related to a Fund’s principal business of investing in stock or securities, or options or futures with respect to such stock or securities. Currency speculation or the use of currency forward contracts or other currency instruments for non-hedging purposes may generate gains deemed to be not directly related to the Fund’s principal business of investing in stock or securities and related options or futures. Each Fund will limit its activities involving foreign exchange gains to the extent necessary to comply with the above requirements.
 
The federal income tax treatment of interest rate and currency swaps is unclear in certain respects and may in some circumstances result in the realization of income not qualifying under the 90% limitation described above. Each Fund will limit its interest rate and currency swaps to the extent necessary to comply with this requirement.
 
Under Code Section 817(h), a segregated asset account upon which a variable annuity contract or variable life insurance policy is based must be “adequately diversified.” A segregated asset account will be adequately diversified if it complies with certain diversification tests set forth in Treasury regulations. If a RIC satisfies certain conditions relating to the ownership of its shares, a segregated asset account investing in such investment company will be entitled to treat its pro rata portion of each asset of the investment company as an asset for purposes of these diversification tests. The Funds intend to meet these ownership conditions and to comply with the diversification tests noted above. Accordingly, a segregated asset account investing solely in shares of a Fund will be adequately diversified if the Funds meet the foregoing requirements.
 
However, the failure of a Fund to meet such conditions and to comply with such tests could cause the owners of variable annuity contracts and variable life insurance policies based on such account to recognize ordinary income each year in the amount of any net appreciation of such contract or policy during the year.
 
Provided that a Fund and a segregated asset account investing in the Fund satisfy the above requirements, any distributions from the Fund to such account will be exempt from current federal income taxation to the extent that such distributions accumulate in a variable annuity contract or variable life insurance policy.
 

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Persons investing in a variable annuity contract or variable life insurance policy offered by a segregated asset account investing in a Fund should refer to the Prospectus with respect to such contract or policy for further tax information.
 
Information set forth in the prospectus and this Statement of Additional Information which relates to federal taxation is only a summary of some of the important federal tax considerations generally affecting purchasers of shares of the Funds. No attempt has been made to present a detailed explanation of the federal income tax treatment of a Fund or its shareholders and this description is not intended as a substitute for federal tax planning. Accordingly, potential purchasers of shares of a Fund are urged to consult their tax advisers with specific reference to their own tax situation, including any application of foreign, state or local tax laws. In addition, the tax discussion in the Prospectus and this Statement of Additional Information is based on tax laws and regulations which are in effect on the date of the Prospectus and this Statement of Additional Information. Such laws and regulations may be changed by legislative or administrative action.
 
The Funds may invest in non-U.S. corporations, which may be treated as “passive foreign investment companies” (“PFICs”) under the Code. This could result in adverse tax consequences upon the disposition of, or the receipt of “excess distributions” with respect to, such equity investments. To the extent that each Fund invests in PFICs, it may adopt certain tax strategies to reduce or eliminate the adverse effects of certain federal tax provisions governing PFIC investments. Many non-U.S. banks and insurance companies may be excluded from PFIC treatment if they satisfy certain technical requirements under the Code. To the extent that each Fund invests in foreign securities which are determined to be PFIC securities and is required to pay a tax on such investments, a credit for this tax would not be allowed to be passed through to such Fund’s shareholders. Therefore, the payment of this tax would reduce such Fund’s economic return from its PFIC investments. Gains from dispositions of PFIC shares and excess distributions received with respect to such shares are treated as ordinary income rather than capital gains.
 

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PERFORMANCE INFORMATION
 
From time to time performance information for the Funds showing their standardized average annual total return, non-standardized return and/or yield may be presented in advertisements, sales literature and shareholder reports. Such performance figures are based on historical earnings and are not intended to indicate future performance. Standardized average annual total return of a Fund will be calculated for the period since the establishment of the Fund and will reflect the imposition of the maximum sales charge, if any. Standardized average annual total return is measured by comparing the value of an investment in a Fund at the beginning of the relevant period to the redemption value of the investment at the end of the period (assuming immediate reinvestment of any dividends or capital gains distributions) and annualizing the result. Yield of a Fund will be computed by dividing a Fund’s net investment income per share earned during a recent one-month period by that Fund’s per share maximum offering price (reduced by any undeclared earned income expected to be paid shortly as a dividend) on the last day of the period and annualizing the result.
 
In addition, from time to time the Funds may present their respective distribution rates in shareholder reports and in supplemental sales literature which is accompanied or preceded by a Prospectus and in shareholder reports. Distribution rates will be computed by dividing the distribution per share over a twelve-month period by the maximum offering price per share. The calculation of income in the distribution rate includes both income and capital gains dividends and does not reflect unrealized gains or losses, although a Fund may also present a distribution rate excluding the effect of capital gains. The distribution rate differs from the yield, because it includes capital gains which are often non-recurring in nature, whereas yield does not include such items. Distribution rates may also be presented excluding the effect of a sales charge, if any.
 
Total return, whether standardized or non-standardized, and yield are functions of the type and quality of instruments held in the portfolio, levels of operation expenses and changes in market conditions. Consequently, total return and yield will fluctuate and are not necessarily representative of future results. Any fees charged by Allianz Life Insurance Co. of North America or any of its affiliates with respect to customer accounts for investing in shares of the Funds will not be included in performance calculations. Such fees, if charged, will reduce the actual performance from that quoted. In addition, if the Manager or the Distributor voluntarily reduce all or a part of their respective fees, as further discussed in the Prospectus, the total return of such Fund will be higher than it would otherwise be in the absence of such voluntary fee reductions.
 
Yields and total returns quoted for the Funds include the effect of deducting the Funds’ expenses, but may not include charges and expenses attributable to a particular variable annuity contract or variable life insurance policy. Since shares of the Funds may be purchased only through a variable annuity contract or variable life insurance policy, you should carefully review the prospectus of the variable annuity contract or variable life insurance policy you have chosen for information on relevant charges and expenses. Including these charges in the quotations of the Funds’ yield and total return would have the effect of decreasing performance. Performance information for the Funds must always be accompanied by, and reviewed with, performance information for the insurance product which invests in the Funds.
 
 
YIELDS OF THE NON-MONEY MARKET FUNDS
 
Yields of each of the Non-Money Market Funds will be computed by analyzing net investment income per share for a recent thirty-day period and dividing that amount by a Fund share’s maximum offering price (reduced by any undeclared earned income expected to be paid shortly as a dividend) on the last trading day of that period. Net investment income will reflect amortization of any market value premium or discount of fixed income securities (except for obligations backed by mortgages or other assets) and may include recognition of a pro rata portion of the stated dividend rate of dividend paying portfolio securities. The yield of each of the Non-Money Market Funds will vary from time to time depending upon market conditions, the composition of a Fund’s portfolio and operating expenses of the Trust allocated to each Fund. These factors and possible differences in the methods used in calculating yield should be considered when comparing a Fund’s yield to yields published for other investment companies and other investment vehicles. Yield should also be considered relative to changes in the value of the Fund’s shares and to the relative risks associated with the investment objectives and policies of each of the Funds.
 
 
CALCULATION OF TOTAL RETURN
 
Standardized average annual total return is a measure of the change in value of the investment in a Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in the Fund immediately rather than paid to the investor in cash. Standardized average annual total return will be calculated by: (1) adding to the total number of shares purchased by a hypothetical $1,000 investment in the Fund and all additional shares which would have been purchased if all dividends and distributions paid or distributed during the period had immediately been reinvested, (2) calculating the value of the hypothetical initial investment of $1,000 as of the end of the period by multiplying the total
 

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number of shares owned at the end of the period by the net asset value per share on the last trading day of the period, (3) assuming redemption at the end of the period, and (4) dividing this account value for the hypothetical investor by the initial $1,000 investment and annualizing the result for periods of less than one year.
 
 
MISCELLANEOUS
 
Individual Trustees are elected by the shareholders and, subject to removal by a vote of two-thirds of the Board of Trustees, serve until their successors are elected and qualified. Meetings of shareholders are not required to be held at any specific intervals. Individual Trustees may be removed by vote of the shareholders voting not less than two-thirds of the shares then outstanding.
 
The Trust is registered with the SEC as a management investment company. Such registration does not involve supervision of the management policies of the Trust.
 
The Prospectus and this Statement of Additional Information omit certain of the information contained in the Registration Statement filed with the SEC. Copies of such information may be obtained from the SEC by payment of the prescribed duplicating fee.
 
Holders of variable annuity contracts or variable life insurance policies issued by Participating Insurance Companies for which shares of the Funds are the investment vehicle will receive from the Participating Insurance Companies the Trust’s unaudited semi-annual financial statements and year-end financial statements audited by the Trust’s independent registered public accounting firm. Each report will show the investments owned by the Funds and the market values of the investments and will provide other information about the Funds and their operations.
 
The Trust currently does not foresee any disadvantages to the holders of variable annuity contracts and variable life insurance policies of affiliated and unaffiliated Participating Insurance Companies arising from the fact that the interests of the holders of variable annuity contracts and variable life insurance policies may differ due to differences of tax treatment or other considerations or due to conflict between the affiliated or unaffiliated Participating Insurance Companies. Nevertheless, the Trustees intend to monitor events in order to identify any material irreconcilable conflicts which may possibly arise and to determine what action, if any, should be taken in response to such conflicts. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by the Participating Insurance Companies. The Trust assumes no responsibility for such prospectuses.
 
The portfolio managers of the Funds and other investment professionals may from time to time discuss in advertising, sales literature or other material, including periodic publications, various topics of interest to shareholders and prospective investors. The topics may include, but are not limited to, the advantages and disadvantages of investing in tax-deferred and taxable investments; Fund performance and how such performance may compare to various market indices; shareholder profiles and hypothetical investor scenarios; the economy; the financial and capital markets; investment strategies and techniques; investment products and tax, retirement and investment planning.
 
The Prospectus and this Statement of Additional Information are not an offering of the securities herein described in any state in which such offering may not lawfully be made. No salesman, dealer or other person is authorized to give any information or make any representation other than those contained in the Prospectus and this Statement of Additional Information.
 
 
FINANCIAL STATEMENTS
 
The Funds are newly formed and has no audited financials. The first audited financial statements will be for the period ending December 31, 2015, and will be included in the annual report to shareholders for such period. When available, a copy of the Annual Report and the Funds’ latest Semi-Annual Report may be obtained without charge on the internet by accessing the Allianz Life website at https://www.allianzlife.com or upon written request from Allianz VIP Funds at 3435 Stelzer Road, Columbus, Ohio 43219, or by calling toll free 1-800-624-0197.
 
 
PROXY VOTING POLICIES AND PROCEDURES
 
The proxy voting policies and procedures of the Trust, Allianz Investment Management LLC, and all of the Subadvisers are located in Appendix B to this Statement of Additional Information.
 
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available without charge, upon request, by accessing the Fund’s website at https://www.allianzlife.com or by accessing the SEC’s EDGAR database via the Internet at www.sec.gov.
 

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APPENDIX A
 

 
COMMERCIAL PAPER RATINGS
 
A Standard & Poor’s (“S&P”) commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. The following summarizes the rating categories used by Standard and Poor’s for commercial paper:
 
“A-1” – Obligations are rated in the highest category indicating that the obligor’s capacity to meet its financial commitment is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
 
“A-2” – Obligations are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations rated “A-1”. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
 
“A-3” – Obligations exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
 
“B” – Obligations are regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
 
“C” – Obligations are currently vulnerable to nonpayment and are dependent on favorable business, financial, and economic conditions for the obligor to meet its financial obligation.
 
“D” – Obligations are in payment default. The “D” rating category is used when payments on an obligation are not made on the date due, even if the applicable grace period has not expired, unless S&P believes such payments will be made during such grace period. The “D” rating will also be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
 
Moody’s commercial paper ratings are opinions of the ability of issuers to repay punctually debt obligations not having an original maturity in excess of one year, unless explicitly noted. The following summarizes the rating categories used by Moody’s for commercial paper:
 
“Prime-1” – Issuers (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.
 
“Prime-2” – Issuers (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
 
“Prime-3” – Issuers (or supporting institutions) have an acceptable ability for repayment of senior short-term debt obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
 
“Not Prime” – Issuers do not fall within any of the rating categories.
 
The three rating categories of Duff & Phelps for investment grade commercial paper and short-term debt are “D-1,” “D-2” and “D-3.” Duff & Phelps employs three designations, “D-1+,” “D-1” and “D-1-,” within the highest rating category. The following summarizes the rating categories used by Duff & Phelps for commercial paper:
 
“D-1+” – Debt possesses the highest certainty of timely payment. Short-term liquidity, including internal operating factors and/or access to alternative sources of funds, is outstanding, and safety is just below risk-free U.S. Treasury short-term obligations.
 

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“D-1” – Debt possesses very high certainty of timely payment. Liquidity factors are excellent and supported by good fundamental protection factors. Risk factors are minor.
 
“D-1” – Debt possesses high certainty of timely payment. Liquidity factors are strong and supported by good fundamental protection factors. Risk factors are very small.
 
“D-2” – Debt possesses good certainty of timely payment. Liquidity factors and company fundamentals are sound. Although ongoing funding needs may enlarge total financing requirements, access to capital markets is good. Risk factors are small.
 
“D-3” – Debt possesses satisfactory liquidity and other protection factors qualify issues as investment grade. Risk factors are larger and subject to more variation. Nevertheless, timely payment is expected.
 
“D-4” – Debt possesses speculative investment characteristics. Liquidity is not sufficient to ensure against disruption in debt service. Operating factors and market access may be subject to a high degree of variation.
 
“D-5” – Issuer has failed to meet scheduled principal and/or interest payments.
 
Fitch IBCA short-term ratings apply to debt obligations that have time horizons of less than 12 months for most obligations, or up to three years for U.S. public finance securities. The following summarizes the rating categories used by Fitch IBCA for short-term obligations:
 
“F1” – Securities possess the highest credit quality. This designation indicates the strongest capacity for timely payment of financial commitments and may have an added “+” to denote any exceptionally strong credit feature.
 
“F2” – Securities possess good credit quality. This designation indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of securities rated “F1.”
 
“F3” – Securities possess fair credit quality. This designation indicates that the capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.
 
“B” – Securities possess speculative credit quality. This designation indicates minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
 
“C” – Securities possess high default risk. This designation indicates that the capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
 
“D” – Securities are in actual or imminent payment default.
 
Thomson BankWatch short-term ratings assess the likelihood of an untimely payment of principal and interest of debt instruments with original maturities of one year or less. The following summarizes the ratings used by Thomson BankWatch:
 
“TBW-1” – This designation represents Thomson BankWatch’s highest category and indicates a very high likelihood that principal and interest will be paid on a timely basis.
 
“TBW-2” – This designation represents Thomson BankWatch’s second-highest category and indicates that while the degree of safety regarding timely repayment of principal and interest is strong, the relative degree of safety is not as high as for issues rated “TBW-1.”
 
“TBW-3” – This designation represents Thomson BankWatch’s lowest investment-grade category and indicates that while the obligation is more susceptible to adverse developments (both internal and external) than those with higher ratings, the capacity to service principal and interest in a timely fashion is considered adequate.
 
“TBW-4” – This designation represents Thomson BankWatch’s lowest rating category and indicates that the obligation is regarded as non-investment grade and therefore speculative.
 
 
CORPORATE AND LONG-TERM DEBT RATINGS
 
The following summarizes the ratings used by Standard & Poor’s for corporate and municipal debt:
 
“AAA” – An obligation rated “AAA” has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
 
“AA” –An obligation rated “AA” differs from the highest rated obligations only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
 

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“A” – An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
 
“BBB” – An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
 
“BB,” “B,” “CCC,” “CC” and “C” – Debt is regarded as having significant speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
 
“BB” – Debt is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
 
“B” – Debt is more vulnerable to non-payment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
 
“CCC” – Debt is currently vulnerable to non-payment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
 
“CC” – An obligation rated “CC” is currently highly vulnerable to non-payment.
 
“C” – The “C” rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued.
 
“D” – An obligation rated “D” is in payment default. This rating is used when payments on an obligation are not made on the date due, even if the applicable grace period has not expired, unless S & P believes that such payments will be made during such grace period. “D” rating is also used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS (-)– The ratings from “AA” through “CCC” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
 
“r” – This rating is attached to highlight derivative, hybrid, and certain other obligations that S & P believes may experience high volatility or high variability in expected returns due to non-credit risks. Examples of such obligations are: securities whose principal or interest return is indexed to equities, commodities, or currencies; certain swaps and options; and interest-only and principal-only mortgage securities. The absence of an “r” symbol should not be taken as an indication that an obligation will exhibit no volatility or variability in total return.
 
The following summarizes the ratings used by Moody’s for corporate and municipal long-term debt:
 
“Aaa” – Bonds are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
 
“Aa” – Bonds are judged to be of high quality by all standards. Together with the “Aaa” group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities.
 
“A” – Bonds possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.
 
“Baa” – Bonds are considered as medium-grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
 

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“Ba,” “B,” “Caa,” “Ca” and “C” – Bonds that possess one of these ratings provide questionable protection of interest and principal (“Ba” indicates speculative elements; “B” indicates a general lack of characteristics of desirable investment; “Caa” are of poor standing; “Ca” represents obligations which are speculative in a high degree; and “C” represents the lowest rated class of bonds). “Caa,” “Ca” and “C” bonds may be in default.
 
Con. (-) – Bonds for which the security depends upon the completion of some act or the fulfillment of some condition are rated conditionally. These are bonds secured by (a) earnings of projects under construction, (b) earnings of projects unseasoned in operation experience, (c) rentals which begin when facilities are completed, or (d) payments to which some other limiting condition attaches. Parenthetical rating denotes probable credit stature upon completion of construction or elimination of basis of condition.
 
Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody’s believes possess the strongest investment attributes are designated by the symbols, Aa1, A1, Baa1, Ba1 and B1.
 
The following summarizes the long-term debt ratings used by Duff & Phelps for corporate and municipal long-term debt:
 
“AAA” – Debt is considered to be of the highest credit quality. The risk factors are negligible, being only slightly more than for risk-free U.S. Treasury debt.
 
“AA” – Debt is considered of high credit quality. Protection factors are strong. Risk is modest but may vary slightly from time to time because of economic conditions.
 
“A” – Debt possesses protection factors which are average but adequate. However, risk factors are more variable and greater in periods of economic stress.
 
“BBB” – Debt possesses below-average protection factors but such protection factors are still considered sufficient for prudent investment. Considerable variability in risk is present during economic cycles.
 
“BB,” “B,” “CCC,” “DD” and “DP” – Debt that possesses one of these ratings is considered to be below investment grade. Although below investment grade, debt rated “BB” is deemed likely to meet obligations when due. Debt rated “B” possesses the risk that obligations will not be met when due. Debt rated “CCC” is well below investment grade and has considerable uncertainty as to timely payment of principal, interest or preferred dividends. Debt rated “DD” is a defaulted debt obligation, and the rating “DP” represents preferred stock with dividend arrearages.
 
To provide more detailed indications of credit quality, the “AA,” “A,” “BBB,” “BB” and “B” ratings may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within these major categories.
 
The following summarizes the ratings used by Fitch IBCA for corporate and municipal bonds:
 
“AAA” – Bonds considered to be investment grade and of the highest credit quality. These ratings denote the lowest expectation of investment risk and are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is very unlikely to be adversely affected by foreseeable events.
 
“AA” – Bonds considered to be investment grade and of very high credit quality. These ratings denote a very low expectation of investment risk and indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
 
“A” – Bonds considered to be investment grade and of high credit quality. These ratings denote a low expectation of investment risk and indicate strong capacity for timely payment of financial commitments. This capacity may, nevertheless, be more vulnerable to adverse changes in circumstances or in economic conditions than bonds with higher ratings.
 
“BBB” – Bonds considered to be investment grade and of good credit quality. These ratings denote that there is currently a low expectation of investment risk. The capacity for timely payment of financial commitments is adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this category.
 
“BB” – Bonds considered to be speculative. These ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic changes over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
 
“B” – Bonds are considered highly speculative. These ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
 

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“CCC,” “CC” and “C” – Bonds have high default risk. Capacity for meeting financial commitments is reliant upon sustained, favorable business or economic developments. “CC” ratings indicate that default of some kind appears probable, and “C” ratings signal imminent default.
 
“DDD,” “DD” and “D” – Bonds are in default. Securities are not meeting obligations and are extremely speculative. “DDD” designates the highest potential for recovery on these securities, and “D” represents the lowest potential for recovery.
 
To provide more detailed indications of credit quality, the Fitch IBCA ratings from and including “AA” to “B” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within these major rating categories.
 
Thomson BankWatch assesses the likelihood of an untimely repayment of principal or interest over the term to maturity of long term debt and preferred stock which are issued by United States commercial banks, thrifts and non-bank banks; non-United States banks; and broker-dealers. The following summarizes the rating categories used by Thomson BankWatch for long-term debt ratings:
 
“AAA” – This designation represents the highest category assigned by Thomson BankWatch to long-term debt and indicates that the ability to repay principal and interest on a timely basis is extremely high.
 
“AA” – This designation indicates a very strong ability to repay principal and interest on a timely basis with limited incremental risk compared to issues rated in the highest category.
 
“A” –This designation indicates that the ability to repay principal and interest is strong. Issues rated “A” could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings.
 
“BBB” – This designation represents Thomson BankWatch’s lowest investment-grade category and indicates an acceptable capacity to repay principal and interest. Issues rated “BBB” are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings.
 
“BB,” “B,” “CCC” and “CC” – These designations are assigned by Thomson BankWatch to non-investment grade long-term debt. Such issues are regarded as having speculative characteristics regarding the likelihood of timely payment of principal and interest. “BB” indicates the lowest degree of speculation and “CC” the highest degree of speculation.
 
“D” – This designation indicates that the long-term debt is in default.
 
PLUS (+) OR MINUS (-) – The ratings from “AAA” through “CC” may include a plus or minus sign designation which indicates where within the respective category the issue is placed.
 

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APPENDIX B – PROXY VOTING POLICIES
 

 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 
Proxy Voting Policy and Procedures
 
(effective December 1, 2010)
 
I.         Policy
 
A.  Basis for Proxy Voting. The Allianz Variable Insurance Products Trust (the “VIP Trust”) and the Allianz Variable Insurance Products Fund of Funds Trust (the “FOF Trust,” and together with the VIP Trust, the “Trusts”) seek to vote proxies received with respect to the securities held by one or more of their outstanding series (each, a “Fund”) in a manner that is most likely to maximize the monetary value of the holdings of the relevant Fund and to maximize the likelihood of a favorable investment return.
 
B.  Delegation of Proxy Voting. The Board of Trustees (the “Board”) of the Trusts recognizes that the right to vote a proxy with respect to the securities that each Fund holds is an asset of that Fund and that the oversight of the effective management of this asset is a part of the Board’s oversight responsibility and the obligations of the Trusts’ officers. The Board further recognizes that the voting of proxies is an integral part of the services provided by Allianz Investment Management LLC (“AZIM”) and by those investment advisers retained by AZIM to provide day-to-day investment management services to the Funds of the VIP Trust (each, a “Subadviser”). Accordingly, the Board hereby delegates to AZIM or to each Subadviser of a Fund of the VIP Trust, as the case may be, the responsibility for voting proxies on securities held by any Fund, the purchase and holding of which is a result of one or more investment decisions made by AZIM or such Subadviser, subject to the continuing oversight of the Board(1). In the remainder of this document, AZIM and the Subadvisers may, as appropriate, be referred to individually as a “Manager” or collectively as the “Managers.”
 
(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.
 
C.  Monitoring of Proxy Voting by Subadvisers. The Board further delegates to AZIM, as an integral part of those services provided by AZIM to the VIP Trust pursuant to its agreement with the VIP Trust dated April 27, 2001, the responsibility for receiving appropriate representations that each Subadviser votes proxies received with respect to Fund securities in a manner that is consistent with such Subadviser’s fiduciary obligation to the VIP Trust and the proxy voting policies, procedures, and guidelines (“Proxy Voting Policies”) adopted by such Subadviser.
 
II.             Procedures
 
A.  Subadviser Voting Procedures; Board Oversight. The officers of the VIP Trust (or other designated agents of the VIP Trust) shall obtain from each Subadviser the Proxy Voting Policies adopted by such Subadviser. Generally, such Proxy Voting Policies shall be presented to the Board not later than the Board meeting at which the subadvisory agreement dealing with the services to be provided by the Subadviser is submitted for the Board’s review and approval. The proxy voting policies and procedures of the Managers are incorporated by reference herein. Proxy Voting Policies or a summary thereof shall be presented to the Board thereafter at least annually for its review and approval, and the officers of the VIP Trust shall use reasonable efforts to ensure that the Board is notified promptly of any material changes in the Proxy Voting Policies of each Subadviser.
 
B.  Specific Matters.
 
1.  Conflict of Interest. The Trusts recognize that there may be instances in which a Manager (or affiliated persons of a Manager) has a financial interest in a matter presented by a proxy. In reviewing the adequacy of Proxy Voting Procedures provided to the Trusts by Managers, the Trusts’ officers will evaluate the extent to which conflicts of interest have been addressed; including the extent to which the existence of pre-determined voting policies have been established such that the Manager has limited discretion in making a proxy voting decision in the event of a conflict of interest, or existence of other specific decision-making mechanisms to ensure that any decision with respect to a proposal representing a conflict between the interests of the Manager and the Trust would be effectively insulated from the conflict and the basis for such decision fully documented. In limited circumstances, a Manager may be unable to make a decision with regard to a particular proxy vote in accordance with its proxy voting policies and procedures, due to the existence of a conflict. In these circumstances, and where the Manager advises the Trust of such a conflict and its inability to vote, the Trust may direct the Manager how to vote. In
 

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directing a Manager how to vote, the Trust may rely on one or more of the following considerations: the advice of counsel, or an independent third party; any voting decisions being made by other Managers to the Trust on the same proxy voting decision, where a conflict does not exist; the policies and procedures of the Manager that is unable to vote due to the conflict; or any other consideration affecting the Trust.
 
2.  Differences Among Proxy Voting Policies. The Trusts recognize that there may be instances where the responsibility for voting proxies with respect to a single security is vested in two or more Managers (such as, when more than one Fund, or two or more subportfolios of the same Fund that are managed by different Managers, hold voting securities of a single issuer). Under these circumstances, there is the possibility that the application of relevant Proxy Voting Policies will result in proxies being voted inconsistently. It is the position of the Trusts that such circumstance will not be deemed to suggest improper action on the part of any Manager.
 
3.  Proxy Voting for Loaned Securities. Portfolio securities of the Funds may, from time to time, be on loan through a securities lending program or securities lending arrangement with a third party (“Loaned Securities”). Voting rights that accompany Loaned Securities generally pass to the borrower of the securities. The Trusts will not attempt, or require Managers to attempt, to seek recalls of Loaned Securities solely for the purpose of voting routine proxies since such a practice could impact the returns received from a Fund’s securities lending activity and make the Fund a less desirable lender. However, when a Trust or the relevant Manager has knowledge that a proxy involves a “Material Event” (defined below) affecting Loaned Securities, the Trusts shall use or require the Managers to use reasonable efforts to recall the Loaned Security. For purposes of this provision, the term “Material Event” means a merger, acquisition, spin-off, or other similar corporate action. The Trusts’ Valuation and Investment Policy Committee (the “VIP Committee”) will review from time to time what constitutes a Material Event and shall adjust the standard as deemed necessary. The VIP Committee shall communicate its standard for what constitutes a Material Event, and any subsequent changes thereto, to the Funds’ Managers and to the Board. The Trusts, the Manager and/or the VIP Committee, as applicable, may utilize third-party service providers from time to time to assist in identifying and evaluating whether an event constitutes a Material Event, or may adopt standards found in the proxy voting policies of one or more Managers.
 
The Trusts recognize that the ability to timely recall shares for proxy voting purposes is not within the sole control of the Managers and requires the cooperation of the Trusts and other service providers. Under certain circumstances, the recall of shares in time to be voted may not be possible due to applicable proxy voting record dates, the timing of receipt of information and administrative considerations. Accordingly, efforts to recall loaned securities are not always effective and there can be no guarantee that any such securities can be retrieved in a timely manner for purposes of voting securities.
 
4.  Cost-Benefit Analysis Involving Voting Proxies. The Trusts recognize that there may be circumstances in which refraining from voting a proxy may be in a Fund’s best interest, such as when the Manager determines that the cost of voting a proxy exceeds any expected benefit to the Fund. For example, a Manager may refrain from voting a proxy on behalf of a Fund due to de-minimis holdings, immaterial impact on the portfolio, items relating to foreign issues (such as those described below) and timing issues related to the opening/closing of accounts. A Manager may refrain from voting a proxy of a foreign issue due to logistical considerations that may have a detrimental effect on the Manager’s ability to vote the proxy. These issues may include, but are not limited to:  (i) proxy statements and ballots being written in a foreign language; (ii) untimely notice of a shareholder meeting; (iii) requirements to vote proxies in person; (iv) restrictions on a foreigner’s ability to exercise votes; (v) restrictions on the sale of securities for a period of time in proximity to the shareholder meeting; or (vi) requirements to provide local agents with power of attorney to facilitate the voting instructions. Managers are expected, however, to vote all such proxies on a best-efforts basis.
 
5.  Proxy Voting for Affiliated Underlying Funds. Certain Funds of the Trusts may invest in shares of other investment companies (“Underlying Funds”) which may be advised by the Fund’s Manager or its affiliates. In particular, the Funds of the FOF Trust, each of which is advised by AZIM, are expected to invest primarily in the shares of Underlying Funds which are advised by AZIM or its affiliates. It is the policy of the Trusts that any proxy solicited by such an affiliated Underlying Fund shall be voted by the Trusts in the same ratio as shares are voted by the investors of such Underlying Fund who are not affiliated with the Manager or the Trusts. In the event that the affiliated Underlying Fund has no investors who are not affiliated with the Manager or the Trusts, any proxy solicited by such an affiliated Underlying Fund shall be voted by the Trusts in accordance with the recommendation of the Underlying Fund’s board.
 

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C.  Voting Record Reporting.
 
1.  Maintenance of Manager Voting Records. No less than annually, the Trusts shall obtain from each Manager a record of each proxy voted with respect to portfolio securities of each Fund of the Trusts managed, in whole or in part, by that Manager during the year. This record may be provided directly by the Manager or accessed via an appropriate electronic means in the manner contemplated under relevant regulations promulgated by the Securities and Exchange Commission.
 
2.  Annual Filing on Form N-PX. Each of the Trusts shall file an annual report of each proxy voted with respect to securities of the Trust’s Funds during the 12-month period ended June 30 on Form N-PX not later than August 31 of each year.
 
III.             Revocation
 
The delegation of the authority to vote proxies relating to portfolio securities of any Fund is entirely voluntary and may be revoked by either or both of the Trusts, acting by resolution of the Board, in whole or in part, at any time.
 
IV.             Disclosures
 
A.  Each of the Trusts shall include in its registration statement:
 
1.  A description of this policy and of the Proxy Voting Procedures, or summaries thereof, of each Manager; and
 
2.  A statement disclosing that information regarding how the Trust voted proxies relating to Fund securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Trust’s toll-free telephone number; or through a specified Internet address; or both; and on the SEC website.
 
B.  Each of the Trusts shall include in its Annual and Semi-Annual Reports to shareholders:
 
1.  A statement disclosing that a description of the policies and procedures used by or on behalf of the Trust to determine how to vote proxies relating to securities of the Trust’s Funds is available without charge, upon request, by calling the Trust’s toll-free telephone number; or through a specified Internet address; and on the SEC website.
 
2.  A statement disclosing that information regarding how the Trust voted proxies relating to Fund securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Trust’s toll-free telephone number; or through a specified Internet address; or both; and on the SEC website.
 

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ALLIANZ INVESTMENT MANAGEMENT LLC
 
Proxy Voting Policy and Procedures
 
(revised December 1, 2010)
 
The following are general proxy voting policies and procedures (“Policies and Procedures”) adopted by Allianz Investment Management LLC (“AZIM”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”)(1). AZIM serves as the investment adviser to various clients, including investment companies registered under the Investment Company Act of 1940, as amended (“1940 Act”)(2). These Policies and Procedures are adopted to ensure compliance with Rule 206(4)-6 under the Advisers Act, other applicable fiduciary obligations of AZIM and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and interpretations of its staff.
 
(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.
 
AZIM will implement these Policies and Procedures for each of its clients as required under applicable law, unless expressly directed by a client in writing to refrain from voting that client’s proxies. AZIM’s authority to vote proxies on behalf of its clients is established by its advisory contracts, comparable documents or by an overall delegation of discretionary authority over its client’s assets. These Policies and Procedures also apply to any voting rights and/or consent rights of AZIM, on behalf of its clients, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures(3).
 
(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.
 
Set forth below are AZIM’s Policies and Procedures with respect to any voting or consent rights of advisory clients over which AZIM has discretionary voting authority. These Policies and Procedures may be revised from time to time.
 
General Statements of Policy
 
These Policies and Procedures are designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of AZIM’s clients. Each proxy is voted on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances.
 
AZIM may abstain from voting a client proxy under the following circumstances: (1) when the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant; or (2) when the cost of voting the proxies outweighs the benefits.
 
Conflicts of Interest
 
AZIM seeks to resolve any material conflicts of interest by voting in good faith in the best interest of its clients. If a material conflict of interest should arise, AZIM will seek to resolve such conflict in the client’s best interest by pursuing any one of the following courses of action:
 
1.     convening an ad-hoc committee to assess and resolve the conflict(4);
 
(4)
Any committee must be comprised of personnel who have no direct interest in the outcome of the potential conflict.
 
2.     voting in accordance with the policies of the client or with the instructions or consent of the client after providing notice of and disclosing the conflict to that client;
 
3.     voting the proxy in accordance with the recommendation of an independent third-party service provider;
 
4.     suggesting that the client engage another party to determine how the proxies should be voted;
 
5.     delegating the vote to an independent third-party service provider; or
 
6.         voting in accordance with the factors discussed in these Policies and Procedures.
 
AZIM will document the process of resolving any identified material conflict of interest.
 

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Reporting Requirements and the Availability of Proxy Voting Records
 
Except to the extent required by applicable law or otherwise approved by AZIM, AZIM will not disclose to third parties how it voted a proxy on behalf of a client. However, upon request from an appropriately authorized individual, AZIM will disclose to its clients or the entity delegating the voting authority to AZIM for such clients (for example, trustees or consultants retained by the client), how AZIM voted such client’s proxy. In addition, AZIM provides its clients with a copy of these Policies and Procedures or a concise summary of these Policies and Procedures: (i) in Part II of Form ADV; (ii) together with a periodic account statement in a separate mailing; or (iii) any other means as determined by AZIM. The summary will state that these Policies and Procedures are available upon request and will inform clients that information about how AZIM voted that client’s proxies is available upon request.
 
Record Keeping
 
AZIM or its agent maintains proxy voting records as required by Rule 204-2(c) of the Advisers Act. These records include: (1) a copy of all proxy voting policies and procedures; (2) proxy statements (or other disclosures accompanying requests for client consent) received regarding client securities (which may be satisfied by relying on obtaining a copy of a proxy statement from the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or a third party provided that the third party undertakes to provide a copy promptly upon request); (3) a record of each vote cast by AZIM on behalf of a client; (4) a copy of any document created by AZIM that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (5) a copy of each written client request for proxy voting records and any written response from AZIM to any (written or oral) client request for such records. Additionally, AZIM or its agent maintains any documentation related to an identified material conflict of interest.
 
Proxy voting books and records are maintained by AZIM or its agent in an easily accessible place for a period of five years from the end of the fiscal year during which the last entry was made on such record, the first two years in the offices of AZIM or its agent.
 
Review and Oversight
 
AZIM’s proxy voting procedures are described below. AZIM’s compliance group will provide for the supervision and periodic review, no less than on an annual basis, of its proxy voting activities and the implementation of these Policies and Procedures.
 
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.
 

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Certain personnel performing duties for AZIM also are employed by and perform duties for Allianz Life Insurance Company of North America (“AZL”), which owns AZIM. In certain circumstances, AZIM personnel involved in the process of voting proxies on behalf of AZIM’s client may also be involved in the process of voting the same proxies on behalf of AZL or other Affiliates. Any such circumstances should be reported to AZIM’s compliance group, which will be responsible to ensure that the interests of AZIM’s clients are protected and that any conflicts of interest are identified and resolved.
 
Categories of Proxy Voting Issues
 
In general, AZIM reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. AZIM considers each proposal on a case-by-case basis, taking into consideration various factors and all relevant facts and circumstances at the time of the vote. AZIM may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or shareholders, because AZIM believes the recommendations by the issuer generally are in shareholders’ best interests, and therefore in the best economic interest of AZIM’s clients. The following is a non-exhaustive list of issues that may be included in proxy materials submitted to clients of AZIM, and a non-exhaustive list of factors that AZIM may consider in determining how to vote the client’s proxies.
 
Board of Directors
 
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.
 
Proxy Contests and Proxy Contest Defenses
 
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
 

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total cost of solicitation; (iii) total expenditures to date; (iv) fees to be paid to proxy solicitation firms; and (v) when applicable, terms of a proxy contest settlement.
 
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.
 
Tender Offer Defenses
 
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.
 
Capital Structure
 
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.
 
Executive and Director Compensation
 
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
 

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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.
 
State of Incorporation
 
State Takeover Statutes. AZIM may consider the following factors when voting on proposals to opt out of a state takeover statute: (i) the power the statute vests with the issuer’s board; (ii) the potential of the statute to stifle bids; and (iii) the potential for the statute to empower the board to negotiate a better deal for shareholders.
 
Mergers and Restructurings
 
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.
 
Investment Company Proxies
 
Except as otherwise provided in the following paragraph, for a client that is invested in an investment company, AZIM votes each proxy of the investment company on a case-by-case basis and takes all reasonable steps to ensure that proxies are voted consistent with all applicable investment policies of the client and in accordance with any resolutions or other instructions approved by authorized persons of the client.
 
For a client that is invested in an investment company that is advised by AZIM or its affiliates, if there is a conflict of interest that may be presented when voting for the client (for example, a proposal to approve a contract between AZIM and the investment company), AZIM will resolve the conflict by doing any one of the following: (i) voting in accordance with the written policies of the client or with the instructions or consent of the client after providing notice of and disclosing the conflict to that client; (ii) voting the proxy in accordance with the recommendation of an independent third-party service provider; or (iii) delegating the vote to an independent third-party service provider.
 
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.
 

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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.
 
Distressed and Defaulted Securities
 
1.
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.
 
2.
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.
 
Miscellaneous Provisions
 
1.
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.
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.
 
3.
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.
 
4.
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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Dimensional
 
Proxy Voting Policies and Procedures
 
Introduction
 
Dimensional Fund Advisors LP (“Dimensional”) is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940 (the “Advisers Act”).  Dimensional controls Dimensional Fund Advisors Ltd. (“DFAL”), DFA Australia Limited (“DFAA”), Dimensional Fund Advisors Pte. Ltd. (“DFAP”) and Dimensional Japan Ltd. (“DFAJ”) (Dimensional, DFAL, DFAA, DFAP and DFAJ are collectively referred to as the “Advisors”).  DFAL and DFAA are also investment advisors registered under the Advisers Act.
 
The Advisors provide investment advisory or subadvisory services to various types of clients, including registered funds, unregistered commingled funds, defined benefit plans, defined contribution plans, private and public pension funds, foundations, endowment funds and other types of investors.  These clients frequently give the Advisors the authority and discretion to vote proxy statements relating to the underlying securities that are held on behalf of such clients.  Also, a client may, at times, ask an Advisor to provide voting advice on certain proxies without delegating full voting discretion to the Advisor.  Depending on the client, the Advisors' duties may include making decisions regarding whether and how to vote proxies as part of an investment manager’s fiduciary duty under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
The following Proxy Voting Policies and Procedures (the “Policy”) address the Advisors’ objectives for voting proxies received by the Advisors on behalf of client accounts to the extent that relationships with such clients are subject to the Advisers Act or ERISA or clients that are registered investment companies under the Investment Company Act of 1940 (the “40 Act”), including The DFA Investment Trust Company, DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund (together, the “Dimensional Investment Companies”).  The Advisors believe that this Policy is reasonably designed to meet their goal of ensuring that the Advisors endeavor to vote (or refrain from voting) proxies in a manner consistent with the best interests of their clients, as understood by the Advisors at the time of the vote.
 
Contact the Advisors for a copy of the full Proxy Voting Guidelines (the “Guidelines”).  The Guidelines are largely based on those developed by Institutional Shareholder Services, Inc. (“ISS”), an independent third party. The Investment Committee of Dimensional has determined that, in general, voting proxies pursuant to the Guidelines should be in the best interests of clients.  Therefore, an Advisor will usually instruct voting of proxies in accordance with the Guidelines. The Guidelines provide a framework for analysis and decision making, but do not address all potential issues. In order to be able to address all the relevant facts and circumstances related to a proxy vote, the Advisors reserve the right to instruct votes counter to the Guidelines if, after a review of the matter, an Advisor believes that a client’s best interests would be served by such a vote. In such circumstance, the analysis will be documented in writing and periodically presented to the Committee (as hereinafter defined).  To the extent that the Guidelines do not cover potential voting issues, an Advisor will instruct the vote on such issues in a manner that is consistent with the spirit of the Guidelines and that the Advisor believes would be in the best interests of the client.
 
The Advisors may, but will not ordinarily, take social concerns into account in voting proxies with respect to securities held by clients, including those held by socially screened portfolios or accounts.  The Advisors will ordinarily take environmental concerns into account in voting proxies with respect to securities held by certain sustainability screened portfolios or accounts, to the extent permitted by applicable law and guidance.
 
The Advisors have retained ISS to provide information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals and voting recommendations in accordance with the Guidelines, effect votes on behalf of the clients for whom the Advisors have proxy voting responsibility and provide reports concerning the proxies voted (“Proxy Voting Services”).  In addition, the Advisors may obtain Proxy Voting Services from supplemental third-party proxy service providers to provide, among other things, research on proxy proposals and voting recommendations for certain shareholder meetings, as identified in the Guidelines.  Although the Advisors retain third-party service providers for proxy issues, the Advisors remain responsible for proxy voting decisions.  ISS and other third-party proxy service providers are herein referred to as “Proxy Advisory Firms.” In this regard, the Advisors use commercially reasonable efforts to oversee the directed delegation to Proxy Advisory Firms, upon which the Advisors rely to carry out the Proxy Voting Services.  In the event that the Guidelines are not implemented precisely as the Advisors intend because of the actions or omissions of any third-party service providers, custodians or sub-custodians or other agents, or any such persons experience any irregularities (e.g. misvotes or missed votes), then such instances will not necessarily be deemed by the Advisors as a breach of this Policy.
 

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Prior to the selection of any new Proxy Advisory Firms and annually thereafter or more frequently if deemed necessary by Dimensional, the Corporate Governance Committee (as defined below) will consider whether the Proxy Advisory Firm: (i) has the capacity and competency to adequately analyze proxy issues and (ii) can make its recommendations in an impartial manner and in the best interests of the Advisors’ clients.  Such considerations may include some or all of the following: (i) periodic sampling of votes cast by the Proxy Advisory Firm to ensure that the Guidelines adopted by the Advisors are being followed, (ii) onsite visits to the Proxy Advisory Firm office and/or discussions with the Proxy Advisory Firm to determine whether the Proxy Advisory Firm continues to have capacity and competency to carry out its proxy obligations to the Advisors, (iii) a review of the Proxy Advisory Firm’s policies and procedures, with a particular focus on those relating to identifying and addressing conflicts of interest and ensuring that current and accurate information is used in creating recommendations, (iv) requesting the Proxy Advisory Firm to notify the Advisors if there is a change in the Proxy Advisory Firm’s material policies and procedures, particularly with respect to conflicts, or material business practices (e.g. entering or exiting new lines of business), and reviewing any such change, and (v) in case of an error made by the Proxy Advisory Firm, discussing the error with the Proxy Advisory Firm and determining whether appropriate corrective and preventive action is being taken.
 
Procedures for Voting Proxies
 
The Investment Committee at Dimensional is generally responsible for overseeing each Advisor’s proxy voting process.  The Investment Committee has formed a Corporate Governance Committee (the “Corporate Governance Committee” or the “Committee”) composed of certain officers, directors and other personnel of the Advisors and has delegated to its members authority to (i) oversee the voting of proxies and the Proxy Advisory Firms, (ii) make determinations as to how to instruct the vote on certain specific proxies, (iii) verify the on-going compliance with this Policy and (iv) review this Policy from time to time and recommend changes to the Investment Committee.  The Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to these Procedures and may designate other personnel of each Advisor to instruct the vote on proxies on behalf of the Advisors' clients, including all authorized traders of the Advisors (“Authorized Persons”).  The Committee may modify this Policy from time to time to meet the goal of acting in a manner consistent with the best interests of the clients.
 
Generally, the Advisors analyze proxy statements on behalf of their clients and instruct the vote (or refrain from voting) proxies in accordance with this Policy and the Guidelines.  Therefore, an Advisor generally will not instruct votes differently for different clients unless a client has expressly directed the Advisor to vote differently for such client's account.  In the case of separate accounts, where an Advisor has contractually agreed to follow a client’s individualized proxy voting guidelines, the Advisor will instruct such vote on the client’s proxies pursuant to the client’s guidelines.
 
Each Advisor seeks to vote (or refrain from voting) proxies for its clients in a manner that the Advisor determines is in the best interests of its clients and which seeks to maximize the value of the client’s investments.  In some cases, the Advisor may determine that it is in the best interests of clients to refrain from exercising the clients' proxy voting rights.  The Advisor may determine that voting is not in the best interest of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting to the client.  For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes.  It is the Advisors’ belief that the expected value of casting a vote generally will be less than the securities lending income, either because the votes will not have significant economic consequences or because the outcome of the vote would not be affected by the Advisor recalling loaned securities in order to ensure they are voted.  The Advisor does intend to recall securities on loan if, based upon information in the Advisor’s possession, it determines that voting the securities is likely to materially affect the value of a client’s investment and that it is in the client’s best interests to do so.
 
In cases where the Advisor does not receive a solicitation or enough information within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor or its service provider may be unable to vote.
 
Generally, the Advisors do not intend to engage in shareholder activism with respect to a pending vote.  However, if an issuer’s management, shareholders or proxy solicitors contact the Advisors with respect to a pending vote, a member of the Committee may discuss the vote with such party and report to the full Committee.
 
International Proxy Voting
 
While the Advisors utilize the Policy and Guidelines for both their international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies.  For U.S. companies, it is relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically.  In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company’s shareholders.
 

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With respect to non-U.S. companies, however, it is typically both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances may outweigh any anticipated economic benefit of voting.  The major difficulties and costs may include:  (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs.  The Advisors do not intend to vote proxies of non-U.S. companies if they determine that the expected costs of voting outweigh any anticipated economic benefit to the client of voting.(1)  The Advisors intend to make their determination on whether to vote proxies of non-U.S. companies on a client by client basis, and generally seek to implement uniform voting procedures for all proxies of companies in each country.  The Advisors periodically review voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect the Advisors’ decision of whether or not to vote.  In the event an Advisor is made aware of and believes that an issue to be voted is likely to materially affect the economic value of a portfolio, that its vote is reasonably likely to influence the ultimate outcome of the contest, and that the expected benefits to the client of voting the proxies exceed the expected costs, the Advisor will seek to make every reasonable effort to vote such proxies.
 
(1)
As the SEC has stated, “There may even be times when refraining from voting a proxy is in the client’s best interest, such as when the adviser determines that the cost of voting the proxy exceeds the expected benefit to the client…For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person.”  See Proxy Voting by Investment Advisers, Release No. IA-2106 (Jan. 31, 2003).  Additionally, the Department of Labor has stated it “interprets ERISA§ 404(a)(1) to require the responsible plan fiduciary to weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent and solely in the interest of the plan’s participants and beneficiaries.”  See Preamble to Department of Labor Interpretative Bulletin 94-2, 59 FR 38860 (July 29, 1994) 19,971, CCH, 22,485-23 to 22,485-24 (1994).
 
Conflicts of Interest
 
Occasions may arise where an Authorized Person, the Committee, an Advisor, or an affiliated person of the Advisor may have a conflict of interest in connection with the proxy voting process.  A conflict of interest may exist, for example, if an Advisor is actively soliciting investment advisory business from the company soliciting the proxy.  However, proxies that the Advisors receive on behalf of their clients generally will be voted in accordance with the predetermined Guidelines.  Therefore, proxies voted should not be affected by any conflicts of interest.
 
In the limited instances where (i) an Authorized Person is considering voting a proxy contrary to the Guidelines (or in cases for which the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), and (ii) the Authorized Person believes a potential conflict of interest exists, the Authorized Person will disclose the potential conflict to a member of the Committee.  Such disclosure will describe the proposal to be voted upon and disclose any potential conflict of interest including but not limited to any potential personal conflict of interest (e.g., familial relationship with company management) the Authorized Person may have relating to the proxy vote, in which case the Authorized Person will remove himself or herself from the proxy voting process.
 
If the Committee member has actual knowledge of a conflict of interest and recommends a vote contrary to the Guidelines (or in the case where the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), the Committee member will bring the vote to the Committee which will (a) determine how the vote should be cast keeping in mind the principle of preserving shareholder value or (b) determine to abstain from voting, unless abstaining would be materially adverse to the Client’s interest.  To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a Dimensional Investment Company in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the respective Board of Directors/Trustees of the Dimensional Investment Company.
 
Availability of Proxy Voting Information and Recordkeeping
 
Each Advisor will inform its clients on how to obtain information regarding the Advisor's voting of its clients' securities.  The Advisor will provide its clients with a summary of its proxy voting guidelines, process and policies and will inform its clients of how they can obtain a copy of the complete Policy upon request.  If the Advisor is registered under the Advisers Act, the Advisor will include such information described in the preceding two sentences in Part 2A of its Form ADV.  The Advisor will also provide its existing clients with the above information.
 
Recordkeeping
 
The Advisors will also keep records of the following items:  (i) their proxy voting guidelines, policies and procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC's
 

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Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes they cast on behalf of clients, which may be maintained by a third party service provider if the service provider undertakes to provide copies of those records promptly upon request; (iv) records of written client requests for proxy voting information and the Advisors' responses (whether a client's request was oral or in writing); (v) any documents prepared by the Advisors that were material to making a decision how to vote, or that memorialized the basis for the decision; (vi) a record of any testing conducted on any Proxy Advisory Firm’s votes; and (vii) a copy of each version of the Proxy Advisory Firm’s policies and procedures provided to the Advisors.  The Advisors will maintain these records in an easily accessible place for at least six years from the end of the fiscal year during which the last entry was made on such records.  For the first two years, each Advisor will store such records at one of its principal offices.
 
Disclosure
 
Dimensional shall disclose in the statements of additional information of the Dimensional Investment Companies a summary of procedures which Dimensional uses to determine how to vote proxies relating to portfolio securities of the Dimensional Investment Companies.  The disclosure will include a description of the procedures used when a vote presents a conflict of interest between shareholders and Dimensional, DFA Securities LLC ("DFAS”) or an affiliate of Dimensional or DFAS.
 
The semi-annual reports of the Dimensional Investment Companies shall indicate that the procedures are available:  (i) by calling Dimensional collect; or (ii) on the SEC’s website.  If a request for the procedures is received, the requested description must be sent within three business days by a prompt method of delivery.
 
Dimensional, on behalf of each Dimensional Investment Company it advises, shall file its proxy voting record with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of the current year.  Such filings shall contain all information required to be disclosed on Form N-PX.
 
Effective 02/17/2015

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PART C
OTHER INFORMATION

ITEM 28. EXHIBITS
 

Exhibit
Number
 
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 on February 5, 2014 as Exhibit (a)(2) to Registrant’s Post-Effective Amendment No. 41, is incorporated by reference.
   
(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 on February 5, 2014 as Exhibit (b)(2) to Registrant’s Post-Effective Amendment No. 41, is incorporated by reference.
   
(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.
   
(d)(1)(i)*
Revised Schedule A, dated April 27, 2015 to the Investment Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed herewith.
   
(d)(1)(ii)*
Revised Attachment 1 dated April 27, 2015, to Revised Schedule A of the Investment Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed herewith.
   
(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.
 
(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.
   

 
 

 


(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.
   
(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.
   
(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.
   
(d)(6)*
Subadvisory Agreement, dated April 27, 2015, between Allianz Investment Management, LLC and The Boston Company Asset Management LLC, filed herewith.
   
(d)(7)*
Subadvisory Agreement, dated April 24, 2015 between Allianz Investment Management LLC and Dimensional Fund Advisors LP, filed herewith.
   
(d)(8)
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)(8)(i)*
Schedule A dated November 1, 2013, to the Subadvisory Agreement dated February 25, 2012 between Allianz Investment Management LLC and Federated Global Investment Management Corp., filed herewith.
   
(d)(9)
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)(9)(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)(9)(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)(10)
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)(10)(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)(11)
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)(12)
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.
 
(d)(12)(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)(13)
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)(13)(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)(14)
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)(14)(i)*
Revised Schedule A dated January 24, 2014, to the Subadvisory Agreement dated October 26, 2009 between Allianz Investment Management LLC and Massachusetts Financial Services Company, filed herewith.
   

 
 

 


(d)(15)
Subadvisory Agreement, dated November 14, 2014, between Allianz Investment Management LLC and Metropolitan West Asset Management, LLC, filed  on November 3, 2014 as Exhibit (d)(14) to Registrant's Post-Effective Amendment No. 46, 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)
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)(18)(i)*
Revised Schedule A dated May 1, 2013, to the Subadvisory Agreement, dated February 25, 2012, between Allianz Life Advisers, LLC and OppenheimerFunds, Inc., filed herewith.
   
(d)(19)
Subadvisory Agreement, dated September 1, 2012, 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)(19)(i)
Revised Schedule A, dated October 31, 2014, to the Subadvisory Agreement, dated September 1, 2012, between Allianz Life Advisers, LLC and Pyramis Global Advisors, LLC, filed on November 3, 2014 as Exhibit (d)(18)(i) to Registrant's Post-Effective Amendment No. 46, is incorporated by reference.
   
(d)(20)
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)(20)(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.
   
(d)(21)
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)(21)(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)(21)(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)(22)
Subadvisory Agreement dated November 15, 2013, between Allianz Investment Management LLC and T. Rowe Price Associates, Inc., filed on February 5, 2014 as Exhibit (d)(23) to Registrant’s Post-Effective Amendment No. 41, is incorporated by reference.
   
(d)(23)
Subadvisory Agreement dated April 21, 2014, between Allianz Investment Management LLC and Wells Capital Management Incorporated, filed on April 21, 2014 as Exhibit (d)(24) to Registrant’s Post-Effective Amendment No. 42, is incorporated by reference.
   
(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 27, 2015, 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 herewith.
   
(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 April 27, 2015, 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 herewith.
   
(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 April 27, 2015, 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 herewith.
   

 
 

 


(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 on February 5, 2014 as Exhibit (g)(1)(ii) to Registrant’s Post-Effective Amendment No. 41, is incorporated by reference.
   
(g)(1)(iii)
Amendments dated January 10, 2014, and April 28, 2014, 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 July 18, 2014 Exhibit (g)(1)(iii) to Registrant's Post-Effective Amendment No. 44, is incorporated by reference.
   
(g)(1)(iv)*
Amendments dated October 27, 2014 and April 27, 2015, 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)(v)
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.
   
(g)(2)(ii)*
Amendment dated April 24, 2015 to the Securities Lending Authorization Agreement dated March 14, 2011, between Allianz Variable Insurance Products Trust and The Bank of New York Mellon, filed herewith.
   

 
 

 


(h)(1)
Services Agreement dated January 1, 2015, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on February 4, 2015, as Exhibit (h)(1) to Registrant's Post-Effective Amendment No. 48, is incorporated by reference.
   
(h)(1)(i)*
Amendment dated April 1, 2015, to Services Agreement dated January 1, 2015, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed herewith.
   
(h)(1)(ii)*
Transfer Agency Agreement dated April 1, 2015, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed herewith.
   
(h)(2)
PFO Services Agreement dated January 1, 2015, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on February 4, 2015, as Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 48, is incorporated by reference.
   
(h)(3)
Amended and Restated Administrative Services Agreement, dated November 1, 2014, 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, 2015, as Exhibit (h)(3) to Registrant's Post-Effective Amendment No. 48, is incorporated by reference.
   
(h)(4)
Amended and Restated Compliance Services Agreement, dated July 1, 2014, 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, 2015, as Exhibit (h)(4) to Registrant's Post-Effective Amendment No. 48, 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 27, 2015, to the Amended Expense Limitation Agreement, dated May 1, 2007, between Allianz Life Advisers LLC and Allianz Variable Insurance Products Trust, filed herewith.
   
(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, filed herewith.
   
(j)*
Consent of KPMG LLP (Independent Registered Public Accounting Firm), filed herewith.
   
(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 27, 2015, to the Distribution Plan for the Allianz Variable Insurance Products Trust effective October 27, 1999, filed herewith.
   
(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, tenth amendment and restatement, effective November 1, 2014, filed herewith.
   
(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 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 Dimensional Fund Advisors LP, as of January 2015, filed herewith.

 
 

 


   
(p)(8)
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)(9)
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)(10)
Code of Ethics of Gateway Investment Advisers, LLC, effective October 1, 2013, filed on April 21, 2014 as Exhibit (p)(9) to Registrant’s Post-Effective Amendment No. 42, is incorporated by reference.
   
(p)(11)
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)(12)
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)(13)
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)(14)*
Code of Ethics of Massachusetts Financial Services Company, dated September 19, 2014, filed herewith.
   
(p)(15)
Code of Ethics of Metropolitan West Asset Management, LLC (TCW), as of January 2014, filed on November 3, 2014 as Exhibit (d)(18)(i) to Registrant's Post-Effective Amendment No. 46, is incorporated by reference.
   
(p)(16)*
Code of Ethics of Morgan Stanley Investment Management, effective October 1, 2014, filed herewith.
   
(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 2015, filed herewith.
   
(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 July 1, 2014, filed on February 4, 2015, as Exhibit (p)(20) to Registrant's Post-Effective Amendment No. 48, is incorporated by reference.

 
 

 


   
(p)(21)
Code of Ethics of Wells Capital Management Incorporated, filed on April 21, 2014 as Exhibit (p)(19) to Registrant’s Post-Effective Amendment No. 42, is incorporated by reference.
   
(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 January 1, 2015, filed herewith.
 
     * Filed herewith

 
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
 
The Company organizational chart is incorporated in this filing as Exhibit (r).
 

ITEM 30. INDEMNIFICATION
 
         The Trust's Agreement and Declaration of Trust provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except if it is determined in the manner specified in the Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in or not opposed to the best interests of the Trust or that such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties or, in a criminal proceeding, such Trustee or officers had reasonable cause to believe their conduct was unlawful. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers.
 
         Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
 
   
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 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
     
3.
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

 
 

 


     
4.
BlackRock Financial Management, Inc. - this information is in form ADV filed with the SEC by BlackRock Financial Management, Inc. and is incorporated by reference herein.
801-48433
     
5.
BlackRock Investment Management, LLC. - this information is in form ADV filed with the SEC by BlackRock Investment Management, LLC. and is incorporated by reference herein.
801-56972
     
6.
The Boston Company Asset Management LLC - this information  is included in Form ADV filed with the SEC by The Boston Company Asset Management LLC and is incorporated herein by reference.
801-6829
     
7.
Dimensional Fund Advisors LP - this information is in form ADV filed with the SEC by Dimensional Fund Advisors LP and is incorporated by reference herein.
801-16283
     
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.
Metropolitan West Asset Management, LLC - this information is included in Form ADV filed with the SEC by Massachusetts Financial Services Company and is incorporated herein by reference.
801-53332
     

 
 

 


16.
Morgan Stanley Investment Management Inc. - this information is included in Form ADV filed with the SEC by Morgan Stanley Investment Management Inc. and is incorporated herein by reference.
801-15757 
     
17.
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
     
18.
OppenheimerFunds, Inc. - this information is included in Form ADV filed with the SEC by OppenheimerFunds, Inc. and is incorporated herein by reference.
801-8253
     
19.
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
     
20.
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
     
21.
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
     
22.
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
     
23.
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
     

ITEM 32. PRINCIPAL UNDERWRITER

 
(a)   Allianz Life Financial Services, LLC ("ALFS"), whose address is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, serves as the Funds' distributor.
 
ALFS is affiliated with the Manager. ALFS acts a principal underwriter for the following investment companies:
 
Allianz Variable Insurance Products Fund of Funds Trust
Allianz Variable Insurance Products Trust
 

 
 

 



 
(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
Jeffrey P. Pruitt
Vice President, Chief Compliance Officer
Aline P. Schellhas
Vice President, Chief Financial Officer and Treasurer
Corey Walther
 Chief Operating Officer
Jennifer Sosniecki
Money Laundering Prevention Officer
Tracy M. Hardy
Assistant Secretary

 
 
       *5701 Golden Hills Drive, Minneapolis, Minnesota 55416
 
 (c)  Not applicable.
 

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
 
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act and the rules thereunder are maintained at the offices of:

 
Allianz Investment Management LLC, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416
 
Allianz Life Financial Services, LLC, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416
 
Business Data Record Services, 201 9th Ave SW, New Brighton, MN 55112
 
Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219
 
Sungard Investor Services LLC, 3435 Stelzer Road, Suite 1000, Columbus, Ohio 43219
 
The Bank of New York Mellon, One Wall Street, New York, New York 10286
 
BlackRock Advisors, LLC, 100 Bellevue Parkway, Wilmington, DE 19809
 
BlackRock Capital Management, Inc., 100 Bellevue Pkwy, Wilmington, DE  19809
 
BlackRock Financial Management, Inc., 55 East 52nd Street, New York, NY 10055
 
BlackRock Investment Management, LLC, 1 University Square Drive, Princeton, NJ 08540
 
Dimensional Fund Advisors LP, 6300 Bee Cave Road, Bldg One, Austin, TX 78746
 
The Boston Company Asset Management, LLC, One Boston Place, Boston, MA 02108
 
Federated Clover Investment Advisors, a Division of Federated Global Investment Management Corp., 450 Lexington Ave Suite 3700 New York, NY 10017-3943
 
Franklin Advisers, Inc., One Franklin Parkway, San Mateo, CA 94403-1906
 
Franklin Mutual Advisers, LLC, 101 John F. Kennedy Parkway, Short Hills, NJ 07078
 
Gateway Investment Advisers, LLC, 312 Walnut St, Ste 3500, Cincinnati, OH 45202-9834
 
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, GA 30309
 
J.P. Morgan Investment Management, Inc., 270 Park Avenue, New York, NY 10017
 
Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, MA  02199-7618
 
Metropolitan West Asset Management, LLC, 865 S. Figueroa Street, Suite 1800, Los Angeles, CA 90017
 
Morgan Stanley Investment Management Inc., 522 Fifth Avenue,  New York, NY 10036
 
NFJ Investment Group LLC, 2100 Ross Avenue, Suite 700, Dallas, TX 75201
 
OppenheimerFunds Inc., Two World Financial Center 225 Liberty Street New York, NY 10281-1008
 
Pyramis Global Advisors LLC, 900 Salem Street, Smithfield, RI 02917
 
Schroder Investment Management North America Inc., 875 Third Avenue, 22nd Floor, New York, NY 10022
 
Schroder Investment Management North America, Limited, 31 Gresham Street, London EC2V 7QA England
 
Templeton Global Advisers, Limited, Lyford Cay, NASSAU
 
T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202
 
Wells Capital Management Incorporated, 525 Market Street, 10th Floor, San Francisco, CA 94105


 
 

 



ITEM 34. MANAGEMENT SERVICES
         N/A

ITEM 35. UNDERTAKINGS
         N/A

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933 and Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of Golden Valley, in the State of Minnesota on the 20th day of April, 2015.

                                          ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

By: /s/ Brian Muench
      _______________________________________________
      Brian Muench, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement of Allianz Variable Insurance Products Trust has been signed below by the following persons in the capacities indicated on April 20, 2015.

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/ Steve Rudden
 
Treasurer (principal financial and accounting officer)
Steve Rudden
   
     
/s/ Robert DeChellis*
 
Trustee
Robert DeChellis
   

By:  /s/ Brian Muench
      __________________________________
      Brian Muench, President

*Pursuant to powers of attorney filed as Exhibit (q) to this Registration Statement

 
 

 


 
 
 
EXHIBITS
 
TO
 
POST-EFFECTIVE AMENDMENT NO. 49
 
TO
 
FORM N-1A
 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 



INDEX TO EXHIBITS


Exhibit
Description of Exhibit
(d)(1)(i)
Investment Mgmt Agmt, Revised Sched A 4-27-15
(d)(1)(ii)
Revised Att 1 to Investment Mgmt Agmt, Revised Sched A 4-27-15
(d)(6)
Boston Co Subadvisory Agreement 4-27-15
(d)(7)
DFA Subadvisory Agreement 4-24-15
(d)(8)(i)
Schedule A to Federated Subadvisor Agmt
(d)(14)(i)
Revised Sched A to MFS Subadvisor Agmt 1-24-15
(d)(18)(i)
Revised Sched A to Oppenheimer Subadvisory Agmt 5-1-13
(e)(1)(i)
Revised Sched I to Distribution Agmt 4-27-15
(e)(2)(i)
Revised Sched A to the AZNA Participation Agmt 4-27-15
(e)(3)(i)
Revised Sched A to the AZNY Participation Agmt 4-27-15
(g)(1)(iv)
Mutual Fund Custody Agmt Amendments 10-27-14 & 4-27-15
(g)(2)(ii)
Amendment dated April 24, 2015 to Securities Lending Agmt 4-24-15
(h)(1)(i)
Amendment to Citi Services Agreement 4-1-15
(h)(1)(ii)
Transfer Agency Agmt 4-1-15
(h)(5)(i)
Rev Exhibit A to the Amended Expense Limitation Agmt 4-27-15
(i)
Opinion and consent of counsel
(j)
Consent of KPMG LLP (Independent Registered Public Accounting Firm)
(m)(1)(i)
Rev Exhibit A to the Distribution Plan 4-27-15
(p)(1)
AIM COE Amendment 11-1-2014
(p)(7)
DFA Code of Ethics Jan 2015
(p)(14)
MFS Code of Ethics 9-19-14
(p)(16)
Morgan Stanley Code of Ethics Oct 2014
(p)(18)
Pyramis/Fidelity Code of Ethics 2015
(r)
Company Organizational Chart



EX-99.D1I 3 di1.htm INV MGMT AGMT, REV SCHED A 4-27-15 di1.htm

REVISED SCHEDULE A
 
    To the Investment Management Agreement, dated April 27, 2001, by and between USAllianz Advisers, LLC (now Allianz Investment Management LLC) and USAllianz Variable Insurance Products Trust (now Allianz Variable Insurance Products Trust)   .
 
    Fees payable to the Manager pursuant to Section 4 of the Investment Management Agreement shall be calculated at the following annual rates based on average daily net assets:
 
FundRate
 
 
AZL BlackRock Capital Appreciation Fund0.80%
 
AZL BlackRock Global Allocation Fund 0.75%
 
AZL Boston Company Research Growth Fund (1)
 
AZL DFA Emerging Markets Core Equity Fund 1.25%
 
AZL DFA Five-Year Global Fixed Income Fund 0.60%
 
AZL DFA International Core Equity Fund 0.95%
 
AZL DFA U.S. Core Equity Fund0.80%
 
AZL DFA U.S. Small Cap Fund0.85%
 
AZL Enhanced Bond Index Fund0.35%
 
AZL Federated Clover Small Value Fund 0.75%
 
 
AZL Franklin Templeton Founding Strategy Plus Fund0.70%
 
AZL Gateway Fund 0.80%
 
AZL International Index Fund 0.35%
 
AZL Invesco Equity and Income Fund 0.75%
 
AZL Invesco Growth and Income Fund (2)
 
AZL Invesco International Equity Fund 0.90%
 
AZL JPMorgan International Opportunities Fund 0.95%
 
 
FundRate
 
AZL JPMorgan U.S. Equity Fund0.80%
 
AZL MetWest Total Return Bond Fund 0.60%
 
AZL MFS Investors Trust Fund0.75%
 
AZL MFS Mid Cap Value Fund 0.75%
 
AZL MFS Value Fund (2)
 
AZL Mid Cap Index Fund 0.25%
 
AZL Money Market Fund 0.35%
 
AZL Morgan Stanley Global Real Estate Fund 0.90%
 
AZL Morgan Stanley Mid Cap Growth Fund (3)
 
AZL NFJ International Value Fund0.90%
 
AZL Oppenheimer Discovery Fund0.85%
 
AZL Pyramis Total Bond Fund 0.50%
 
AZL Russell 1000 Growth Index Fund 0.44%
 
AZL Russell 1000 Value Index Fund0.44%
 
AZL S&P 500 Index Fund 0.17%
 
AZL Schroder Emerging Markets Equity Fund 1.23%
 
AZL Small Cap Stock Index Fund0.26%
 
AZL T. Rowe Price Capital Appreciation Fund 0.75%
 
AZL Wells Fargo Large Cap Growth Fund 0.80%
 

(1)
First $10M
Next $20M
Thereafter
AZL Boston Company Research Growth Fund
1.000%
0.875%
0.750%
       
(2)
First $100M
Next $150M
Next $250M
Thereafter
AZL Invesco Growth and Income Fund
0.775%
0.750%
0.725%
0.675%
AZL MFS Value Fund
0.775%
0.750%
0.725%
0.675%
       
(3)
First $100M
Next $150M
Next $250M
Thereafter
AZL Morgan Stanley Mid Cap Growth Fund
0.850%
0.800%
0.775%
0.750%

 
Acknowledged:
 
Allianz Variable Insurance Products Trust
 
           B          By:   /s/ Brian Muench
                       Name:
                        Title:

Allianz Investment Management LLC
 
                        By:     /s/     Brian Muench
                       Name:
                       Title:

Updated: 04/27/2015
 
 

 

EX-99.D1II 4 d1ii.htm REV ATT 1 TO INV MGMT AGMT 4-27-15 d1ii.htm

REVISED ATTACHMENT 1
 
To Revised Schedule A of the Investment Management Agreement, dated April 27, 2001, by and between USAllianz Advisers, LLC (now Allianz Investment Management LLC) and USAllianz Variable Insurance Products Trust (now Allianz Variable Insurance Products Trust).
 
Fees payable to the Manager pursuant to Revised Schedule A to the Investment Management Agreement shall be calculated at the following annual rates until such time as this Attachment 1 is further revised.
 
 
Fund
Rate
(Average Net Assets in Millions (M) for Funds with Breakpoints)
All Assets
AZL BlackRock Capital Appreciation Fund                                                                                                          0.70%
All Assets
AZL Boston Company Research Growth Fund 0.70%
 All Assets
AZL DFA Five-Year Global Fixed Income Fund0.50%*
 All Assets
AZL DFA Emerging Markets Core Equity Fund0.95%*
 All Assets
AZL DFA International Core Equity Fund 0.75%*
 All Assets
AZL DFA U.S. Core Equity Fund 0.54%*
 All Assets
AZL DFA U.S. Small Cap Fund 0.70%*
 
First $100M
Next $100M
Thereafter
AZL Invesco Equity and Income Fund0.70%                                                                                                          0.675% 0.65%
 
First $100M
Thereafter
AZL Invesco Growth and Income Fund0.675% 0.65%
 
All Assets
AZL Invesco International Equity Fund 0.85%
All Assets
AZL JPMorgan International Opportunities Fund0.85%
 
First $100M
Thereafter
AZL JPMorgan U.S. Equity Fund                                                                                     0.75% 0.70%
All Assets
AZL MetWest Total Return Bond Fund 0.55%*
 
First $100M
Thereafter
AZL MFS Investors Trust Fund                                                                                         0.75% 0.70%
 
First $100M
Next $400M
Thereafter
AZL MFS Value Fund                                                                                  0.75%                         0.70% 0.65%
All Assets
AZL Schroder Emerging Markets Equity Fund 1.08%
 
All Assets
AZL T. Rowe Price Capital Appreciation Fund 0.70%
 
All Assets
AZL Wells Fargo Large Cap Growth  Fund 0.70%
Fund
Rate
(Average Net Assets in Millions (M) for Funds with Breakpoints)
All Assets
AZL BlackRock Capital Appreciation Fund                                                                                                          0.70%
All Assets
AZL Boston Company Research Growth Fund 0.70%
 All Assets
AZL DFA Five-Year Global Fixed Income Fund0.50%*
 All Assets
AZL DFA Emerging Markets Core Equity Fund0.95%*
 All Assets
AZL DFA International Core Equity Fund 0.75%*
 All Assets
AZL DFA U.S. Core Equity Fund 0.54%*
 All Assets
AZL DFA U.S. Small Cap Fund 0.70%*
 
First $100M
Next $100M
Thereafter
AZL Invesco Equity and Income Fund0.70%                                                                                                          0.675% 0.65%
 
First $100M
Thereafter
AZL Invesco Growth and Income Fund0.675% 0.65%
 
All Assets
AZL Invesco International Equity Fund 0.85%
All Assets
AZL JPMorgan International Opportunities Fund0.85%
 
First $100M
Thereafter
AZL JPMorgan U.S. Equity Fund                                                                                     0.75% 0.70%
All Assets
AZL MetWest Total Return Bond Fund 0.55%*
 
First $100M
Thereafter
AZL MFS Investors Trust Fund                                                                                         0.75% 0.70%
 
First $100M
Next $400M
Thereafter
AZL MFS Value Fund                                                                                  0.75%                         0.70% 0.65%
All Assets
AZL Schroder Emerging Markets Equity Fund 1.08%
 
All Assets
AZL T. Rowe Price Capital Appreciation Fund 0.70%
 
All Assets
AZL Wells Fargo Large Cap Growth  Fund 0.70%
 
*The reduced rate may not be increased or terminated prior to April 30, 2016.
 
 
Acknowledged:
 
                   Allianz Variable Insurance Products Trust                          Allianz Investment Management LLC
 
                          By:  /s/ Brian Muench                                                         By:   /s/ Brian Muench
                          Name:                                                                                   Name:
                          Title:                                                                                     Title:

Updated:  04/27/2015
 
 

 

EX-99.D6 5 d6.htm BOSTON CO SUBADV AGMT 4-27-15 d6.htm

SUBADVISORY AGREEMENT


This Agreement is made as of the 27th day of April, 2015, by and between Allianz Investment Management LLC, a Minnesota limited liability company ("Manager"), and The Boston Company Asset Management LLC, a Massachusetts limited liability company ("Subadviser").

WHEREAS each of the funds listed in Schedule A (each, a “Fund,” and collectively, the “Funds”), as such Schedule may be amended from time to time, is a series of Allianz Variable Insurance Products Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act").

WHEREAS Manager has entered into an investment management agreement (the "Management Agreement") with the Funds pursuant to which Manager provides investment advisory services to the Funds in accordance with the terms and conditions set forth in this Agreement.

WHEREAS Manager and the Funds each desire to retain Subadviser to provide investment advisory services to the Funds, and Subadviser is willing to render such investment advisory services.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1.            Subadviser's Duties.
 
(a)
Portfolio Management. Subject to supervision by Manager and the Funds’ Board of Trustees (the "Board"), Subadviser shall manage the investment operations and the composition of that portion of assets of each of the Funds which is allocated to Subadviser from time to time by Manager (which portion may include any or all of the Funds' assets), including the purchase, retention, and disposition thereof, in accordance with the Funds' investment objectives, policies, and restrictions as stated in the Funds’ then current registration statement filed with the Securities and Exchange Commission (the “SEC”), as from time to time amended (the “Registration Statement”), and subject to the following understandings:

 
(i)
Investment Decisions.  Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of each of the Funds allocated to it by Manager, 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)

 
1

 

under the 1940 Act.  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 that portion of each of the Funds allocated to it by Manager, using its best good faith judgment to vote, or abstain from voting, such proxies in the manner that serves the best interests of the Funds.  Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Funds; provided, however, that Subadviser shall provide notice to Manager of any such potential claim and 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 the Funds, 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.

(iii)           Portfolio Transactions.

(A)  
Trading. With respect to the securities and other investments to be purchased or sold for the Funds, 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 the brokerage policy set forth in each Fund's Prospectus and SAI, or approved by the Board; 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

 
2

 

other clients may be a party.  In assessing the best execution available for any transaction, the Subadviser shall further consider all additional factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Subadviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Subadviser, a Fund and/or other accounts over which the Subadviser or an affiliate of the Subadviser exercises investment discretion.  The Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.

(B)  
Aggregation of Trades.  On occasions when Subadviser deems the purchase or sale of a security or futures contract 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 futures contracts to be sold or purchased in order to seek best execution. In such event, Subadviser will make allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients.

 
(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,

 
3

 

 
(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 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 Subadviser shall provide to the Funds' custodian and the Funds’ administrator information relating to all transactions concerning the Funds' 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.

(b)  
Compliance Program and Ongoing Certification(s).  As requested, Subadviser shall timely provide to Manager (i) information and commentary for the Funds' annual and semi-annual reports, in a format approved by Manager, 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 the Funds' filings on Form N-CSR and Form N-Q, and the Funds' 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 the 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 Funds' compliance program under Rule 38a-1, and (iv) an annual certification from the 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 information relating to Subadviser's services hereunder which are needed by Manager to maintain the books and records of the Funds required under the 1940 Act.  Subadviser shall maintain for the Funds the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act and any additional records as agreed upon by

 
4

 

Subadviser and Manager.  Subadviser agrees that all records that it maintains for the Funds are the property of the Funds and Subadviser will surrender promptly to the Funds any of such records upon the Funds' request; provided, however, that Subadviser may retain a copy of such records.  Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to Section 1(a) hereof.

(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.  Each party agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of information supplied by the other party that is not otherwise in the public domain or previously known to the other party in connection with the performance of its obligations and duties hereunder, including the Portfolio Information.  As used herein, "Confidential Information" means confidential and proprietary information of the Funds, Subadviser, or Manager, including portfolio holdings of the Funds or other portfolio managed by Manager or Subadviser, that is received by one of the other parties in connection with this Agreement, including information with regard to the portfolio holdings and characteristics of the portion of each of the Funds allocated to Subadviser that Subadviser manages under the terms of this Agreement.  Except as set forth in this Agreement or otherwise required by applicable law, each party will restrict access to the Confidential Information to those employees, delegates or agents who will use it only for the purpose for which the Confidential Information was provided to that party or as may be reasonably necessary in order to properly provide services to the Manager or the Funds or for the performance of their professional services.  The foregoing shall not prevent a party from disclosing Confidential Information that is (1) publicly known or becomes publicly known through no unauthorized act of its own, (2) rightfully received from a third party without obligation of confidentiality, (3) approved in writing by the other party for disclosure, or (4) required to be disclosed pursuant to a requirement of a governmental or regulatory agency, court order, or law so long as the disclosing party provides the other party with prompt written notice of such requirement prior to any such disclosure.

(f)  
Delegation.  In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, and with the prior written consent of Manager, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it

 
5

 

believes 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 Fund 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, and Manager shall not be responsible for any fees that any such person may charge to Subadviser for such services.  Manager acknowledges that Subadviser may delegate certain operational and administrative functions to third parties in support of the services contemplated herein.

2.  
Manager's Duties.  Manager shall oversee and review Subadviser's performance of its duties under this Agreement.  Manager shall also retain direct portfolio management responsibility with respect to any assets of the Funds that are not allocated by it to the portfolio management of Subadviser as provided in Section 1(a) hereof or to any other subadviser.  Manager will periodically provide to Subadviser a list of the affiliates of Manager or the Funds (other than affiliates of Subadviser) to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Funds may not invest, together with ticker symbols for all such companies (Subadviser will assume that any company name not accompanied by a ticker symbol is not a publicly traded company), and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Funds.  The Manager will provide or cause to be provided to the Subadviser a list of persons authorized to give instructions under this Agreement.  The Manager may revise the list of authorized persons from time to time by sending the Subadviser a revised list.  Such revised list shall be effective upon receipt by the Subadviser.

3.  
Documents Provided to Subadviser.  Manager has delivered or will deliver to Subadviser current copies and supplements thereto of the Funds’ Prospectus and SAI, and will promptly deliver to it all future amendments and supplements, if any, before or at such time as the amendments or supplements become effective.

4.  
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, or any expenses of the Trust, including: organization and offering expenses of the Trust and the Fund (including out-of-pocket expenses, but not including Subadviser’s overhead and employee costs); fees payable to or expenses of other advisers or consultants; legal expenses; auditing and accounting expenses; interest expenses; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by or with respect to the Trust or the Fund in connection with membership in investment company trade organizations; costs of insurance; fees and expenses of the Trust’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing

 
6

 

agent of the Trust or the Fund; payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; other expenses in connection with the issuance, offering, distribution, redemption or sale of securities issued by the Fund; expenses relating to investor and public relations; expenses of registering and qualifying shares of the Fund for sale; freight, insurance and other charges in connection with the shipment of the Fund’s portfolio securities; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of preparing, printing and filing documents with regulatory agencies; costs of stationery and other office supplies; expenses of any litigation or other extraordinary or nonrecurring events and expenses relating to the issuance, registration and qualification of the shares of the Fund; costs of shareholders’ and other meetings; the compensation and all expenses (specifically including travel expenses relating to the business of the Trust or the Fund) of officers, Trustees and employees of the Trust who are not interested persons of the Subadviser.  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 the Funds' assets allocated to Subadviser under this Agreement at the annual rates equal to 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 the Funds’ average daily assets allocated to Subadviser under this Agreement shall be computed at the times and in the manner specified in the Funds’ 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.
 

 

 
5.  
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

 
7

 

self-regulatory agency with jurisdiction over Subadviser; (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 and as a result of which Subadviser is ineligible to serve as a subadviser to the Fund pursuant to Section 9(a) of the 1940 Act.  Subadviser further agrees to notify Manager and the Funds promptly of any material fact known to Subadviser concerning Subadviser that is not contained in the Funds' 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 2, which as of the date of this Agreement is its Form ADV Part 2 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 promptly 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 the 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.

(e)  
Unless required under applicable law, Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.  However, Subadviser shall be permitted to

 
8

 

list the Fund and/or Manager on its list of representative clients.

6.           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)  
Unless required by applicable law, Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser, which consent shall not be unreasonably withheld.
 
(c)  
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.

7.           Liability and Indemnification.

(a)  
Subadviser agrees to perform faithfully 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 duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.  Nothing in this Agreement shall protect Subadviser from any liabilities that it may have under the Securities Act of

 
9

 

1933, as amended, (the "1933 Act"), the 1940 Act, or the Advisers Act.  Subadviser does not warrant that the portion of the assets of each of the Funds managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective.

(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 direct losses, claims, damages, liabilities, or litigation (including legal and other expenses, but specifically excluding any indirect, special or consequential loss or any loss of profit or business opportunity) 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 Funds and Manager Indemnitees against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund 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 the Funds or the omission to state therein a material fact regarding the 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 persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights that Manager may have under any securities laws.

 
10

 

(c)  
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Manager and the Funds shall not be liable for any direct losses, claims, damages, liabilities, or litigation (including legal and other expenses, but specifically excluding any indirect, special or consequential loss or any loss of profit or business opportunity) 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 and other 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.

(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 notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section ("Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information about the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this

 
11

 

section, except to the extent that such Indemnifying Party is damaged as a result of the failure to give such notice.  The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(e)  
     Notwithstanding anything in this Agreement to the contrary, Subadviser      shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Fund resulting from any event beyond the reasonable control of the Subadviser or its agents, including but not limited to, nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Fund; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry, including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event.  This Section shall survive the termination of this Agreement.

8.           Duration and Termination.

(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

 
12

 

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 the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of one or more of the Funds on 60 days' written notice to Subadviser.  This Agreement may also be terminated, without the payment of any penalty, by Manager (i) upon 60 days' written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Funds or Manager. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days' written notice to Manager; or (2) upon material breach by Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach.  This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act), except as otherwise provided by any rule of, or action by, the SEC, or upon the termination of the Management Agreement.

(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 1(a)(iv)(A), 1(e), 7, 14, 16, and 17, shall survive such termination of the Agreement.

9.
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.  The Manager and the Trust acknowledge that Subadviser and its directors, officers, affiliates and employees, and the Subadviser’s other clients, may at any time have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired for or disposed of from the Fund; provided, however, that any such transactions by Subadviser’s directors, officers, affiliates and employees shall be in compliance with Subadviser’s written policies and procedures, including Subadviser’s written code of ethics complying with the

 
13

 

requirements of Rule 17j-1 under the 1940 Act.  The Subadviser shall have no obligation to acquire for the Fund a position in any investment which the Subadviser and its directors, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, if in the reasonable discretion of the Subadviser it is not feasible or desirable to acquire a position in such investment for the Funds.

10.  
References to Subadviser.

 
(a)
The name "Boston Company" is the property of Subadviser for copyright and other purposes.  Subadviser agrees that, for so long as Subadviser is the sole subadviser of any Fund, the name "Boston Company" may be used in the name of such Fund and that such use may include use of the name in prospectuses, reports, and sales materials.

 
(b)
During the term of this Agreement, Manager agrees to furnish to Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Funds or the public, which refer to Subadviser or its clients in any way, prior to use thereof and not to use such material if Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed upon) after receipt thereof.  Sales literature may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.  Subadviser's right to object to such materials is limited to the portions of such materials that expressly relate to Subadviser, its services, and its clients.  Any reference to Subadviser or description of Subadviser or its services in such literature shall be consistent with the information contained in the Registration Statement.

 


11.  
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.
 
Subadviser:

The Boston Company Asset Management, LLC
One Boston Place, 14th Floor
Boston, MA 02110
Attention:  Relationship Management
Fax:  (877) 259-8331
Email: tbcamclientservicesupport@tbcam.com
tbcamidcandconsultantsupport@tbcam.com


with a copy to:

The Boston Company Asset Management, LLC

 
14

 

One Boston Place, 14th Floor
Boston, MA 02110
Attention:  Compliance Department
Email:  tbcamcompliance@tbcam.com

 
Manager:

Brian Muench, President
Allianz Investment Management LLC
5701 Golden Hills Drive
Minneapolis, MN  55416-1297
Tel:  763.765.7952

with a copy to:

Erik T. Nelson, Chief Legal Officer
Allianz Investment Management LLC
5701 Golden Hills Drive
Minneapolis, MN  55416-1297
Tel:  763.765.7453
Erik.Nelson@allianzlife.com

12.
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.

13.  
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.

14.  
Governing Law.  This Agreement, and, in the event of termination of the Agreement, those sections that survive such termination of the Agreement under Section 8, 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.

15.  
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, including but not limited to the Amended & Restated Portfolio Management Agreement dated as of September 1, 2009, between and among Allianz Investment Management LLC,

 
15

 

Allianz Variable Insurance Products Trust and the Dreyfus Corporation.

16.  
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 8, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

17.
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 order.

18.  
Headings.  The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

19.  
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.

20.  
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.

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

ALLIANZ INVESTMENT                                                                                      THE BOSTON COMPANY
MANAGEMENT LLC                                                                                           ASSET MANAGEMENT LLC

By:  /s/ Brian Muench                                                                                                By:  /s/ Bart Grenier

Name:  Brian Muench                                                                                                Name:  Bart Grenier

Title: President                                                                                                           Title:  Chief Executive Officer

 
16

 

SCHEDULE A


Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated in accordance with the following schedules:

AZL Boston Company Research Growth Fund

Average Daily Net Assets*                                                                     Rate
First $50 million                                                                                     0.50%
Next $50 million                                                                                     0.40%
Thereafter (all assets over $100 million)                                              0.30%


*When average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate, e.g. if average daily net assets are $150 million, a rate of 50 bps would apply to $50 million, a rate of 40 bps would apply to $50 million, and a rate of 30 bps would apply to the remaining $50 million.

The rates set forth above apply to average daily net assets that are subject to the Subadviser's investment discretion in the Funds.

 
Date:  April 27, 2015
 


EX-99.D7 6 d7.htm DFA SUBADV AGMT 4-24-15 d7.htm

SUBADVISORY AGREEMENT


This Agreement is made as of the 24th day of April, 2015, by and between Allianz Investment Management LLC, a Minnesota limited liability company ("Manager"), and Dimensional Fund Advisors LP, a Delaware limited partnership ("Subadviser").

WHEREAS each of the funds listed in Schedule A (each, a “Fund,” and collectively, the “Funds”) is a series of Allianz Variable Insurance Products Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act").

WHEREAS Manager has entered into an investment management agreement (the "Management Agreement") with the Funds pursuant to which Manager provides investment advisory services to the Funds in accordance with the terms and conditions set forth in this Agreement.

WHEREAS Manager and the Funds each desire to retain Subadviser to provide investment advisory services to the Funds, and Subadviser is willing to render such investment advisory services.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1.            Subadviser's Duties.
 
(a)
Portfolio Management. Subject to supervision by Manager and the Funds’ Board of Trustees (the "Board"), Subadviser shall provide a continual investment program for and manage the composition of that portion of assets of each of the Funds which is allocated to Subadviser from time to time by Manager (which portion may include any or all of the Funds' assets), including the purchase, retention, and disposition thereof, in accordance with the Funds' investment objectives, policies, and restrictions as stated in the Funds’ then current registration statement filed with the Securities and Exchange Commission (the “SEC”) and that has been provided to Subadviser, as from time to time amended (the “Registration Statement”), and subject to the following understandings:

 
(i)
Investment Decisions.  Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of each of the Funds allocated to it by Manager, 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.  Unless Manager or the applicable Fund gives

 
1

 

written instructions to the contrary, Subadviser shall vote, or abstain from voting, all proxies with respect to companies whose securities are held in that portion of each of the Funds allocated to it by Manager, using its best good faith judgment to vote, or abstain from voting, such proxies in accordance with the Subadviser’s then-current Proxy Voting Policies and Procedures and provided that the relevant proxy materials have been forwarded to the Subadviser in a timely manner by a Fund’s custodian.  Subadviser shall not be responsible to advise or act for the Manager or the Funds in any legal proceedings, including any bankruptcy action or class action settlements, relating to the securities or assets currently or previously held or purchased or sold by the Funds; provided, however, that Subadviser, upon request, shall provide Manager with non-confidential information in Subadviser’s possession with respect to such proceedings.


 

 
(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 the Funds, 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 will have a reasonable opportunity to review and comment on, and a reasonable time to implement, any limit or requirement referenced in this sub-section (ii)(A), (B), (D) or (E), before Subadviser will be obligated under this Agreement to adhere to any such limit or requirement.

(iii)           Portfolio Transactions.

(A)  
Trading. With respect to the securities and other investments to be purchased or sold for the Funds, 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 the brokerage policy set forth in each Fund's Prospectus and SAI, or as approved by the Board and

 
2

 

provided to Subadviser; 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)  
Aggregation of Trades.  To the extent permitted by applicable laws and regulations, Subadviser may, but shall be under no obligation to, aggregate the purchase or sale of securities or futures contracts made for a Fund and other client accounts or portfolios managed by the Subadviser or its affiliates. In such event, Subadviser will make allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner Subadviser considers to be, over time, the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients consistent with Subadviser’s Form ADV Part 2.  Manager acknowledges that in some cases this procedure may adversely affect the size of the position obtainable for the Fund.

 
(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, (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 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 Subadviser shall provide, or arrange transmission, to the Funds' custodian and the Funds’ administrator information relating to all transactions concerning the Funds' 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.

(b)  
Compliance Program and Ongoing Certification(s).  As may be reasonably requested, Subadviser shall timely provide to Manager (i) information and commentary for the Funds' annual and semi-annual reports, in a format approved by Manager, and shall (A) certify that such information and

 
3

 

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 the Funds' filings on Form N-CSR and Form N-Q, and the Funds' Principal Executive Officer's and Principal Financial Officer's certifications under Rule 30a-2 under the 1940 Act, thereon, in a format and containing representations reasonably requested by Manager; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and the Subadviser's management of the Funds, in a format and containing representations reasonably requested by Manager, as it may be amended from time to time; (iii) an annual sub-certification with respect to the services that Subadviser provides pursuant to this Agreement as they relate to the Funds' compliance program under Rule 38a-1, in a format and containing representations reasonably requested by Manager; and (iv) an annual certification from the 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, within a reasonable time upon request, furnish to Manager all information relating to Subadviser's services hereunder which are needed by Manager to maintain the books and records of the Funds required under the 1940 Act.  Subadviser shall maintain for the Funds the records necessary for the Funds to comply with the requirements  of Rule 31a-1 under the 1940 Act in connection with the services provided by the Subadviser hereunder, and any additional records as agreed upon by Subadviser and Manager.  Subadviser agrees that all records that it maintains for the Funds are the property of the Funds and Subadviser will surrender promptly to the Funds any of such records upon the Funds' request; provided, however, that Subadviser may retain a copy of such records.  Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to Section 1(a) hereof.

(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.  Each party agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information,

 
4

 

but no less than reasonable care, to protect the confidentiality of information supplied by the other party that is not otherwise in the public domain or previously known to the other party in connection with the performance of its obligations and duties hereunder, including the Portfolio Information.  As used herein, "Confidential Information" means confidential and proprietary information of the Funds, Subadviser, or Manager, including portfolio holdings of the Funds or other portfolio managed by Manager or Subadviser, that is received by one of the other parties in connection with this Agreement, including information with regard to the portfolio holdings and characteristics of the portion of each of the Funds allocated to Subadviser that Subadviser manages under the terms of this Agreement.  Except as set forth in this Agreement or otherwise required by applicable law, each party will restrict access to the Confidential Information to its, its affiliates’, or the other party’s employees, directors, officers, attorneys, auditors, agents, service providers, consultants, sub-contractors, and advisers who will use it only (i) for the purpose for which the Confidential Information was provided to that party; (ii) as reasonably necessary for a party to meet its obligations under this Agreement; or (iii) as reasonably necessary for the provision of services to a party.  The foregoing shall not prevent a party from disclosing Confidential Information that is (1) publicly known or becomes publicly known through no unauthorized act of its own, (2) rightfully received from a third party without obligation of confidentiality, (3) approved in writing by the other party for disclosure, (4) required to be disclosed to a regulator in the course of a routine regulatory examination; or (5) required to be disclosed pursuant to a requirement of a governmental agency, court order, or law so long as the disclosing party provides the other party with prompt written notice of such requirement prior to any such disclosure; however, such notice is not required if information is provided on an aggregate basis without specific attribution to the party providing the Confidential Information.

(f)  
Delegation.  In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, engage, or associate with such affiliated or unaffiliated entities or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that, in the case of any such delegation that involves any such entities or persons serving as an “investment adviser” to the Fund within the meaning of the 1940 Act, such delegation must meet the requirements of Section 15(a) of the 1940 Act and related guidance of the Securities and Exchange Commission and its staff.  Subadviser shall remain liable to Manager for the performance of Subadviser’s obligations hereunder and for the acts and omission of such other entities or persons, and Manager shall not be responsible for any fees that any such entities or persons may charge to Subadviser for such services.

 
5

 


2.  
Manager's Duties.  Manager shall oversee and review Subadviser's performance of its duties under this Agreement.  Manager shall also retain direct portfolio management responsibility with respect to any assets of the Funds that are not allocated by it to the portfolio management of Subadviser as provided in Section 1(a) hereof or to any other subadviser.  Manager will periodically provide to Subadviser a list of the affiliates of Manager or the Funds (other than affiliates of Subadviser) to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Funds may not invest, together with ticker symbols for all such companies (Subadviser will assume that any company name not accompanied by a ticker symbol is not a publicly traded company), and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Funds.

3.  
Documents Provided to Subadviser.  Manager has delivered or will deliver to Subadviser current copies and supplements thereto of the Funds’ Prospectus and SAI, and will promptly deliver to it all future amendments and supplements, if any.

4.  
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, commissions, levies, taxes, interest expenses or similar costs incurred 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 the Funds' 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 the Funds’ average daily assets allocated to Subadviser under this Agreement shall be computed at the times and in the manner specified in the Funds’ 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.
 

 

 
5.  
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

 
6

 

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 the SEC or other regulatory authority has commenced, or indicated that it will commence, an administrative proceeding or enforcement action against the Subadviser or any of its affiliates that could have a materially adverse impact on the ability of the Subadviser to provide the subadvisory services contemplated under this Agreement .  Subadviser further agrees to notify Manager and the Funds promptly of any material fact known to Subadviser concerning Subadviser that is not contained in the Funds' 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 2, which as of the date of this Agreement is its Form ADV Part 2 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 promptly 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 the Subadviser's Co-Chief Executive Officers, or Co-Chief  Investment Officers, or if there is otherwise an actual or expected change in control or management of

 
7

 

Subadviser.  For purposes of this section “control” shall have the same meaning as under the 1940 Act.

(e)  
Unless required under applicable law or pursuant to a regulatory request for information, Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.  Manager agrees that Subadviser may identify Manager or a Fund by name in Subadviser’s current client list.  Such list may be used with third parties.

6.           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)  
Unless required by applicable law or pursuant to a regulatory request for information, Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser, which consent shall not be unreasonably withheld; provided that Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to a Fund on a representative client list.
 
(c)  
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.

7.           Liability and Indemnification.

(a)  
Subadviser agrees to perform in good faith the services required to be

 
8

 

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, assignees, or shareholders (collectively, “Subadviser Parties”) liable for any loss sustained 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 and the rules thereunder) , or any other person on account of the services which Subadviser may render or fail to render under this Agreement or as a result of any error of judgment or mistake of law by Subadviser with respect to the Funds; provided, however, that (i) 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 duties, or by reason of its reckless disregard of its obligations and duties under this Agreement; and (ii) in no event shall Subadviser be liable for consequential, incidental, special, exemplary, indirect or punitive damages.  Nothing in this Agreement shall protect Subadviser from any liabilities that it may have under the Securities Act of 1933, as amended, (the "1933 Act"), the 1940 Act, or the Advisers Act.  Subadviser does not warrant that the portion of the assets of each of the Funds managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective.

(b)  
Subadviser shall indemnify and hold harmless 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 and the rules thereunder) (collectively, "Fund and Manager Indemnitees") against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund 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 the Funds or the omission to state therein a material fact regarding the 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) an adjudication, order, or other determination issued by a court or regulatory agency of competent jurisdiction finding

 
9

 

that the Subadviser has violated federal or state statutes or regulations; provided, however, that in no event shall Subadviser be liable for consequential, incidental, special, exemplary, indirect or punitive damages; and further  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 or written instructions provided to it by Manager that Subadviser 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 Manager may have under any securities laws.

(c)  
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 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") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other 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) an adjudication, order, or other determination issued by a court or regulatory agency of competent jurisdiction finding that Manager has violated federal or state statutes or regulations; provided, however, that in no event shall Subadviser be liable for consequential, incidental, special, exemplary, indirect or punitive damage; and further 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 Manager reasonably

 
10

 

believes to be accurate and reliable.

(d)  
If Manager, the Funds, or Subadviser, their affiliates, or any officer, director, employee, or agent of any of the foregoing, is entitled to indemnification as stated in (b) or (c) above ("Indemnified Party") in respect of a claim to be made against any person obligated to provide indemnification under this section ("Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing as soon as practicable after receipt of the summons, notice or other first legal process or notice giving information on the nature of such claim; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that such Indemnifying Party is damaged as a result of the failure to give such notice.  The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding which relates to the indemnifiable claim, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

8.           Duration and Termination.

(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.

 
11

 

(b)  
Notwithstanding the foregoing, this Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of one or more of the Funds on 60 days' written notice to Subadviser.  This Agreement may also be terminated, without the payment of any penalty, by Manager (i) upon 60 days' written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Funds or Manager. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days' written notice to Manager; or (2) upon material breach by Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach.  This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act), except as otherwise provided by any rule of, or action by, the SEC, or upon the termination of the Management Agreement.

(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 1(a)(iv)(A), 1(e), 7, 14, 16, and 17, shall survive such termination of the Agreement.

9.
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.

10.  
References to Subadviser.

 
(a)
Subadviser authorizes Manager during the term of this Agreement, the use of Subadviser's name and registered and unregistered trademarks, service marks and logos on the web site(s) of the Manager, the Funds, or the Funds’ distributor and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein and/or for promoting the Funds.  Subadviser hereby consents to the use of the name “DFA” in the name of the Funds and use of Subadviser’s name in the Funds’ disclosure documents, and to the extent required,

 
12

 

necessary or advisable, in shareholder communications; provided however Subadviser may withdraw authorization for the use of its name with respect to a Fund upon 30 days’ written notice to Manager if Subadviser is no longer the sole sub-advisor to the Fund.  Upon termination of this Agreement or withdrawal of any such approval, the Manager and the Funds shall immediately forthwith cease to use the name or any trade name, trademark, trade device, service mark, or symbol, or any abbreviation, contraction, or simulation thereof, of any other party except to the extent that continued use is required by applicable laws, rules, and regulations.

 
(b)
During the term of this Agreement, Manager agrees to furnish to Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Funds or the public, which refer to Subadviser or its clients in any way, prior to use thereof and not to use such material if Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed upon) after receipt thereof.  Sales literature may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.  Subadviser's right to object to such materials is limited to the portions of such materials that expressly relate to Subadviser, its services, and its clients.  Any reference to Subadviser or description of Subadviser or its services in such literature shall be consistent with the information contained in the Registration Statement.

 


11.  
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.
 
Subadviser:

 
Dimensional Fund Advisors LP General Counsel
 
6300 Bee Cave Road Building One
 
Austin, Texas 78746
 
E-mail:  Catherine.N ewell@Dimensional.com

 
with a copy to: Inst_subadvisory@Dimensional.com

 
Manager:


Brian Muench, President
Allianz Investment Management LLC
5701 Golden Hills Drive
Minneapolis, MN  55416-1297
Tel:  763.765.7952

 
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with a copy to:

Erik T. Nelson, Chief Legal Officer
Allianz Investment Management LLC
5701 Golden Hills Drive
Minneapolis, MN  55416-1297
Tel:  763.765.7453
Erik.Nelson@allianzlife.com

12.
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.

13.  
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.  Manager shall not make such an assignment of this Agreement without the prior written consent of Subadviser.  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.

14.  
Governing Law.  This Agreement, and, in the event of termination of the Agreement, those sections that survive such termination of the Agreement under Section 8, shall be governed by the laws of the State of Delaware, 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 Delaware, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

15.  
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.

16.  
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 8, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

17.
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

 
14

 

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 order.

18.  
Headings.  The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

19.  
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.

20.  
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.

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

ALLIANZ INVESTMENT                                                                                       DIMENSIONAL FUND
MANAGEMENT LLC                                                                                            ADVISORS LP
                           By Dimensional Holdings Inc., itsGeneral Partner

By:    /s/ Brian Muench                                                                By:    /s/ Valerie A. Brown 


Name:  Brian Muench                                                                                                Name:  Valerie A. Brown

 
Title:  President                                                                                                           Title:   Vice President

 
15

 

SCHEDULE A


Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated in accordance with the following schedules:


Fund
Average Daily Net Assets*
Rate
AZL DFA U.S. Core Equity Fund
First $100 million
Over $100 million
0.20%
0.15%
 
AZL DFA U.S. Small Cap Fund
First $100 million
Over $100 million
0.40%
0.35%
 
AZL DFA International Core Equity Fund
First $100 million
Over $100 million
0.40%
0.30%
 
AZL DFA Emerging Markets Core Equity Fund
First $100 million
Over $100 million
0.55%
0.50%
 
AZL DFA Five-Year Global Fixed Income Fund
First $100 million
Over $100 million
0.25%
0.15%


*When average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate, e.g. if average daily net assets for the AZL DFA U.S. Core Equity Fund are $300 million, a rate of 20 bps would apply to $100 million, and a rate of 15 bps would apply to the remaining $200 million.

The rates set forth above apply to average daily net assets that are subject to the Subadviser's investment discretion in the Funds.

 
Date:  April 24, 2015
 

 
 

 

EX-99.D8I 7 d8i.htm SCHED A TO FEDERATED SUBADV AGMT d8i.htm

REVISED SCHEDULE A

Compensation pursuant to Section 4 of the Subadvisory Agreement, dated February 25, 2012, shall be calculated in accordance with the following schedule:

AZL Federated Clover Small Value Fund

Average Daily Net Assets*                                                                                                Rate
First $100 million                                                                                     0.55%
Next $100 million                                                                                     0.50%
Next $100 million                                                                                     0.45%
Over $300 million                                                                                     0.40%


*When average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate.  For example, if average daily net assets in AZL Federated Clover Small Value Fund are $400 million, a rate of 55 bps would apply to the first $100 million, a rate of 50 bps would apply to the second $100 million, a rate of 45 bps would apply to the third $100 million, and a rate of 40 bps would apply to the average daily net assets above $300 million.

The rates set forth above apply to average daily net assets that are subject to the Subadviser's investment discretion in the Funds.

Acknowledged:

ALLIANZ INVESTMENT                                                                                FEDERATED GLOBAL
MANAGEMENT LLC                                                                                     INVESTMENT MANAGEMENT
                    CORP.


By:/s/ Brian Muench                                                                                            By: /s/ John B Fisher


Name: Brian Muench                                                                                           Name: John B Fisher


Title: President                                                                                                    Title: President & CEO






Updated: 11/01/2013

20
 
 

EX-99.D14I 8 d14i.htm REV SCHED A TO MFS SUBADV AGMT 1-24-15 d14i.htm

REVISED SCHEDULE A
 
Compensation pursuant to Section 4 of Subadvisory Agreement shall be calculated at the rate shown below based on the average daily net assets that are subject to the Subadviser’s investment discretion in the relevant Funds.
 
Fund                                                                Rate*
AZL MFS Investors Trust Fund                                                                0.375% on the first $250 Million
0.350% on the next $250 Million
0.325% thereafter
 
AZL MFS Mid Cap Value Fund                                                                0.450% on the first $250 million
0.425% on the next $250 million
0.400% thereafter
 
AZL MFS Value Fund                                                                0.350% on the first $250 Million
0.300% on the next $1 Billion
0.250% thereafter
 
*When average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate, e.g. if average daily net assets in the AZL MFS Investors Trust Fund are $600 million, a rate of 37.5 bps would apply to $250 million, a rate of 35 bps would apply to $250 million, and a rate of 32.5 bps would apply to the remaining $100 million.
 
Acknowledged:
 
ALLIANZ INVESTMENT                                                                                MASSACHUSETTS FINANCIAL
MANAGEMENT LLC                                                                                     SERVICES COMPANY


By:  /s/ Brian Muench                                                                                                By:  /s/ Robert J. Manning


Name:  __________________________                                                             Name:  _______________________


Title:  ____________________________                                                          Title:  ________________________
 
Effective as of January 24, 2014, the schedule is revised to add AZL MFS Mid Cap Value Fund.

17

 
 

 

EX-99.D18I 9 d18i.htm REV SCHD A TO OPPENHEIMER SUBADV AGMT 5-1-13 d18i.htm

REVISED SCHEDULE A
Compensation pursuant to Section 4 of the Subadvisory Agreement, dated February 25, 2012, shall be calculated in accordance with the following schedule:

AZL Oppenheimer Discovery Fund

Average Daily Net Assets*                                                                                                Rate
First $100 million                                                                                     0.55%
Next $100 million                                                                                     0.45%
Over $200 million                                                                                     0.40%


**When average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate.  For example, if average daily net assets in AZL Oppenheimer Discovery Fund are $300 million, a rate of 55 bps would apply to the first $100 million, a rate of 45 bps would apply to the second $100 million, and a rate of 40 bps would apply to the remaining of $100 million.

The rates set forth above apply to average daily net assets that are subject to the Subadviser's investment discretion in the Fund.

Acknowledged:

ALLIANZ INVESTMENT                                                                                                OPPENHEIMERFUNDS, INC.
MANAGEMENT LLC


By: /s/ Brian Muench                                                                                                             By: /s/ Cheryl Pipia


Name: __________________________                                                                          Name: _______________________


Title: ____________________________                                                                       Title: ________________________








Effective as of May 1, 2013

16
 
 
 

EX-99.E1I 10 e1i.htm REV SCHED I TO DIST AGMT 4-27-15 e1i.htm

REVISED SCHEDULE I
 
To the DISTRIBUTION AGREEMENT dated August 28, 2007, by and among Allianz Variable Insurance Products Trust and Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Life Financial Services, LLC
 
 
Allianz Variable Insurance Products Trust
 
 
AZL BlackRock Capital Appreciation Fund
 
AZL BlackRock Global Allocation Fund
 
AZL Boston Company Research Growth Fund
 
AZL DFA Emerging Markets Core Equity Fund
 
AZL DFA Five-Year Global Fixed Income Fund
 
AZL DFA International Core Equity Fund
 
AZL DFA U.S. Core Equity Fund
 
AZL DFA U.S. Small Cap Fund
 
AZL Enhanced Bond Index Fund
 
AZL Federated Clover Small Value Fund
 
AZL Franklin Templeton Founding Strategy Plus Fund
 
AZL Gateway Fund
 
AZL International Index Fund
 
AZL Invesco Equity and Income Fund
 
AZL Invesco Growth and Income Fund
 
AZL Invesco International Equity Fund
 
AZL JPMorgan International Opportunities Fund

 
AZL JPMorgan U.S. Equity Fund
 
AZL MetWest Total Return Bond Fund
 
AZL MFS Investors Trust Fund
 
AZL MFS Mid Cap Value Fund
 
AZL MFS Value Fund
 
AZL Mid Cap Index Fund
 
AZL Money Market Fund
 
AZL Morgan Stanley Global Real Estate Fund
 
AZL Morgan Stanley Mid Cap Growth Fund
 
AZL NFJ International Value Fund
 
AZL Oppenheimer Discovery Fund
 
AZL Pyramis Total Bond Fund
 
AZL Russell 1000 Growth Index Fund
 
AZL Russell 1000 Value Index Fund
 
AZL S&P 500 Index Fund
 
AZL Schroder Emerging Markets Equity Fund
 
AZL Small Cap Stock Index Fund
 
AZL T. Rowe Price Capital Appreciation Fund
 
AZL Wells Fargo Large Cap Growth Fund

 
 
Allianz Variable Insurance Products Fund of Funds Trust
 
 
AZL Balanced Index Strategy Fund
 
AZL DFA Multi-Strategy Fund
 
AZL MVP Balanced Index Strategy Fund
 
AZL MVP BlackRock Global Allocation Fund
 
AZL MVP DFA Multi-Strategy Fund
 
AZL MVP Franklin Templeton Founding Strategy Plus Fund
 
AZL MVP Fusion Balanced Fund
 
AZL MVP Fusion Conservative Fund
 
AZL MVP Fusion Growth Fund
 
AZL MVP Fusion Moderate Fund
 
AZL MVP Growth Index Strategy Fund
 
AZL MVP Invesco Equity and Income Fund
 
AZL MVP T. Rowe Price Capital Appreciation Fund

 
Acknowledged:
 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 
By:   /s/ Brian Muench
Name:
Title:
 
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
 
By   /s/ Brian Muench
Name:
Title:
 
ALLIANZ LIFE FINANCIAL SERVICES, LLC
 
By:   /s/ Brian Muench
Name:
Title:

10
Updated:  04/27/2015
 
 

 

EX-99.E2I 11 e2i.htm REV SCHED A TO AZNA PART AGMT e2i.htm

REVISED SCHEDULE A
 
To the PARTICIPATION AGREEMENT made the 28th day of August, 2007, by and among Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of North America, and Allianz Life Financial Services, LLC
 
Funds Available Under the Contracts
 
AZL BlackRock Capital Appreciation Fund
 
AZL BlackRock Global Allocation Fund
 
AZL Boston Company Research Growth Fund
 
AZL DFA Emerging Markets Core Equity Fund
 
AZL DFA Five-Year Global Fixed Income Fund
 
AZL DFA International Core Equity Fund
 
AZL DFA U.S. Core Equity Fund
 
AZL DFA U.S. Small Cap Fund
 
AZL Enhanced Bond Index Fund
 
AZL Federated Clover Small Value Fund
 
AZL Franklin Templeton Founding Strategy Plus Fund
 
AZL Gateway Fund
 
AZL International Index Fund
 
AZL Invesco Equity and Income Fund
 
AZL Invesco Growth and Income Fund
 
AZL Invesco International Equity Fund
 
AZL JPMorgan International Opportunities Fund
 
AZL JPMorgan U.S. Equity Fund

 
AZL MetWest Total Return Bond Fund
 
AZL MFS Investors Trust Fund
 
AZL MFS Mid Cap Value Fund
 
AZL MFS Value Fund
 
AZL Mid Cap Index Fund
 
AZL Money Market Fund
 
AZL Morgan Stanley Global Real Estate Fund
 
AZL Morgan Stanley Mid Cap Growth Fund
 
AZL NFJ International Value Fund
 
AZL Oppenheimer Discovery Fund
 
AZL Pyramis Total Bond Fund
 
AZL Russell 1000 Growth Index Fund
 
AZL Russell 1000 Value Index Fund
 
AZL S&P 500 Index Fund
 
AZL Schroder Emerging Markets Equity Fund
 
AZL Small Cap Stock Index Fund
 
AZL T. Rowe Price Capital Appreciation Fund
 
AZL Wells Fargo Large Cap Growth Fund


Separate Accounts Utilizing the Funds
Allianz Life Variable Account A
Allianz Life Variable Account B

16
Updated: April 27, 2015
 
 

 


 
Contracts Funded by the Separate Accounts
Allianz Life Variable Account A:
Allianz LifeFund
ValueLife
Valuemark Life
 
Allianz Life Variable Account B:
Allianz Alterity
Allianz Connections
Allianz Custom Income
Allianz Elite
Allianz High Five
Allianz High Five Bonus
Allianz High Five L
Allianz Index Advantage
Allianz Retirement Advantage
Allianz Retirement Pro
Allianz Rewards
Allianz Valuemark II
Allianz Valuemark III
Allianz Valuemark IV
Allianz Valuemark Income Plus
Allianz Vision
USAllianz Charter
USAllianz Charter II
USAllianz Dimensions

 
Acknowledged:
 
Allianz Variable Insurance Products Trust                      Allianz Life Insurance Company of North America


By:    /s/ Mike Tanski                                                        By:   /s/ Brian Muench
Name:                                                                                  Name:
Title:                                                                                   Title:
 
Allianz Life Financial Services, LLC

By:    /s/ Robert DeChellis
Name:
Title:

Effective as of April 27, 2015.



17
Updated: April 27, 2015
 
 

 

EX-99.E3I 12 e3i.htm REV SCHED A TO AZNY PART AGMT e3i.htm

REVISED SCHEDULE A
 
To the PARTICIPATION AGREEMENT made the 28th  day of August, 2007, by and among Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of New York, and Allianz Life Financial Services, LLC.
 
 
Funds Available Under the Contracts
 
AZL BlackRock Capital Appreciation Fund
 
AZL BlackRock Global Allocation Fund
 
AZL Boston Company Research Growth Fund
 
AZL DFA Emerging Markets Core Equity Fund
 
AZL DFA Five-Year Global Fixed Income Fund
 
AZL DFA International Core Equity Fund
 
AZL DFA U.S. Core Equity Fund
 
AZL DFA U.S. Small Cap Fund
 
AZL Enhanced Bond Index Fund
 
AZL Federated Clover Small Value Fund
 
AZL Franklin Templeton Founding Strategy Plus Fund
 
AZL Gateway Fund
 
AZL International Index Fund
 
AZL Invesco Equity and Income Fund
 
AZL Invesco Growth and Income Fund
 
AZL Invesco International Equity Fund
 
AZL JPMorgan International Opportunities Fund
 
AZL JPMorgan U.S. Equity Fund

 
AZL MetWest Total Return Bond Fund
 
AZL MFS Investors Trust Fund
 
AZL MFS Mid Cap Value Fund
 
AZL MFS Value Fund
 
AZL Mid Cap Index Fund
 
AZL Money Market Fund
 
AZL Morgan Stanley Global Real Estate Fund
 
AZL Morgan Stanley Mid Cap Growth Fund
 
AZL NFJ International Value Fund
 
AZL Oppenheimer Discovery Fund
 
AZL Pyramis Core Bond Fund
 
AZL Russell 1000 Growth Index Fund
 
AZL Russell 1000 Value Index Fund
 
AZL S&P 500 Index Fund
 
AZL Schroder Emerging Markets Equity Fund
 
AZL Small Cap Stock Index Fund
 
AZL T. Rowe Price Capital Appreciation Fund
 
AZL Wells Fargo Large Cap Growth Fund

 
Separate Account Utilizing the Funds
Allianz Life of NY Variable Account C
 
Contracts Funded by the Separate Account
Allianz Advantage New York
Allianz Charter II New York
Allianz Connections New York
Allianz High Five New York
Allianz Index Advantage New York
Allianz Opportunity New York
Allianz Retirement Advantage New York
Allianz Retirement Pro New York
Allianz Vision New York
Valuemark II
Valuemark IV
 
Acknowledged:
 
Allianz Variable Insurance Products Trust                  Allianz Life Insurance Company of New York


By:    /s/Mike Tanski                                                          By:   /s/ Brian Muench
Name:                                                                                  Name:
Title:                                                                                   Title:
 
Allianz Life Financial Services, LLC

By:   /s/Robert DeChellis
Name:
Title:

16
Effective Date: April 27, 2015
 
 

 

EX-99.G1IV 13 g1iv.htm MUTUAL FUND CUSTODY AGMT AMENDMENTS g1iv.htm

 
 

 
TWELFTH AMENDMENT TO
 
MUTUAL FUND ClJSTODY AND SERVICES AGREEMENT

 


This Amendment dated October 27. 2014 to the Mutual Fund Custody   and Services Agreement effective ovember 26. 2008 (the ''Agreement") by and bct\vccn ALLIANZ VARIABLE TNSURANCI:::  PRODUCTS  TRUST  (the   ''VIP  Trust'). ALUANZ  VARIABLE   INSURANCE   PRODUCTS   FUND   OF  FUNDS  TRUST  (the
 
"FOF Trust") and TI-lE BANK OF NEW  YORK  MELLON  (the "Custodian'').


WHEREAS, the VIP Trust. the FOF Trust and the Custodian have entered  into
 
the Agreement;

WHEREAS, the parties wish  to amend the Agreement in order to  add  the following Fund to the VIP Trust effective November 14. 2014: AZL®  Metwest  Total Return Bond Fund; and
 

WHEREAS. in order to effectuate the above  changes,  Appendix  F  to  the Agreement must be amended.

 
NOW,  THEREFORE.  the  parties  hereto  agree follows:

           to  amend   the   Agreement   as

 
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 VTP Trust, the FOF Trust or the Custodian  lo this Amendment.

 
 

 
 

 
 
IN  WJTNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amendment  as of  the date set forth above.
 
 

ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 


By:         /s/ Mike Tanski
 
Name: Mike Tanski
Title: Vice President
Date:  October 27, 2014

 

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
By: /s/ Mike Tanski
Name: Mike Tanski
 
Title: Vice President
Date: October 27, 2014

             THE BANK OF NEW YORK MELLON

By:         /s/ David J. Pasternath
 
Name: David J. Pasternath
Title: Vice President
Date:  October 27, 2014



 

 
APPENDIX  F
 
List of Funds
 
(as of 11!14/14)

 


 
 

 
 
 


THIRTEENTH AMENDMENT TO
MUTUAL FUND CUSTODY AND SERVICES AGREEMENT



This Amendment dated April 27, 2015 to the Mutual Fund Custody and Services Agreement effective November 26, 2008 (the “Agreement”) by and between ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST (the “VIP Trust”), ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST (the “FOF Trust”) and THE BANK OF NEW YORK MELLON (the “Custodian”).

WHEREAS, the VIP Trust, the FOF Trust and the Custodian have entered into the Agreement; and

WHEREAS, the parties wish to amend the Agreement in order to add the following Funds to the VIP Trust effective April 27, 2015:  AZL® DFA Emerging Markets Core Equity Fund; AZL® DFA International Core Equity Fund; AZL® DFA U.S. Small Cap Fund; AZL® DFA U.S. Core Equity Fund; and AZL® DFA Five-Year Global Fixed Income Fund; and

WHEREAS, the parties wish to further amend the Agreement in order to add the following Fund to the FOF Trust effective April 27, 2015:  AZL® MVP DFA Multi-Strategy Fund; and

WHEREAS, in order to effectuate the above changes, Appendix F to the Agreement must be amended.

NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:

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.


 
 

 



IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.


ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

By: /s/ Brian Muench
Name: _____________________________
Title: ______________________________
Date: ______________________________


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

By: /s/ Brian Muench
Name: _____________________________
Title: ______________________________
Date: ______________________________


THE BANK OF NEW YORK MELLON

By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________


 
 

 

 APPENDIX F
List of Funds
(as of 04/27/15)


ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

Fund Name
Status
   
AZL® BlackRock Capital Appreciation Fund
Opened 11/26/08
AZL® BlackRock Global Allocation Fund
Opened 01/11/12
AZL® Dreyfus Research Growth Fund formerly (formerly AZL® Dreyfus Equity Growth Fund)(formerly AZL Dreyfus Founders Equity Growth Fund)
Opened 11/26/08; name change 04/27/09; named changed 04/27/12
AZL® Enhanced Bond Index Fund
Opened 05/01/09
AZL® Federated Clover Small Value Fund (formerly AZL® Franklin Small Cap Value Fund)(AZL®  Columbia Small Cap Value merged)
Opened 11/26/08; name change 02/27/12; merger 11/27/13
AZL® Gateway Fund
Opened 04/30/10
AZL® Franklin Templeton Founding Strategy Plus Fund
Opened 10/26/09
AZL® International Index Fund
Opened 05/01/09
AZL® Invesco Equity and Income Fund (formerly AZL® Van Kampen Equity and Income Fund)
Opened 11/26/08; name change 05/02/11
AZL® Invesco Growth and Income Fund (formerly AZL® Van Kampen Growth and Income Fund)
Opened 11/26/08; name change 05/02/11
AZL® Invesco International Equity Fund (formerly AZL® AIM International Equity Fund)
Opened 11/26/08; name change 05/01/10
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)
Opened 11/26/08; name change 10/26/09; name change 06/01/10; name change 05/02/11
AZL® JPMorgan U.S. Equity Fund (formerly AZL® Oppenheimer Main Street Fund)
Opened 11/26/08; name change 01/26/09
AZL® MFS Investors Trust Fund (formerly AZL® Jennison 20/20 Focus Fund)
Opened 11/26/08; name change 10/26/09
AZL® MFS Mid Cap Value Fund (formerly AZL® Columbia Mid Cap Value Fund)
Opened 11/26/08; name change 01/24/14
AZL® MFS Value Fund (formerly AZL® Eaton Vance Large Cap Value Fund; formerly AZL Van Kampen Comstock Fund)
Opened 11/26/08; name change 10/26/09; name change 09/14/12
AZL® Mid Cap Index Fund
Opened 05/01/09
AZL® Money Market Fund
Opened 11/26/08
AZL®Morgan Stanley Global Real Estate Fund (formerly AZL® Van Kampen Global Real Estate Fund)
Opened 11/26/08; name change 06/01/10
AZL® Morgan Stanley Mid Cap Growth Fund (formerly AZL®Van Kampen Mid Cap Growth Fund)
Opened 11/26/08; name change 06/01/10
Fund Name
Status
AZL®Oppenheimer Discovery Fund (formerly AZL® Turner Quantitative Small Cap Growth Fund)
Opened 11/26/08; name change 02/27/12
AZL NFJ International Value Fund
Opened 05/01/09
AZL® Pyramis Core Bond Fund
Opened 08/31/12
AZL® Russell 1000 Growth Index Fund (formerly  AZL® Russell 1000 Growth Fund)
Opened 04/30/10; name change 01/17/11
AZL® Russell 1000 Value Index Fund (formerly AZL® Russell 1000 Value Fund)
Opened 04/30/10; name change 01/17/11
AZL® S&P 500 Index Fund
Opened 11/26/08
AZL® Schroder Emerging Markets Equity Fund
Opened 11/26/08
AZL® Small Cap Stock Index Fund
Opened 11/26/08
AZL® T. Rowe Price Capital Appreciation Fund (formerly AZL® Davis New York Venture Fund)(formerly AZL® David NY Venture Fund)
Opened 11/26/08; name change 04/27/12; name change 11/26/13
AZL® Wells Fargo Large Cap Growth Fund
Opened 04/28/14
AZL® Metwest Total Return Bond Fund
Opened 11/14/14
AZL® DFA Emerging Markets Core Equity Fund
Opened 04/27/15
AZL® DFA International Core Equity Fund
Opened 04/27/15
AZL® DFA U.S. Small Cap Fund
Opened 04/27/15
AZL® DFA U.S. Core Equity Fund
Opened 04/27/15
AZL® DFA Five-Year Global Fixed Income Fund
Opened 04/27/15


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Fund Name
Status
AZL® Balanced Index Strategy Fund
Opened 07/06/09
AZL® Growth Index Strategy Fund (formerly AZL®  Moderate Index Strategy Fund)
Opened 07/06/09
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 Conservative Fund (formerly AZL® Fusion Conservative fund)
Opened 10/26/09; name change 04/26/13
AZL® MVP Fusion Balanced Fund (formerly AZL® Fusion Balanced Fund)
Opened 11/26/2008; name change 04/26/13
AZL® MVP Fusion Growth Fund (formerly AZL® Fusion Growth Fund)
Opened 11/26/08; name change 04/26/13
AZL® MVP Fusion Moderate Fund (formerly AZL® Fusion Moderate Fund)
Opened 11/26/08; name change 04/26/13
AZL® MVP Growth Index Strategy Fund
Opened 01/11/12
AZL® MVP Invesco Equity and Income Fund
Opened 01/11/12
AZL® MVP T. Rowe Price Capital Appreciation Fund
Opened 01/10/14
AZL® MVP DFA Multi-Strategy Fund
Opened 04/27/15


 
 

 

 
 
 
 
 
 
 

 
EX-99.G2II 14 g2ii.htm SECURTIES LENDING AGMT AMENDMENT 4-24-15 g2ii.htm

AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT


THIS AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT (“Amendment”) is made effective as of the 24th day of April , 2015 (the “Effective Date”), by and between THE BANK OF NEW YORK MELLON, (the "Bank") and ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST (the “Client”), with respect to each of the funds identified on thereto, as amended, modified or supplemented from time to time (each a “Lender” and collectively the “Lenders”) and THE BANK OF NEW YORK MELLON (“Bank”).

WHEREAS, the Client and the Bank have entered into a certain Securities Lending Authorization Agreement dated as of March 14, 2011 (as amended, modified or supplemented from time to time, the “Agreement”); and

WHEREAS, the Client and the Bank desire to amend the Agreement in certain respects as hereinafter provided:

NOW, THEREFORE, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1.           The Agreement is hereby amended by deleting Attachment 1 therefrom in its entirety and substituting in lieu thereof a new Attachment 1 identical to that which is attached hereto as Exhibit A.

2.           Except as expressly amended hereby, all of the provisions of the Agreement shall continue in full force and effect; and are hereby ratified and confirmed in all respects.  Upon the effectiveness of this Amendment, all references in the Agreement to “this Agreement” (and all indirect references such as “herein”, “hereby”, “hereunder” and “hereof”) shall be deemed to refer to the Agreement as amended by this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.


THE BANK OF NEW YORK MELLON
 
 
 
By:                                                                
Name:
Title:
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 
 
By:  /s/ Brian Muench                                                              
Name:
Title:
 






 
 

 

EXHIBIT A

TO AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT

which Amendment is made and effective as of April 24, 2015, by and between by and between THE BANK OF NEW YORK MELLON (“Bank") and the ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST (the "Client").



ATTACHMENT 1
to
SECURITIES LENDING AUTHORIZATION AGREEMENT
dated March 14, 2011
by and between
THE BANK OF NEW YORK MELLON,  and ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST, the Client, on behalf of
various Funds identified therein (the “Agreement”)


LIST OF LENDERS


The following is the list of the “Lenders” referred to in the Securities Lending Authorization Agreement dated March 14, 2011, by and between THE BANK OF NEW YORK MELLON and ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST, as Client.


LIST OF FUNDS


 
Name of Fund
 
Taxpayer Identification Number
 
2312
AZL Morgan Stanley Mid Cap Growth Fund
31-1759338
2313
AZL MFS Value Fund
31-1759342
2314
AZL Invesco Growth and Income Fund
31-1759343
2316
AZL T Rowe Price Capital Appreciation Fund
31-1797022
2326
AZL Invesco International Equity Fund
03-0400198
2328
AZL Federated Clover Small Value Fund
04-3745947
2329
AZL JP Morgan International Opportunities
04-3745951
2330
AZL Columbia Small Cap Value Fund
20-0936615
2332
AZL JP Morgan US Equity Fund
20-0936448
2333
AZL Invesco Equity and Income Fund
20-0936268
2334
AZL MFS Investors Trust Fund
20-2547465
2335
AZL Blackrock Capital Appreciation Fund
20-2547532
2336
AZL Oppenheimer Discovery Fund
20-2547841
2338
AZL Morgan Stanley Global Real Estate Fund
20-4401716
2339
AZL MFS Mid Cap Value Fund
20-4401883
2340
AZL Schroder Emerging Markets Equity Fund
20-4402519
2345
AZL S&P 500 Index Fund
20-8823690
2346
AZL Small Cap Stock Index Fund
20-8824082
2372
AZL NFJ International Value Fund
26-4518597
2374
AZL Mid Cap Index Fund
26-4517801
2375
AZL International Index Fund
26-4517723
2376
AZL Enhanced Bond Index Fund
26-4517412
2377
AZL Russell 1000 Value Index Fund
27-2202907
2378
AZL Russell 1000 Growth Index Fund
27-2202980
2380
AZL Franklin Templeton Founding Strategy Plus Fund
(Multiple Sleeves)
26-4514799
2340
AZL Blackrock Global Allocation Fund
45-2969683
2432
AZL Pyramis Bond Fund
45-5393743
2433
AZL Wells Fargo Large Cap Growth Fund
46-4780432
2434
AZL Metwest Total Return Bond Fund
47-1946207
2439
AZL DFA Emerging Markets Core Equity Fund
47-1427689
2438
AZL DFA International Core Equity Fund
47-1447459
2437
AZL DFA U.S. Small Cap Fund
47-1459053
2436
AZL DFA U.S. Core Equity Fund
47-1480901
2440
AZL DFA Five-Year Global Fixed Income Fund
47-1490808











 
 

 

EX-99.H1I 15 h1i.htm CITI SERVICES AGMT AMENDMENT 4-1-15 h1i.htm

AMENDMENT TO
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
SERVICES AGREEMENT

AMENDMENT made as of April 1, 2015, between Allianz Variable Insurance Products Trust (the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider”), to that certain Services Agreement, dated January 1, 2015, between the Client and Service Provider (as amended and in effect on the date hereof, the “Agreement”).  All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS, pursuant to the Agreement, Service Provider performs certain services for the Funds;

WHEREAS, Service Provider and SunGard Investor Services LLC (“Purchaser”) intend to effect a transaction pursuant to that certain Transfer Agreement (the “Transfer Agreement”) entered into by and between an affiliate of Service Provider and SunGard Investment Systems, LLC, an affiliate of Purchaser;

WHEREAS, under the terms of the Transfer Agreement, Service Provider and certain of its affiliates will assign and transfer to Purchaser certain assets and liabilities related to Service Provider’s U.S. transfer agency business (the “Transaction”);

WHEREAS, in connection with the Transaction, Service Provider seeks to amend the Agreement to delete therefrom (i) those provisions that oblige Service Provider to provide Transfer Agency and ancillary services and (ii) those provisions related to the payment by the Client of fees and expenses related thereto.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and Service Provider hereby agree as follows:

1.  
Consent to the Transaction.  Client hereby consents to the Transaction.

2.  
Amendment to Schedule 2 (Services).  Appendix C (Transfer Agency Services) is hereby deleted from Schedule 2 of the Agreement.

3.  
Amendment to Schedule 4 (Fee Schedule).  The following Annual Per Unit fee is deleted from Section 1 of Schedule 4 (Fees) of the Agreement:

“Per Account (Open & Closed)                                                                $20.00”

The following is added to the end of Section 1 of Schedule 4 (Fees) of the Agreement:

WAIVER:

The Service Provider agrees to waive $150,000 per year from the asset-based fees set forth above.”

In addition, Item (vii) (Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review) and Item (ix) (Check and payment processing fees) of Section 2(B) are hereby deleted from Schedule 4 of the Agreement.

4.
Representations and Warranties.

(a)         The Client represents that it has full power and authority to enter into and perform this Amendment and that it has provided this Amendment to the Board.

(b)         Service Provider represents that it has full power and authority to enter into and perform this Amendment.

5.         Miscellaneous.

 (a)         This Amendment supplements and amends the Agreement.  The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

 (b)         Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment.  Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect.  No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

 (c)         Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

 (d)         This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.


 
Allianz Variable Insurance Products Trust

By:   /s/ Brian Muench                                                               

Name:   Brian J. Muench                                                               

Title:   President                                                               

Date: ______________________________


CITI FUND SERVICES OHIO, INC.


By:   /s/ Jay Martin

Name:    Jay Martin                                                               

Title:   President                                                               

Date:   3-16-15                                                               






EX-99.H1II 16 h1ii.htm TRANSFER AGENCY AGMT 4-1-15 h1ii.htm









TRANSFER AGENCY SERVICES AGREEMENT

ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

and

CITI FUND SERVICES OHIO, INC.

















 
 

 
 

 


TABLE OF CONTENTS


1.           DEFINITIONS

2. SERVICES AND RELATED TERMS AND CONDITIONS

3. INSTRUCTIONS

4. COMPLIANCE WITH LAWS; ADVICE

5. COMMUNICATIONS; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY

6. SCOPE OF RESPONSIBILITY

7. INDEMNITY

8. FEES AND EXPENSES

9. REPRESENTATIONS

10. TERM AND TERMINATION

11. GOVERNING LAW AND ARBITRATION

12. MISCELLANEOUS

_________________

Schedule 1                                Definitions

Schedule 2                                Services

Schedule 3                                Dependencies

Schedule 4                                Fees and Expenses

Schedule 5                                List of Funds


 
 

 


THIS TRANSFER AGENCY SERVICES AGREEMENT is made on April 1, 2015, by and between Allianz Variable Insurance Products Trust, a Delaware statutory trust, (the “Client”) and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the “Service Provider” and, with the Client, the “Parties”).

1.
DEFINITIONS

Schedu1e 1 contains capitalized terms that have the meanings set forth therein.  Other capitalized terms used but not defined in Schedule 1 will have the meanings set forth herein.

2.
SERVICES AND RELATED TERMS AND CONDITIONS

(A)  
Services.  The Services are described in Schedule 2 (the “Services Schedule”).  The Service Provider will perform the Services in accordance with and subject to the terms of this Agreement starting on the Effective Date and ending on the final day of the Term.  The Services will be provided only on Business Days, and any functions or duties normally scheduled to be performed on any day that is not a Business Day will be performed on, and as of, the next Business Day.

(B)  
Service Changes.  The Service Provider will be obliged to perform only those Services set forth in the Services Schedule.  The Service Provider will not be obliged to change the Services unless it has agreed to do so pursuant to an amendment to the Services Schedule.  The Service Provider will reasonably accommodate requests to change the Services that the Service Provider determines in good faith to be non-material taking into account the effort and costs required to effect the requested change; the Client recognizes that isolated requests for changes or adjustments, when combined with other such requests, may in the aggregate have a material effect.  Any change to the Services agreed by the Service Provider (a “Service Change”) will be set forth in an amendment to the Services Schedule signed by both Parties; each such amendment will specify (i) the timeline and dependencies, and the parties’ respective obligations, for implementing the Service Change and (ii) any implementation or additional ongoing fees and expenses that may be required to effect such Service Change.  The foregoing process is the “Change Control Process.”

(C)  
Provision of Information; Cooperation.  In order to permit the Service Provider to provide the Services, the Client agrees to provide, and to cause each other agent or current or immediately preceding service provider to the Client to provide, to the Service Provider the information (and in such reasonable medium) that the Service Provider may reasonably request in connection with the Services and this Agreement, including, without limitation, any Organic Documents, Offering Documents and Policies and Procedures of the Client and any amendments thereto.  Client requests to make a material change to the Services necessitated by a change to the Client’s Organic Documents, Offering Documents or such Policies and Procedures or a change in applicable Law will be effective only upon execution by the parties of an amendment to the Services Schedule, as contemplated by the Change Control Process.

(D)  
Dependencies.  Without prejudice to Section 6(B), the Service Provider will not be liable to the Client or any other Person for any failure to provide any Service in the following circumstances: (i) if any Dependency set forth in Schedule 3 is not met through no fault of the Service Provider; (ii) if the failure is at the written request or with the written consent of an Authorized Person; (iii) if any Law to which the Service Provider is subject prohibits or limits the performance of the Services; and/or (iv) if the failure results from a Force Majeure Event.

Notwithstanding the foregoing, the Service Provider will nevertheless use reasonable efforts to provide the Services while any of the circumstances specified in this Section 2(D) subsist, provided that the Client will reimburse the Service Provider for any extraordinary costs (relative to the costs that it would have incurred in the ordinary course of providing the Services, assuming such failure or inability had not so occurred) to the extent that they have been reasonably incurred or agreed in advance between the Parties.  For purposes hereof, “Force Majeure Event” means any event due to any cause beyond the reasonable control of the


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Service Provider or, as applicable, any Administrative Support Provider, such as unavailability of communications systems or pricing information, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government, or suspension or disruption of any relevant stock exchange or securities clearance system or market.  The Service Provider will use reasonable efforts to minimize the adverse effects to the Client of any Force Majeure Event.

(E)  
Information and Data Sources; Liability for Third Parties.  For purposes of this Agreement:

(i)  
as between the Client and the Service Provider, the Client is responsible for the accuracy and completeness of (A) the information contained in the Organic Documents, Offering Documents and any Policies and Procedures submitted to the Service Provider pursuant to Section 2(C) above and (B) any data submitted to the Service Provider for processing by the Client or its employees, agents and subcontractors (other than the Service Provider), general and limited partners (if any) and predecessor service providers, including information and data submitted by (1) any investment adviser providing services or acting for the benefit of the Client (“Investment Advisers”) or (2) any intermediaries or distributors, or their agents, acting for the benefit of the Client or its Customers (“Intermediaries”).  The Service Provider may charge the Client for additional work required to re-process any such incorrect data at its standard hourly rates or as set forth in the Fee Schedule;

(ii)  
Subject to Sections 2(D) and 6, the Service Provider is responsible for the accuracy and completeness of any data prepared and/or produced by the Service Provider or its employees, agents or subcontractors (other than Non-Discretionary Subcontractors);

(iii)  
the Service Provider will not be responsible for the errors or failures to act of, or the inaccuracy of any data supplied by, (A) securities pricing services, (B) clearance or settlement systems, (C) custodians that hold the assets of the Client or its Customers (“Custodians”), (D) any Persons specified in Section (E)(i) above, (E) any Persons who possess information about Client or its Customers reasonably necessary for the Service Provider to provide the Services and with whom the Service Provider is required to engage or contract in order to receive such information, including, without limitation, agents of Investment Advisers, Intermediaries, or Custodians; and (F) third parties engaged by the Service Provider at the request of the Client to provide services to or for the benefit of the Client or its Customers (“Non-Discretionary Subcontractors”), and such Persons will not be considered agents or subcontractors of the Service Provider for purposes of this Agreement; and
 
 
(iv)  
the Service Provider is permitted to appoint agents and subcontractors to perform any of the duties of the Service Provider under this Agreement (“Administrative Support Providers”).  The Service Provider will use reasonable care in the selection and continued appointment of Administrative Support Providers.

(F)  
Other Services and Activities.  The Client acknowledges that Service Provider and its affiliates may provide services, including administration, advisory, banking and lending, broker dealer and other financial services, to other Persons.  Because the Service Provider may be prohibited under applicable Law or contractually from disclosing to the Client any fact or thing that may come to the knowledge of the Service Provider or such affiliates in the course of providing such services, neither the Service Provider nor such affiliates will be required or expected under this Agreement to do so.  Subject to compliance with its confidentiality obligations hereunder, the Service Provider may acquire, hold or deal with, for its own account or for the account of other Persons, any shares or securities in which the Client is authorized to invest (for itself or its Customers), and the Service Provider will not be required to account to the Client for any profit arising therefrom.


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3.
INSTRUCTIONS

(A)
Medium of Transmission.  Instructions may be transmitted manually or through any electronic medium, as agreed by the Parties or, absent such agreement, consistent with the standards and practices of professionals for hire providing services similar to the Services in the jurisdiction in which the Service Provider performs services under this Agreement.

(B)
Security Procedures.  The Client will comply with reasonable security procedures designed by the Service Provider to verify the origination of Instructions (the “Security Procedures”).  The Service Provider’s sole obligation will be to comply with what is contained in the Security Procedures to establish the identity or authority of any Authorized Person to send any Instruction. The Service Provider is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client.  The Service Provider may act on an Instruction if it reasonably believes it contains sufficient information.

(C)
Requests for Instructions.  The Service Provider may request Instructions from an Authorized Person and may refuse to act if such refusal is permitted by this Agreement or otherwise reasonable under the circumstances, including when the Service Provider reasonably doubts the contents, authorization, origination or compliance with any Security Procedures or applicable Law of an Instruction, and will promptly notify the Client of its decision.

(D)
Reliance.  The Service Provider may rely on the authority of each Authorized Person until the Service Provider has received notice acceptable to it of any change from the Client or any other Authorized Person and the Service Provider has had a reasonable time to act (after which time it may rely on the change).  The Service Provider may assume that any Instruction does not conflict with any Law or the Organic Documents or Offering Documents applicable to the Client.

(E)
Cut Off Times.  The Service Provider is only obligated to act on Instructions received prior to applicable cut-off times on a Business Day.   Instructions are to be given in the English language unless the Service Provider otherwise agrees in writing.

(F)
Deemed Delivery Unless shown to have been received earlier, such notice, instruction or other instrument shall be deemed to have been delivered, in the case of personal delivery, at the time it is left at the premises of the Party, in the case of a registered letter at the expiration of five (5) business days after posting and, in the case of fax or electronic means, immediately on dispatch; provided that, if any document is sent by fax or electronic means outside normal business hours, it shall be deemed to have been received at the next time after delivery when normal business hours commence.  Evidence that the notice, instruction, or other instrument was properly addressed, stamped, and put into the post shall be conclusive evidence of posting.  In proving the service of notice sent by fax or electronic means it shall be sufficient to prove that the fax or electronic communication was properly transmitted.

4.
COMPLIANCE WITH LAWS; ADVICE

(A)
Compliance.  The Service Provider will comply in all material respects with all Laws that it is subject to.  The Client will comply in all material respects with all Laws applicable to the subject matter of the Services and the Client’s receipt of the Services.  The Service Provider will comply in all material respects with all Laws applicable to the subject matter of the Services to the extent set forth in the Services Schedule.  Nothing in this Agreement will oblige either Party to take any action that will breach any Law applicable to such Party, or to omit to take an action if such omission will breach any such Law.

(B)
No Fiduciary etc.  The Service Provider is not, under this Agreement, (i) acting as, and is not required to take any action that would require licensing or registration as, a fiduciary, an investment adviser, a certified public accountant, or a broker or dealer; or (ii) providing investment, legal or tax advice to the Client or any other Person or acting as the Fund’s independent accountants or auditors.


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(C)
Laws Applicable to the Client.  Except as specifically set forth in the Services Schedule, the Service Provider assumes no responsibility for compliance by the Client with any Laws applicable to the Client; and, notwithstanding any other provision of this Agreement to the contrary, the Service Provider assumes no responsibility for compliance by the Client or the Service Provider with the Laws of any jurisdiction other than those governing this Agreement, as described in Section 11(A) of this Agreement.

(D)
Advice of Experts.  About any matter related to the Services, the Service Provider may seek advice from counsel or independent accountants of its own choosing (who may provide such services to either Party).  The Service Provider will not be liable if it relies on advice of reputable counsel or independent accountants.

5.
COMMUNICATIONS; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY

(A)
Communications and Statements.  Communications, notices and invoices from the Service Provider may be sent or made available by electronic form and not in hard copy.  The Client will notify the Service Provider promptly in writing of anything incorrect in an invoice or periodic accounting or other report (a “Report”) and, in any case, within sixty (60) days from the date on which the Report is sent or made available to the Client.  Reports to which the Client has not objected within this time period will be deemed accepted by the Client.

(B)
Records and Access.  Subject to applicable Law, the Service Provider will allow the Client and its independent public accountants, agents or regulators reasonable access to and copies of those records of the Client maintained by the Service Provider and relating to the Services (“Client Records”) as are reasonably requested by the Client in connection with an examination of the books and records pertaining to the affairs of the Client, and will seek to obtain such access from each agent or subcontractor of the Service Provider that maintains Client Records.  Upon termination of this Agreement, the Service Provider will provide a copy of Client Records to the Client, as described in Section 10(C)(ii), and the Service Provider may retain archival copies of Client Records.

(C)
Confidentiality.  The Service Provider will maintain reasonable controls consistent with, and shall treat, all Confidential Information related to the Client as confidential. The Client, on behalf of itself and on behalf of its employees, agents, subcontractors and Customers, authorizes the transfer or disclosure of any Confidential Information relating to the Client to and between the subsidiaries, representative offices, affiliates and Administrative Support Providers of the Service Provider and third parties selected by any of them, wherever situated, for confidential use in connection with the provision of the Services (including for data processing, statistical and risk analysis purposes), and further acknowledges that any such subsidiary, representative office, affiliate, agent or third party may transfer or disclose any such information (i) to the applicable Customer and the Customer’s accountants, (ii) to the Client’s Investment Advisers, Intermediaries, Custodians and other service providers, (iii) to the Client’s tax authorities and applicable regulators incident to the delivery of any tax filing or reporting services provided under this Agreement, and (iv) as required by any Governmental Authority or pursuant to applicable Law.

(D)
Proprietary Information.

 
(i)
The Client acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by the Service Provider and/or its affiliates or Administrative Support Provider constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Service Provider or each such third party.  The Client agrees to treat all Proprietary Information as proprietary to the Service Provider or such third parties and further agrees that it will not divulge any Proprietary Information or Confidential Information related to Service Provider Organization to any Person or organization or use such information for any purpose, except to receive the Services or as may be specifically permitted under this Agreement or as required under applicable Law. To whatever extent


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necessary to carry out its business, the Client is permitted to divulge Proprietary Information and Confidential Information to its trustees, officers, employees, agents, consultants, Investment Adviser, subadvisers, Custodian, distributor, Customers, and to any Governmental Authority, and otherwise as may be required by any applicable Law.

 
(ii)
Without limitation of the obligations of the Service Provider under Section 5(C), the Service Provider acknowledges that any Customer list and all information related to Customers furnished to or maintained by the Service Provider in connection with this Agreement (collectively, “Customer Data”), the unique investment methods utilized by a Client (“Investment Methods”) and the identities of the portfolio holdings at any time and from time to time of the Client (“Portfolio Data”) constitute proprietary information of substantial value to the Client.  The Service Provider agrees to treat, and to require its employees and Administrative Support Providers to treat, all Customer Data, Investment Methods and Portfolio Data as proprietary to the Client and further agrees that it will not divulge any Customer Data, Investment Methods or Portfolio Data to any Person or organization without the Client’s written consent, except as may be specifically permitted under this Agreement.

(E)
Use of Name.  Without the written consent of the Client, the Service Provider may use the name of the Client only (A) to sign any necessary letters or other documents for and on behalf of the Client incident to the delivery of the Services and (B) in client lists used for marketing purposes.  Subject to the foregoing, neither Party will publicly display the name, trade mark or service mark of the other without the prior written approval of the other, nor will the Client display that of the Service Provider or any subsidiary of the Service Provider without prior written approval from the Service Provider or the subsidiary concerned or as required under applicable Law.

(F)
Communications to Customers.  Except to the extent required under applicable Law, without the written approval of the Service Provider, the Client will not use the name of the Service Provider or describe the Services or the terms or conditions of this Agreement in any communication or document intended for distribution to any Customer in connection with the offering or sale by the Client of securities, products or services (an “Offering Document”); nor will the Client amend any such references to the Service Provider or the terms or conditions of this Agreement in any Offering Document that has been previously approved by the Service Provider without the Service Provider’s written approval.  The Service Provider will not unreasonably withhold, condition or delay any of the foregoing requested approvals.   If the Services include the distribution by the Service Provider of notices or statements to Customers, the Service Provider may, upon advance notice to the Client, include reasonable notices describing those terms of this Agreement relating to the Service Provider and its liability and the limitations thereon; if Customer notices are not sent by the Service Provider but rather by the Client or some other Person, the Client will reasonably cooperate with any request by Service Provider to include such notices.

(G)
Privacy.  Service Provider acknowledges that certain information made available to it hereunder may be deemed nonpublic personal information under the Gramm-Leach-Bliley Act, other U.S. or state privacy laws and the rules and regulations promulgated thereunder (collectively, the “Privacy Laws”).  Service Provider agrees: (i) not to disclose or use such information except as required to carry out Service Provider's duties under this Agreement or as otherwise permitted by law in its ordinary course of business, (ii) to establish and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of such nonpublic personal information and (iii) to comply with such Privacy Laws.

6.
SCOPE OF RESPONSIBILITY.

(A)
Standard of Care.  The Service Provider will perform its obligations with reasonable care as determined in accordance with the standards and practices of professionals for hire providing services similar to the Services in the jurisdiction(s) in which the Service Provider performs services under this Agreement (the “Standard of Care”).  The Service Provider will cause each Administrative Support Provider to perform with reasonable care as determined in accordance with such standards.


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(B)
Responsibility for Losses. Notwithstanding any other provision of this Agreement to the contrary (including Section 6(A)), (i) the Service Provider will not be liable to the Client for any damages or losses save for those resulting from the willful default, fraud or gross negligence of the Service Provider or any Administrative Support Provider, and (ii) the Service Provider’s liability will be subject to the limitations set forth below.

(C)
Limitations on Liability.

 
(i)
The Service Provider is responsible for the performance of only those duties as are expressly set forth herein and in the Services Schedule.  The Service Provider will have no implied duties or obligations.  Each Party shall mitigate damages for which the other Party may become responsible hereunder.

 
(ii)
The Client understands and agrees that (i) the obligations and duties of the Service Provider in this Agreement are not obligations or duties of any other member of the Service Provider Organization and (ii) the rights of the Client with respect to the Service Provider extend only to the Service Provider and, except as provided by applicable Law, or as otherwise provided in this Agreement, do not extend to any other member of the Service Provider Organization.

 
(iii)
Except as provided in this Agreement with regard to Administrative Support Providers, the Service Provider is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any Investment Advisers, Custodians, Intermediaries, Non-Discretionary Subcontractors or any other Person described in Section 2(E)(iii), provided, however, the Service Provider is subject to the Standard of Care with respect to the selection and supervision of Administrative Support Providers.

 
(iv)
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE CLIENT OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT.  SERVICE PROVIDER DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.

 
(v)
Notwithstanding anything in this Agreement to the contrary, the cumulative liability of Service Provider to the Client for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to Service Provider under this Agreement, including what was paid for transfer agency services under the prior Amended and Restated Services Agreement between the Parties dated November 1, 2006, as amended, during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred, provided, however, that this limitation shall not apply in the case of willful default, fraud or gross negligence of the Service Provider or any Administrative Support Provider.

(D)
MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES.

EXCEPT FOR ANY LIQUIDATED DAMAGES AGREED BY THE PARTIES RELATED TO AN UNEXCUSED TERMINATION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, REVENUE OR ANTICIPATED SAVINGS, IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE RELEVANT LOSS WAS FORESEEABLE, OR THE PARTY


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WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR THAT SUCH LOSS WAS IN CONTEMPLATION OF THE OTHER PARTY.

7.
INDEMNITY.

(A)
Indemnity by the Client.  The Client will indemnify the Service Provider, its affiliates and its and their respective officers, directors, employees and representatives (each, an “Indemnitee”)  for, and will defend and hold each Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Service Provider or such person in any action or proceeding between the Service Provider and the Client or between the Service Provider and any third party arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Service Provider in connection with or arising out of the following:

 
(i)
this Agreement, except any Loss resulting from the willful default, fraud or gross negligence of the Service Provider or any Administrative Support Provider, in each case in connection with the Services; or

 
(ii)
any alleged untrue statement of a material fact contained in any Offering Document of the Client or arising out of or based upon any alleged omission to state a material fact required to be stated in any Offering Document or necessary to make the statements in any Offering Document not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Client by the Service Provider or any Administrative Support Provider specifically for use in the Offering Document.

(B)
Notification, Participation; Indemnitor Consent.  Upon the assertion of a claim for which the Client may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client of such assertion, and will keep the Client advised with respect to all developments concerning such claim.  The Client will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee.  The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Client may be required to indemnify it except with the Client’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A) hereof, in the event the Indemnitee has not secured such consent the Client will have no obligation to indemnify the Indemnitee.

8.
FEES AND EXPENSES

(A)
Fee Schedule.  The Client will pay all fees, expenses, charges and obligations incurred from time to time in relation to the Services in accordance with the terms of Schedule 4 (the “Fee Schedule”), together with any other amounts payable to the Service Provider under this Agreement.  For the avoidance of doubt, the Service Provider will not be responsible for the fees or expenses of, and the Client will reimburse the Service Provider for any advances or payments made by the Service Provider for the benefit of the Client incident to the proper performance of the Services to, any Investment Adviser, Custodian, Non-Discretionary Subcontractor, Intermediary or any other Person listed or described in the Fee Schedule.

(B)
Taxes. The Service Provider shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed on any basis whatsoever in connection with the Client or any Customer, excluding taxes, if any, assessed against the Service Provider related to its income or assets.  The foregoing clause is subject to any more detailed provisions related to sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes related to the Services or this Agreement set forth in the Fee Schedule (if any).
 
9.
REPRESENTATIONS


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(A)
General.  The Client and the Service Provider each represents at the date this Agreement is entered into and any Service is used or provided that:

 
(i)
It is duly organized and in good standing in every jurisdiction where it is required so to be;

 
(ii)
It has the power and authority to sign and to perform its obligations under this Agreement;

 
(iii)
This Agreement is duly authorized and signed and is its legal, valid and binding obligation, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties generally;

 
(iv)
Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;

 
(v)
Any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and

 
(vi)
Its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.

(B)
Client.  The Client also represents at the date this Agreement is entered into and any Service is used or provided that:

 
(i)
Where it acts as an agent on behalf of any of its own Customers, whether or not expressly identified to the Service Provider from time to time, any such Customers will not be customers or indirect customers of the Service Provider;

 
(ii)
It has not relied on any oral or written representation made by the Service Provider or any person on its behalf other than those contained in this Agreement;

 
(iii)
Client’s decision to retain the Service Provider is not conditioned on or influenced by the amount of assets that any affiliate of the Service Provider or any customers of the Service Provider or such affiliates may from time to time invest in or through the Client; and

 
(iv)
This Agreement has been presented to, reviewed and approved by the Board of Directors or Trustees of the Funds (collectively, the “Board”).

(C)
Service Provider.  The Service Provider also represents at the date this Agreement is entered into and any Service is used or provided:

 
(i)
it has commercially reasonable data security and business continuity controls and plans; and

 
(ii)
it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.

10.
TERM AND TERMINATION

(A)  
Term.  This Agreement will begin on the Effective Date and have an initial term of three years from the Effective Date (the “Initial Term”).  Thereafter, unless otherwise terminated pursuant to Section 10(B), this Agreement shall be renewed automatically for successive one year periods (“Rollover Periods”).


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(B)  
Termination.  Subject to Section 10(C):

(i)  
The Client may terminate this Agreement at any time, for any reason, upon written notice to the Service Provider, with Liquidated Damages due as set forth in Section 10(C)(i).
 
(ii)  
Either Party may terminate this Agreement for any reason, by provision of a written notice of non-renewal provided at least 90 days prior to the end of the Initial Term or any Rollover Period (which notice of non-renewal will cause this Agreement to terminate as of the end of the Initial Term or such Rollover Period, as applicable).

(iii)  
Either Party may terminate this Agreement with cause on at least thirty (30) days’ written notice to the other Party if the other Party has materially breached any of its obligations hereunder; provided, however, that (i) the termination notice will describe the breach; (ii) no such termination will be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party has reasonably cured such breach; and (iii) subject to applicable Law, no such thirty (30) day notice period shall be required in the event the other Party is insolvent or has submitted a voluntary petition for administration.

(iv)  
This Agreement may be further terminated with cause by either Party immediately upon written notice to the other Party in the event of:

 
(a)
the winding up of or the appointment of an examiner or receiver or liquidator to the other Party or on the happening of a like event whether at the direction of an appropriate regulatory agency or court of competent jurisdiction or otherwise; or

 
(b)
the other Party no longer being permitted or able to perform its obligations under this Agreement pursuant to applicable law or regulation.

(C)
Termination-related Obligations.  Related to termination of this Agreement:

 
(i)
If the Client has terminated this Agreement without cause during the Initial Term or any Rollover Period, the Client will make a one-time cash payment to Service Provider, as liquidated damages for such default, in an amount equal to the balance that would be due Service Provider for its services under this Agreement during the lesser of (x) the balance of the Initial Term or any applicable Rollover Period, as the case may be, or (y) 12 months, assuming for purposes of the calculation of the one-time payment that the fees that would be earned by Service Provider for each month would be based upon the average fees payable to Service Provider monthly during the 12 months before the date of termination (“Liquidated Damages”).  In the event that the Client is, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by Service Provider pursuant to this Agreement, the liquidated damages provision set forth above will apply, and will be adjusted ratably if any of the events described above is partial.  Any Liquidated Damages amount payable to Service Provider will be payable on or before the date of termination.  Inasmuch as a default by Client will cause substantial damages to Service Provider and because of the difficulty of estimating the damages that will result, the Parties agree that the Liquidated Damages is a reasonable forecast of probable actual loss to Service Provider and that this sum is agreed to as liquidated damages and not as a penalty.

 
(ii)
Upon any termination, for whatever reason, the Service Provider will, at the expense and direction of the Client, transfer to the Client or any successor service provider(s) to the Client copies of all Client Records, subject to the payment by the Client of unpaid and undisputed amounts due to the Service Provider hereunder, including any Liquidated Damages.  If by the termination date the Client has not given Instructions to deliver the Client Records, the Service Provider will keep the Client Records for


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up to twelve calendar months until the Client provides Instructions to deliver the Client Records, provided that the Service Provider will be entitled to receive from the Client then-standard fees for maintaining the Client Records, including costs associated with administration of the records.  Service Provider shall be entitled to destroy the Client Records if: (a) Client has not given Instructions to deliver the Client Records at the end of twelve calendar months after termination or (b) if Client has not paid fees for maintaining such Client Records within thirty days of notice of such unpaid fees.  The Service Provider will provide no other services to or for the benefit of the Client or any successor service provider in connection with the termination or expiration of this Agreement unless specifically agreed in writing by the Service Provider or as set forth in the Services Schedule.

(D)
Surviving Terms.  The rights and obligations contained in Sections 2(D), 2(E), 5(A), 5(C)-(F), 6-8, and 10-12 of this Agreement will survive the termination of this Agreement.

11.
GOVERNING LAW AND ARBITRATION

(A)
Governing Law.  This Agreement will be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”). To the extent that the applicable laws of the State of New York, or any provisions in this Agreement, conflict with the applicable provisions of the 1940 Act, the provisions of the 1940 Act shall prevail.

(B)
Arbitration.  To the extent permitted by applicable law, each Party agrees that any controversy arising out of or relating to this Agreement or the Services provided hereunder, shall be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.  Should any dispute be arbitrated, judgment upon any award rendered by the arbitrator(s) in such proceeding may be entered in any in, any state or federal court of competent jurisdiction located in the Borough of Manhattan, New York City.

(C)
Sovereign Immunity.  The Client and the Service Provider each irrevocably waives, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or similar grounds in respect of its obligations under this Agreement.

12.
MISCELLANEOUS

(A)
Entire Agreement; Amendments.  This Agreement consists exclusively of this document together with any schedules and supersedes any prior agreement related to the subject matter hereof, whether oral or written. In case of inconsistency between the terms of this Agreement and the terms of any Schedule, appendix of exhibit hereto, the terms of this Agreement will prevail, provided that in the case of an inconsistency between this Agreement and the Service Schedule, the terms of the Service Schedule will prevail.   Except as specified in this Agreement, this Agreement may only be modified by written agreement of the Client and the Service Provider.  For the avoidance of doubt, this Agreement does not supersede or amend that Services Agreement or that PFO Services Agreement between the Client and Citi Fund Services Ohio, Inc., each dated as of January 1, 2015.

(B)
Severability.  If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any applicable law, the remaining provisions will remain in full force and effect (as will that provision under any other law).

(C)
Waiver of Rights.  Subject to Section 5(A), no failure or delay of the Client or the Service Provider in exercising any right or remedy under this Agreement will constitute a waiver of that right.  Any waiver of any right will be limited to the specific instance.  The exclusion or omission of any provision or term from this Agreement will not be deemed to be a waiver of any right or remedy the Client or the Service Provider may have under applicable law.


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(D)
Recordings.  The Client and the Service Provider consent to telephonic or electronic recordings for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with this Agreement.

(E)
Assignment.  No Party may assign any of its rights or obligations under this Agreement without the other’s prior written consent, which consent will not be unreasonably withheld or delayed; provided that the Service Provider may make such assignment to a subsidiary or affiliate. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Service Provider may assign and delegate its rights and obligations under this Agreement to SunGard Investor Services LLC, a Delaware limited liability company, or any of its affiliates (collectively, “SunGard”) subject to and effective upon the closing of the transfer by the Service Provider and affiliates of the Service Provider of the Service Provider’s U.S. transfer agency business (the “Transaction”), as contemplated by that certain Transfer Agreement dated as of December 19, 2014, by and between an affiliate of the Service Provider and SunGard.  The Service Provider will give the Client not less than five (5) business days’ notice of the intended effective time of the Transaction (the “Effective Time”).   In connection with such assignment, the Client agrees (on behalf of itself and its affiliates) (i) that SunGard shall have no liability or obligation arising out of or in connection with this Agreement for any action or omission of the Service Provider or any of its affiliates relating to or occurring at any time prior to the Effective Time; and (ii) the Service Provider shall have no liability or obligation arising out of or in connection with this Agreement for any action or omission of SunGard or any of its affiliates relating to or occurring at any time after the Effective Time.

(F)
Headings.  Titles to Sections of this Agreement are included for convenience of reference only and will be disregarded in construing the language contained in this Agreement.

(G)
Counterparts.  This Agreement may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.

(H)  
Third Party Beneficiaries or Joint Venture.  There are no third party beneficiaries to this Agreement.  This Agreement does not create a joint venture or partnership between the Parties.

(I)  
Certain Communications.  The Client hereby acknowledges that it has requested the delivery of Reports, Client Records and other information processed and/or maintained by the Service Provider hereunder in an unencrypted manner and accepts the risk that such delivery means may expose such information to disclosure through media and hardware that are not within the control of the Service Provider during the delivery process.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.


Citi Fund Services Ohio, Inc.
Allianz Variable Insurance Products Trust



By:  /s/ Jay Martin                                                        By:  /s/ Brian Muench                                                



Name:  Jay Martin                                                        Name:  Brian Muench                                                



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Title:   President                                                        Title:   President                                                



Date:   3-18-15                                                        Date:   February 19, 2015 




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Schedule 1 to Services Agreement

Definitions

Administrative Support Provider” has the meaning set forth in Section 2(E)(iv) of the Agreement.
 
affiliate” means, with respect to any Person, any other Person that is controlled by, controls, or is under common control with such Person; for purposes hereof, “control” of a Person means (i) ownership of, or possession of the right to vote, more than 25% of the outstanding voting equity of that person or (ii) the right to control the appointment of the board of directors, management or executive officers of that person.  Notwithstanding the foregoing, the U.S. Government shall not be deemed to be an affiliate of Service Provider.
 
Business Day” means any day on which the NYSE is open for business.
 
Agreement” means the Services Agreement to which this Schedule 1 is attached and any appendices and schedules attached hereto, in each case as they may be amended from time to time.
 
Authorized Person” means the Client or any Person authorized by the Client to act on its behalf in the performance of any act, discretion or duty under the Agreement (including, for the avoidance of doubt, any officer or employee of such Person) in a notice reasonably acceptable to the Service Provider.
 
Change Control Process” has the meaning set forth in Section 2(B) of the Agreement.
 
Client Records” has the meaning set forth in Section 5(B) of the Agreement.
 
Client” has the meaning set forth in the preamble to this Agreement and includes successors-in-interest; unless the context will require otherwise.
 
Confidential Information” includes all tangible and intangible information and materials being disclosed in connection with this Agreement by one of the Parties (“Disclosing Party”) to the other Party (“Receiving Party”), in any form or medium (and without regard to whether the information is owned by a Party or by a third party), that satisfy at least one of the following criteria:

(i)           information related to the Disclosing Party’s, its affiliates’ or its third party licensors’ or vendors’ trade secrets, customers, business plans, strategies, forecasts or forecast assumptions, operations, methods of doing business, records, finances, assets, Proprietary Information, technology, software, systems data or other proprietary or confidential business or technical information;

(ii)           information designated as confidential in writing by the Disclosing Party or information that the Receiving Party should reasonably know to be information that is of a confidential or proprietary nature; or

(iii)           any information derived from, or developed by reference to or use of, any information described in the preceding clauses (i) and (ii).

provided, however, that, notwithstanding the foregoing, the following will not be considered Confidential Information: (A) information that is disclosed to the Receiving Party without any obligation of confidentiality by a third person who has a right to make such disclosure; (B) information that is or becomes publicly known without violation of this Agreement by the Receiving Party; or (C) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information.
 
 “Custodian” has the meaning set forth in Section 2(E)(iii) of the Agreement.
 
Customer Data” has the meaning set forth in Section 5(D)(ii) of the Agreement.
 
“Customer” means any Person to whom the Client sells, directly or indirectly, securities, products or services the sale or servicing of which are supported by the Services provided under the Agreement.
 
Dependencies” has the meaning set forth in Schedule 3 to the Agreement.
 
Effective Date” means the date first set forth on page 1 of the Agreement.
 


Schedule 1 to Services Agreement
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Fee Schedule” means Schedule 4 to the Agreement.
 
Force Majeure Event” has the meaning set forth in Section 2(D) of the Agreement.
 
Governmental Authority” means any regulatory agency, court, other governmental body or self-regulatory agency with jurisdiction over a Party.
 
Indemnitee” has the meaning set forth in Section 7(A) of the Agreement
 
Initial Term” has the meaning set forth in Section 10(A) of the Agreement.
 
Instructions means any and all instructions (including approvals, consents and notices) received by the Service Provider from, or reasonably believed by the Service Provider to be from, any Authorized Person, including any instructions communicated through any manual or electronic medium or system agreed between the Client and the Service Provider.
 
Intermediary” has the meaning set forth in Section 2(E)(i) of the Agreement.
 
Investment Adviser” has the meaning set forth in Section 2(E)(i) of the Agreement.
 
Investment Methods” has the meaning set forth in Section 5(D)(ii) of the Agreement.
 
Laws” means any statutes, rules and regulations of any governmental authority and applicable judicial or regulatory interpretations thereof.
 
Liquidated Damages” has the meaning set forth in Section 10(C)(i) of the Agreement.
 
Loss” has the meaning set forth in Section 7 of the Agreement.
 
Non-Discretionary Subcontractors” has the meaning set forth in Section 2(E)(iii) of the Agreement.
 
Offering Document” has the meaning set forth in Section 5(F) of the Agreement.
 
Organic Documents” means, for any incorporated or unincorporated entity, the documents pursuant to which the entity was formed as a legal entity, as such documents may be amended from time to time.
 
Parties” means the Client and the Service Provider.
 
Person” means any natural person or incorporated or unincorporated entity.
 
Policies and Procedures” means the written policies and procedures of the Client in any way related to the Services, including any such policies and procedures contained in the Organic Documents and the Offering Documents.
 
Portfolio Data” has the meaning set forth in Section 5(D)(ii) of the Agreement.
 
Proprietary Information” has the meaning set forth in Section 5(D)(i) of the Agreement.
 
Report” has the meaning set forth in Section 5(A) of the Agreement.
 
Rollover Periods” has the meaning set forth in Section 10(A) of the Agreement.
 
Security Procedures” has the meaning set forth in Section 3(B) of the Agreement.
 
Service Change” has the meaning set forth in Section 2(B) of the Agreement.
 
Service Provider” has the meaning set forth in the preamble to this Agreement and includes successors-in-interest.
 
Service Provider Organization” means Service Provider’s ultimate parent and any company or other entity of which Service Provider’s ultimate parent is directly or indirectly a shareholder, member or owner.  For purposes of this Agreement, each branch of Service Provider’s ultimate parent will be a separate member of the Service Provider Organization.
 
Services Schedule” means Schedule 2 to the Agreement.
 


Schedule 1 to Services Agreement
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Services” means the services set forth in Schedule 2 to the Agreement.
 
Standard of Care” has the meaning set forth in Section 6(A) of the Agreement.
 
Term” means the period between the Effective Date and the date this Agreement is terminated.


Schedule 1 to Services Agreement
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Schedule 2 to Services Agreement -- Services
Transfer Agency Services

I.         Services

1.  
Shareholder Transactions
 
(a)  
Process shareholder purchase and redemption orders.
 
(b)  
Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions.
 
(c)  
Issue confirmations for purchases, redemptions and other confirmable transactions.
 
(d)  
Issue periodic statements for shareholders.
 
(e)  
Process transfers and exchanges.
 
(f)  
Process dividend payments, including the purchase of new shares, through dividend reimbursement.
 
(g)  
Where applicable, process redemption fee as stated in the Fund Prospectus.
 
(h)  
Provide personnel to respond to telephone inquiries from shareholders and prospective shareholders.
 

2.  
Shareholder Information Services
 
(a)  
Produce detailed history of transactions through duplicate or special order statements upon request.
 
(b)  
Provide mailing labels for distribution of financial reports, prospectuses, proxy statements or marketing material to current shareholders, upon request.
 

3.  
Compliance Reporting
 
(a)  
Provide reports to the Securities and Exchange Commission and the states in which the Fund is registered.
 
(b)  
Prepare and distribute appropriate Internal Revenue Service forms for corresponding Fund and shareholder income and capital gains.
 
(c)  
Issue tax withholding reports to the Internal Revenue Service.
 

4.  
Dealer/Load Processing (if applicable)
 
(a)  
Where appropriate information is provided, process purchases made under the rights of accumulation or a Letter of Intent privileges at the appropriate breakpoint.
 
(b)  
Calculate fees due under 12b-1 plans for distribution and marketing expenses.
 
(c)  
Provide for payment of commission on direct shareholder purchases in a load fund.
 

5.  
Shareholder Account Maintenance
 
(a)  
Maintain all shareholder records for each account in the Client.
 
(b)  
Issue customer statements on scheduled cycle, providing duplicate second and third party copies if required.
 
(c)  
Record shareholder account information changes.
 
(d)  
Maintain account documentation files for each shareholder.
 


Schedule 2 to Services Agreement
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(e)  
 
 

6.  
Anti-Money Laundering Services
 
In each case consistent with and as required or permitted by the written anti-money laundering program (“AML Program”) of the Client:
(a)  
Where appropriate and information is available, take reasonable measures to verify shareholder identity upon opening new accounts.
 
(b)  
Monitor, identify and report shareholder transactions and identify and report suspicious activities that are required to be so identified and reported, and provide other required information to the SEC, the U.S. Treasury Department, the Internal Revenue Service or each agency’s designated agent.
 
(c)  
Place holds on transactions in shareholder accounts or freeze assets in shareholder accounts.
 
(d)  
Maintain records or other documentation related to shareholder accounts and transactions that are required to be prepared and maintained pursuant to the Client’s AML Program, and make the same available the Client, the individual appointed as the Client’s anti-money laundering compliance officer (“AML Compliance Officer”), the Client’s auditors and regulatory or law enforcement authorities.
 
(e)  
Review Shareholder names against lists of suspected terrorist and terrorist organizations supplied by various governmental organizations, such as the Office of Foreign Asset Control.
 

II.         Notes and Conditions Related to Transfer Agency Services
 
 
1.
The Client shall establish in its name any bank accounts, including direct deposit account(s), settlement accounts, etc., necessary or appropriate for Service Provider to perform the transfer agency services provided hereunder.  The Client shall also obtain overdraft (daylight and overnight) facilities and other services with respect to the accounts as it deems appropriate to effect shareholder, NSCC and custody settlement.  The Client grants Service Provider, as the Client’s agent, the power and authority to facilitate the set-up of such accounts on behalf of the Client with such bank or banks as are acceptable to the Client.  In addition, the Client authorizes Service Provider, who may appoint its employees, to instruct the bank(s) and the Custodian regarding the movement of money into, out of and between the Client’s accounts and shall provide such bank or banks with all instructions and authorizations necessary for Service Provider to effect such money movements.

2.
Service Provider may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Client about the legality and validity of the issuance.

3.
Shares shall be issued in accordance with the terms of a Fund’s or Class’ Prospectus after Service Provider or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the Client’s Procedures, Service Provider’s operational procedures and/or Service Provider’s AML Program:

(i)           (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or

(ii)           the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary.

4.
If the Client fails to settle any trade of Shares (a “settlement failure”) transacted over the FundServ network maintained by the National Securities Clearing Corporation (“NSCC”), the Client shall, prior to one hour


Schedule 2 to Services Agreement
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before the next settlement of Shares, (i) notify Service Provider about the settlement failure and (ii) provide Service Provider with a description of the specific remedial and prospective actions proposed to be taken by the Client in order to remedy such settlement failure and avoid any settlement failures in the future (a “remediation plan”).  If (i) the Client fails to notify Service Provider about a settlement failure on a timely basis and (ii) the Client fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Service Provider's reasonable opinion), then, upon written notice to the Client, Service Provider may terminate the performance of any NSCC services rendered to the Client hereunder immediately and without penalty.

5.
If Service Provider is or, in Service Provider’s reasonable opinion, Service Provider may be subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an “NSCC sanction”) as a result of the activities of the Client or its respective agents, then Service Provider may, in its sole discretion, demand, in writing, that the Client provide Service Provider with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction.  If the Client does not, within seven (7) days of such demand provide adequate assurances satisfactory to Service Provider in response to any NSCC sanction, then, upon written notice to the Client, Service Provider may terminate the performance of any NSCC related services rendered to the Client under this Agreement immediately and without penalty.

6.
Notwithstanding the foregoing, Service Provider may terminate the performance of any NSCC related services rendered to the Client under this Agreement immediately and without penalty upon written notice to the Client if Service Provider is subject to more than one NSCC sanction by the NSCC during the term of this Agreement.

7.
The Client acknowledges receipt of a copy of Service Provider’s policy related to the acceptance of trades for prior day processing (the “Service Provider As-of Trading Policy”). Service Provider may amend Service Provider As-of Trading Policy from time to time in its sole discretion, but will provide notice to the Client of such amendment.  Service Provider may apply Service Provider As-of Trading Policy whenever applicable, unless Service Provider agrees in writing to process trades according to such other as-of trading policy as may be adopted by the Client and furnished to Service Provider by the Client.

8.
The Client acknowledges and agrees that deviations requested by the Client from Service Provider’s written transfer agent compliance procedures (“Exceptions”) may involve operational and compliance risks, including a substantial risk of loss.  Service Provider may in its sole discretion determine whether to permit an Exception.  Exceptions must be requested in writing and shall be deemed to remain effective until the Client revokes the Exception request in writing.  Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Service Provider acts in good faith, Service Provider shall have no liability for any loss, liability, expenses or damages to the Client or any Shareholder resulting from such an Exception.

9.
Client represents and warrants that:
 
(a)
(i) by virtue of its Charter, Shares that are redeemed by the Client may be resold by the Client and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act.
 
 
(b)
(i) The Client has adopted the AML Program, which has been provided to Service Provider and the Client’s AML Compliance Officer,  (ii) the AML Program has been reasonably designed to facilitate Compliance by the Client with applicable anti-money laundering Laws and regulations (collectively, the “Applicable AML Laws”) in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to Service Provider, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Client will submit any material amendments to the AML Program to Service Provider for Service Provider’s review and consent prior to adoption.
 


Schedule 2 to Services Agreement
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10.
Service Provider shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares.

11.           The Client hereby acknowledges and consents to the Service Provider processing redemptions of Shares of the Client's money market Funds (or any Funds using amortized cost to maintain a stable net asset value) received in good order throughout each Business Day using a net asset value of $1.00 per Share and releasing redemption wires for the proceeds of such redemptions prior to the Fund's stated valuation time.  The Client will hold the Service Provider harmless from any losses incurred by the Client which are caused by such redemptions being processed at an anticipated net asset value of $1.00 per Share. 

 

 



Schedule 2 to Services Agreement
Page

 
 

 


Schedule 3 to Services Agreement

Dependencies

The Service Provider’s delivery of the Services is dependent upon:
 
(A)
The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing information and, as applicable, Instructions to the Service Provider promptly, accurately and in agreed formats and by agreed media.
 
(B)
The Client and its employees, agents, subcontractors and predecessor service providers cooperating where reasonably required with the Service Provider.
 
(C)
The communications systems operated by the Client and third parties (other than Administrative Support Providers) in respect of activities that interface with the Services remaining fully operational.
 
(D)
The authority, accuracy, truth and completeness of any information or data provided by the Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) that is reasonably requested by the Service Provider or is otherwise provided to the Service Provider by Persons for whom the Service Provider is not responsible under the Agreement.
 
(E)
The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing the Service Provider with any reasonable assistance and cooperation requested by the Service Provider in connection with the management and resolution of discrepancies requiring escalation between the Parties.
 
(F)
The Client informing the Service Provider on a timely basis of any modification to, or replacement of, any agreement to which it is a party that is relevant to the provision of the Services.
 
(G)
The Client and any third parties that are not the agents or employees of the Service Provider meeting their respective responsibilities, as set forth in the Agreement and, with respect to such third parties, as listed in the Services Schedule or agreed by the Client or such third parties from time to time, including applicable cut-off times.
 

 


Schedule 3 to Services Agreement
Page

 
 

 

Schedule 4 to Services Agreement

Fee Schedule

1.           FEES

The Client shall pay the following fees to Service Provider as compensation for the Services rendered hereunder.  All fees shall be aggregated and paid monthly.

Annual Fees:

Base Fee                                                      $150,000
Per Account (Open & Closed)                                                                           $20.00

2.           Out-of-Pocket Expenses and Miscellaneous Charges

In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses and miscellaneous charges:

A. Reimbursement of Expenses.  The Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services, including, but not limited to:

(i)  
All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Shareholders;
(ii)  
All direct telephone, telephone transmission, and telecopy or other electronic transmission and remote system access expenses incurred by Service Provider in communication with the Client or the Client’s investment adviser or custodian, dealers, or others as required for Service Provider to perform the Services;
(iii)  
The cost of obtaining security and issuer information;
(iv)  
The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;
(v)  
Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of the services to be provided hereunder, including print production charges incurred;
(vi)  
All copy charges;
(vii)  
Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client;
(viii)  
All systems-related expenses associated with the provision of special reports;
(ix)  
NSCC charges and Depository Trust & Clearing Corporation charges
(x)  
The cost of tax data services;
(xi)  
Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board/client meetings; and
(xii)  
Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.

B. Miscellaneous Service Fees and Charges.  In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:

(i)  
A fee for managing and overseeing the report, print and mail functions performed by Service Provider’s third-party vendors, not to exceed $.04 per page for statements and $.03 per page


Schedule 4 to Services Agreement
Page

 
 

 


(ii)  
for confirmations; fees for pre-approved programming in connection with creating or changing the forms of statements, billed at the rate of $150 per hour;
(iii)  
System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;
(iv)  
Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour;
(v)  
Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;
(vi)  
Expenses associated with the tracking of “as-of trades”, billed at the rate of $50 per hour, as approved by the Client;
 
(vi)
Charges for the pricing information obtained from third party vendors for use in pricing the securities and other investments of the Fund's portfolio;
 
(vii)
Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review;
 
(viii)
The Client’s portion of SSAE 16 (or any similar report) expenses, to the extent applicable;
 
(ix)
Check and payment processing fees; and
 
(x)
Costs of rating agency services.

3.           Annual Fee Increase:
 
Commencing on the one-year anniversary of the Effective Date and annually thereafter, with written notice to the Client at least 90 days prior to the annual contract anniversary, the Service Provider may annually increase the fixed fees and other fees expressed as stated dollar amounts in this Agreement by up to an amount equal to the most recent annual percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter” or a similar index should such index no longer be published.  Service Provider shall provide Client with 60 days written notice prior to an increase, with the understanding that such notice shall not include the amount of the increase as such amount will not be known.
 

 


Schedule 4 to Services Agreement
Page

 
 

 

Schedule 5 to Services Agreement

List of Funds


AZL BlackRock Capital Appreciation Fund
 
AZL BlackRock Global Allocation Fund
 
AZL Dreyfus Research Growth Fund
 
AZL Enhanced Bond Index Fund
AZL Federated Clover Small Value Fund
AZL Franklin Templeton Founding Strategy Plus Fund
AZL Gateway Fund
AZL International Index Fund
AZL Invesco Equity and Income Fund
 
AZL Invesco Growth and Income Fund
AZL Invesco International Equity Fund
AZL JPMorgan International Opportunities Fund
AZL JPMorgan U.S. Equity Fund
AZL MFS Investors Trust Fund
 
AZL MFS Value Fund
 
AZL Mid Cap Index Fund
AZL Money Market Fund
AZL Morgan Stanley Global Real Estate Fund
 
AZL Morgan Stanley Mid Cap Growth Fund
 
AZL NFJ International Value Fund
AZL Oppenheimer Discovery Fund
AZL Pyramis Core Bond Fund
 
AZL Russell 1000 Growth Index Fund
 
AZL Russell 1000 Value Index Fund
AZL S&P 500 Index Fund
 
AZL Schroder Emerging Markets Equity Fund
AZL Small Cap Stock Index Fund
AZL T. Rowe Price Capital Appreciation Fund
AZL MetWest Total Return Bond Fund
AZL MFS Mid Cap Value Fund (previously the AZL Columbia Mid Cap Value Fund)
AZL Wells Fargo Large Cap Growth Fund



Schedule 5 to Services Agreement
Page

 
 

 

EX-99.H5I 17 h5i.htm REV EXH A TO AMENDED EXP LIMIT AGMT h5i.htm

REVISED EXHIBIT A
To the Amended Expense Limitation Agreement Dated May 1, 2007, between Allianz Variable Insurance Products Trust and Allianz Investment Management LLC (formerly Allianz Life Advisers, LLC).
 
Not withstanding section 3 (Term and Termination of Agreement), the Amended Expense Limitation Agreement may not be terminated prior to April 30, 2016.  The Operating Expense Limit for each Fund is as follows:
 
Name of FundExpense Limitation
 
AZL BlackRock Capital Appreciation Fund1.20%
 
AZL BlackRock Global Allocation Fund1.19%
 
AZL Boston Company Research Growth Fund1.20%
 
AZL DFA 5-Year Global Fixed Income Fund0.95%
 
AZL DFA EM Core Equity Fund1.50%
 
AZL DFA International Core Equity Fund1.39%
 
AZL DFA U.S. Core Equity Fund1.20%
 
AZL DFA U.S. Small Cap Fund1.35%
 
AZL Enhanced Bond Index Fund0.70%
 
AZL Federated Clover Small Value Fund1.35%
 
AZL Franklin Templeton Founding Strategy
 
Plus Fund1.20%
 
AZL Gateway Fund1.25%
 
AZL International Index Fund0.77%
 
AZL Invesco Equity and Income Fund1.20%
 
AZL Invesco Growth and Income Fund1.20%
 
AZL Invesco International Equity Fund1.45%
 
AZL JPMorgan International Opportunities Fund1.39%
 
AZL JPMorgan U.S. Equity Fund
 
Class 1 shares0.95%
 
Class 2 shares1.20%
AZL MetWest Total Return Bond Fund
0.91%

Name of FundExpense Limitation
 
AZL MFS Investors Trust Fund1.20%
 
AZL MFS Mid Cap Value Fund1.30%
 
AZL MFS Value Fund1.20%
 
AZL Mid Cap Index Fund0.71%
 
AZL Money Market Fund0.87%
 
AZL Morgan Stanley Global Real Estate Fund1.35%
 
AZL Morgan Stanley Mid Cap Growth Fund1.30%
 
AZL NFJ International Value Fund1.45%
 
AZL Oppenheimer Discovery Fund1.35%
 
AZL Pyramis Total Bond Fund0.95%
AZL Russell 1000 Growth Index Fund
0.84%
 
AZL Russell 1000 Value Index Fund0.84%
 
AZL S&P 500 Index Fund
 
Class 1 shares0.46%
 
Class 2 shares0.71%
 
AZL Schroder Emerging Markets Equity Fund
 
Class 1 shares1.40%
 
Class 2 shares1.65%
 
AZL Small Cap Stock Index Fund 0.71%
 
AZL T. Rowe Price Capital Appreciation Fund
 
Class 1 shares0.95%
 
Class 2 shares1.20%
 
AZL Wells Fargo Large Cap Growth Fund1.20%

 
Acknowledged:
 
 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
 
 
By:      /s/ Brian Muench
 
Name:
 
Title:
 
ALLIANZ INVESTMENT MANAGEMENT LLC
 
 
By:      /s/ Brian Muench
 
Name:
 
Title:
 


Updated:  04/27/2015
 
 

 

EX-99.I 18 i.htm OPINION AND CONSENT OF COUNSEL i.htm

Exhibit No. 28(i)

Dorsey & Whitney LLP


Allianz Variable Insurance Products Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
 
 
 
Dear Sir/Madam:
 
Reference is made to Post-Effective Amendment Number 49 to the Registration Statement on Form N-1A (file No. 333-83423) which you will file with the Securities and Exchange Commission pursuant to the Securities Act of 1933 for the purpose of the registration for sale by the Allianz Variable Insurance Products Trust (the “Trust”) of an indefinite number of shares of beneficial interest of the AZL® DFA Emerging Markets Core Equity Fund, AZL® DFA International Core Equity Fund, AZL® DFA U.S. Small Cap Fund, AZL® DFA U.S. Core Equity Fund, and the AZL® DFA Five-Year Global Fixed Income Fund, each of which is a series of the Trust (collectively the “Funds”), which are covered by said Registration Statement.
 
We are familiar with the proceedings to date with respect to the proposed sale by the Trust and the Funds, and have examined such records, documents and matters of law and have satisfied ourselves as to such matters of fact as we consider relevant for the purposes of this opinion.
 
We are of the opinion that:
 
(a)           the Trust is a legally organized statutory trust under Delaware law; and
 
 
(b)
the shares of beneficial interest to be sold by the five (5) Funds will be legally issued, fully paid and nonassessable when issued and sold upon the terms and in the manner set forth in said Registration Statement.
 
We consent to the reference to this firm under the caption “Management of the Trust – Legal Counsel” in the Statement of Additional Information, and to the use of this opinion as an exhibit to the Registration Statement.
 
Dated:                        April 14, 2015
Very truly yours,

/s/ Dorsey & Whitney LLP

Dorsey & Whitney LLP

 
MJR
 

4835-0175-0819\1
 
 

 

EX-99.J 19 j.htm CONSENT OF KPMG j.htm

Consent of Independent Registered Public Accounting Firm

The Board of Trustees of the
Allianz Variable Insurance Products Trust:

We consent to the reference to our firm under the heading "Independent Registered Public Accounting Firm" in the Statement of Additional Information.

/s/ KPMG LLP

Columbus, Ohio
April 20, 2015




EX-99.M1I 20 m1i.htm REV EXH A TO DISTR PLAN 4-27-15 m1i.htm

REVISED EXHIBIT A
 
To the Distribution Plan of the Allianz Variable Insurance Products Trust (formerly USAllianz Variable Insurance Products Trust)

 
Funds of the VIP Trust
 

 
AZL BlackRock Capital Appreciation Fund
 
AZL BlackRock Global Allocation Fund
 
AZL Boston Company Research Growth Fund
 
AZL DFA Emerging Markets Core Equity Fund
 
AZL DFA Five-Year Global Fixed Income Fund
 
AZL DFA International Core Equity Fund
 
AZL DFA U.S. Core Equity Fund
 
AZL DFA U.S. Small Cap Fund
 
AZL Enhanced Bond Index Fund
 
AZL Federated Clover Small Value Fund
 
AZL Franklin Templeton Founding Strategy Plus Fund
 
AZL Gateway Fund
 
AZL International Index Fund
 
AZL Invesco Equity and Income Fund
 
AZL Invesco Growth and Income Fund
 
AZL Invesco International Equity Fund
 
AZL JPMorgan International Opportunities Fund
 
AZL JPMorgan U.S. Equity Fund (Class 2)

 
AZL MetWest Total Return Bond Fund
 
AZL MFS Investors Trust Fund
 
AZL MFS Mid Cap Value Fund
 
AZL MFS Value Fund
 
AZL Mid Cap Index Fund
 
AZL Money Market Fund
 
AZL Morgan Stanley Global Real Estate Fund
 
AZL Morgan Stanley Mid Cap Growth Fund
 
AZL NFJ International Value Fund
 
AZL Oppenheimer Discovery Fund
 
AZL Pyramis Total Bond Fund
 
AZL Russell 1000 Growth Index Fund
 
AZL Russell 1000 Value Index Fund
 
AZL S&P 500 Index Fund (Class 2)
 
AZL Schroder Emerging Markets Equity Fund (Class 2)
 
AZL Small Cap Stock Index Fund
 
AZL T. Rowe Price Capital Appreciation
 
Fund (Class 2)
 
AZL Wells Fargo Large Cap Growth Fund

 
Fees:
0.25% per annum of average daily net assets.


 
Updated:  04/27/2015
 
 
 

 

EX-99.P1 21 p1.htm AIM COE AMENDMENT p1.htm
 
 

 

Allianz Investment Management LLC
Tenth Amendment and Restatement to
Code of Ethics and
Insider Trading Policy
Effective  November 1, 2014



 

 
 

 

TABLE OF CONTENTS
 
INTRODUCTION AND STATEMENT OF GENERAL PRINCIPLES
1
 
SECTION 1.   PERSONAL TRADING, CONDUCT, AND REPORTING
4
1.1
Definitions
4
1.2
Disclosure and Reporting Requirements
10
1.3
Substantive Restrictions on Personal Investing Activities
12
1.4
Trading While In Possession of Material, Non-Public Information
13
1.5
Sanctions
13
1.6
Confidential Information
14
1.7
Gifts & Entertainment
14
1.8
Services as Director
14
1.9
Responsibilities of the Chief Compliance Officer
14
1.10
Responsibilities of the Board of Governors
15
1.11
Records
15
1.12
Regular Reporting to AIM LLC Clients
16
1.13
Amendments to the Code
16
 
SECTION 2.   INSIDER TRADING POLICY AND PROCEDURES
17
2.1
Statement of General Principles
17
2.2
Who is an Insider?
17
2.3
What is Material Information?
17
2.4
What is Non-Public Information?
18
2.5
Basis for Liability
18
2.6
Penalties for Insider Trading
19
2.7
Procedures to Implement the Policy Against Insider Trading
19
2.8
Informational Barrier Procedures
20
2.9
Resolving Issues Concerning Insider Trading
20
 
APPENDIX I – Initial Acknowledgement Certification
21
 
 
 

 
 

 

Allianz Investment Management LLC
Tenth Amendment and Restatement to
Code of Ethics and
Insider Trading Policy
Effective November  1, 2014

INTRODUCTION AND STATEMENT OF GENERAL PRINCIPLES
 
This Code of Ethics (the “Code”) is adopted in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).  The Code is intended to prevent fraud by reinforcing fiduciary principles that must govern the conduct of officers, directors and employees of Allianz Investment Management LLC (“AIM LLC”) and certain other individuals who perform functions on behalf of AIM LLC (“Covered Persons”).  Capitalized terms contained in this Code are defined in Section 1.1 of the Code, below.
 
The Code is based on the fundamental principle that AIM LLC and all individuals who are Covered Persons under the Code must put Client interests first.  As an investment adviser, AIM LLC has fiduciary responsibilities to its Clients.  Fiduciaries owe their Clients a duty of honesty, good faith, and fair dealing.  AIM LLC must act at all times in the best interests of its Clients and must avoid or disclose any conflicts of interest.  Access Persons and Access Persons – Limited (defined on page 2 of this Code) may possess knowledge regarding present or future transactions made by or on behalf of one or more Clients of AIM LLC (including, but not limited to, one or more series of the Allianz Variable Insurance Products Trust (the “VIP Trust”) or the Allianz Life Variable Insurance Products Fund of Funds Trust (the “FOF Trust) (collectively, the “Trusts”), Allianz Life Insurance Company of North America, and Fireman’s Fund Insurance Company) or may have the ability to influence portfolio transactions made by AIM LLC, by a subadviser, or by an investment manager to a Client(s) of AIM LLC.
 

 
Among AIM LLC’s fiduciary responsibilities is the responsibility to ensure that its Access Persons and Access Persons – Limited conduct their personal Securities transactions in a manner that is consistent with the Code and which does not interfere or appear to interfere with any Client transactions or otherwise take unfair advantage of transactional information to which they have access in the course of their duties by abusing their position of trust and responsibility.
 
In furtherance of these objectives, Covered Persons shall comply with all applicable federal securities laws,1 and shall not:
 
1. employ any device, scheme or artifice to defraud a Client;
 


 
 
1 For the purposes of this Code, “federal securities laws” means the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.
 

 
 

 

 
 
2. make any untrue statement of a material fact to a Client or omit to state a material fact necessary in order to make the statements made to the Client, in light of the circumstances under which they are made, not misleading;
 
3. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit on a Client; or
 
4.  engage in any manipulative practice.
 
In view of the above, AIM LLC has adopted this Code to establish reporting requirements and enforcement procedures designed to prohibit potential conflicts of interest and regulate personal Securities trading.  AIM LLC has established three categories of Covered Persons subject to the Code.
 
·  
Associated Persons:  Any director, officer2, or employee of AIM LLC (including interns and individuals who serve in the role of consultants to AIM LLC), and any person designated by the Chief Compliance Officer who is an employee of an affiliate of AIM LLC and who regularly works in AIM LLC’s principal business.

·  
Access Persons - Limited:  Any person who is physically located in the Westport, CT office and who otherwise meets the definition of Access Persons, below.

·  
Access Persons:  Any director, officer, or employee of AIM LLC (including interns and individuals who serve in the role of consultants to AIM LLC), who has access to information regarding the holdings and/or purchase or sale of Securities by any Client(s) or who participates in, or whose functions relate to the making of any recommendations with respect to such purchases or sales and who is physically located in any office other than the office in Westport, CT.  This includes any individuals who are actively involved in oversight of the investment activities of subadvisers or investment managers to any Client, those who conduct trading on behalf of any Client, those who provide oversight regarding the management of any assets of any Client or who have or may have access to non-public portfolio and trading information of any Clients. All directors and officers of AIM LLC are presumed to be Access Persons.



 
 
2     For the purposes of these definitions, “officer” is defined as in Exchange Act Rule 16a-1(f).  Generally, the term “officer” shall typically exclude ministerial officers not actively involved in the Firm’s business (e.g., a Chief Legal Officer, Secretary or Assistant Secretary) who do not have access to non-public information regarding any Clients’ purchase or sale of securities or non-public information regarding the portfolio holdings of any Reportable Fund, who is not involved in making securities recommendations to Clients, who has no access to such recommendations that are non-public, and, with respect to any Client that is a mutual fund, who does not, in connection with his or her regular functions or duties, make, participate in or obtain information regarding the purchase or sale of a portfolio security, and whose principal functions or duties do not relate to the making of any recommendation with respect to such purchases or sales.
 

 
 

 


To assure that personal trading by Covered Persons is adequately reviewed and monitored on an ongoing basis, this Code generally imposes the requirements and restrictions outlined below.
 
Associated Persons:
 
·  
must comply with all applicable federal securities laws;
 
·  
must review and acknowledge receipt of this Code and any amendments to this Code via the StarCompliance System;
 
·  
must annually certify that they have complied with the requirements of this Code via the StarCompliance System;
 
·  
are prohibited from accepting gifts of more than nominal value from persons doing business with AIM LLC or an affiliate; and
 
·  
are prohibited from trading in a security while in possession of material, non-public information in regard to that security.
 
Access Persons – Limited:
 
·  
must comply with the requirements and restrictions imposed on Associated Persons;
 
·  
must make initial and annual Securities holdings reports to the Chief Compliance Officer via the StarCompliance System;
 
·  
must pre-clear all personal Securities transactions with AIM LLC’s Chief Compliance Officer, other than transactions in Exempt Securities and Exempt Transactions via the StarCompliance System;
 
·  
must notify the Chief Compliance Officer within 10 days of opening a new brokerage account via the StarCompliance System;
 
·  
must file quarterly transaction reports with the Chief Compliance Officer via the StarCompliance System;
 
·  
are prohibited from entering into any orders for which the time in force is greater than a Day Only Order;
 
·  
are prohibited from entering into any Good ‘Til Cancelled Orders;
 
·  
are prohibited from engaging in Short-Term Trading of any Securities, other than Exempt Securities and in Exempt Transactions; and
 
·  
are prohibited from investing in securities issued by companies appearing on the Restricted List.
 

 
 

 

 
Access Persons:
 
·  
must comply with the requirements and restrictions imposed on Access Persons- Limited;
 
·  
are generally prohibited from trading contemporaneously with any Client in the same security.
 
·  
are prohibited from entering into Short Sales in amounts greater than the De Minimis Transaction limit; and
 
·  
are prohibited from engaging in Short-Term Trading of any Securities, other than Exempt Securities and in Exempt Transactions.
 
All information concerning personal Securities transactions obtained by AIM LLC under this Code will be kept in strict confidence, except that such information will be made available, when specifically requested, to the SEC or any other regulatory or oversight organization which has jurisdiction over AIM LLC’s operations.
 

 
CODE OF ETHICS
 
SECTION 1.  PERSONAL TRADING, CONDUCT, AND REPORTING
 
1.1 Definitions
 

 
Access Person
 
Access Person is defined on page 2 of this Code.
 
Access Person - Limited
 
Access Person - Limited is defined on page 2 of this Code.
 
Associated Person
 
Associated Person is defined on page 2 of this Code.
 
Beneficial Ownership
 
The following section is designed to provide a practical guide with respect to Beneficial Ownership.  However, for purposes of this Code, Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”) in determining whether a person is the beneficial owner of a Security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder.
 

 
 

 


 
An individual is considered to have Beneficial Ownership of Securities if he or she has or shares a direct or indirect pecuniary interest in the Securities.  An individual has a pecuniary interest in Securities if he or she has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.  Generally, the following are examples which demonstrate when an individual would be considered as having Beneficial Ownership of the Securities:
 
1.  Securities held by members of the individual’s immediate family sharing the same household.  “Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.
 
2.  An interest as a general partner in Securities held by a general or limited partnership.
 
3.  An interest as a manager or member in the Securities held by a limited liability company.
 
4.  Securities held by anyone else if the individual:
 
·  
obtains benefits substantially similar to ownership of the Securities;
 
·  
can obtain ownership of the Securities immediately or at some future time; or
 
·  
can vote or dispose of the Securities.
 
An individual does not have an indirect pecuniary interest in Securities held by a corporation, partnership, limited liability company or other entity in which he or she holds an equity interest, unless the individual is a controlling equity holder or has or shares investment control3 over the Securities held by the entity.
 
The following circumstances constitute Beneficial Ownership by an individual of Securities held by a trust:
 
1.  Ownership of Securities as a trustee where either the individual or members of his or her immediate family have a vested interest in the principal or income of the trust.
 
2.  Ownership of a vested beneficial interest in a trust.
 
3.  Status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for the individual to revoke the trust.
 


 
 
3 For purposes of this Code, “control” has the same meaning as it does in Section 2(a)(9) of the 1940 Act.
 

 
 

 


 
Blackout Period
 
With respect to a Security, the two business days following the execution of any transaction (including a purchase or sale) in that Security for any Client account.
 
ByAllAccounts
 
ByAllAccounts is a data aggregation service that gathers data from brokers that do not provide a direct feed to the StarCompliance System.  ByAllAccounts then provides transaction and holdings information to the StarCompliance System.
 
Chief Compliance Officer
 
The Chief Compliance Officer of AIM LLC and, except as otherwise noted in the Code, his/her designee(s).
 

 
Client
 
Any individual or company for whom AIM LLC provides investment advisory services, including but not limited to selection of investment advisers, selection of investment managers and/or subadvisers, investment allocation, and/or management of investment accounts.
 
Covered Person
 
Covered Person is defined on page 1 of this Code.
 

 
Day Only Order
 
Day Only Orders are good for the current trading session only. This does not include any extended hours sessions that occur before 9:30 a.m. or after 4:00 p.m. Eastern Time (ET).

De Minimis Transaction
 
A De Minimis Transaction is the purchase or sale of any Security with a total market value on the day of investment of $25,000 or less.  No more than $50,000 of De Minimis Transactions attributable to any one issuer are allowed during any 90-day period. The determination regarding whether the De Minimis Transaction limit has been exceeded will automatically be made by the StarCompliance System.
 
Exempt Securities
 
Exempt Securities are Securities that do not need to be pre-cleared with the Chief Compliance Officer prior to their purchase or sale, nor do they need to be reported on the annual or quarterly reporting provided to the Chief Compliance Officer.  Options on Exempt Securities are also considered to be Exempt Securities.
 

 
 

 


 
The following are Exempt Securities (provided, however, that the Chief Compliance Officer may from time to time designate particular Securities which, notwithstanding this provision, will nevertheless be treated as not Exempt Securities and, thus, subject to initial, annual and quarterly reporting and preclearance; such designated Securities will be identified on AIM’s Designated Securities List, which Access Persons are responsible to review on the STAR system prior to trading):
 
1.  Direct obligations of the Government of the United States;
 
2.  Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (defined as any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including repurchase agreements; and
 
3.  Shares issued by open-end funds registered under the 1940 Act, other than Exchange-Traded Funds (“ETFs”) and other than Reportable Funds.
 
Exempt Transactions (from pre-clearance)
 
The following are Exempt Transactions, which generally do not need to be pre-cleared with the Chief Compliance Officer prior to their purchase or sale, but do need to be reported on initial, annual or quarterly reporting (as applicable) provided to the Chief Compliance Officer (provided, however, that the Chief Compliance Officer may from time to time designate particular Securities which, notwithstanding this provision, will nevertheless be treated as not eligible for Exempt Transactions and, thus, subject to preclearance; such designated Securities will be identified on AIM’s Designated Securities List, which Access Persons are responsible to review on the STAR system prior to trading):
 
1. Any transaction involving the purchase or sale of shares issued by (i) an ETF, (ii) an Exchange-Traded Note (“ETN”), (iii) a Reportable Fund or (iv) a unit investment trust, and any transaction involving the purchase or sale of derivatives on any ETF or ETN;
 
2. Any transactions in Securities in an account over which an Access Person or Access Person – Limited does not have any direct or indirect interest, influence, or control (i.e., in situations where an Access Person or Access Person – Limited has given a third-party (i.e., independent investment adviser) full discretion to make investments on his or her behalf);
 
3. Purchases of Securities under automatic dividend reinvestment plans;
 
4. Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its Securities, to the extent they are issued with respect to Securities of which an Access Person or Access Person – Limited has Beneficial Ownership;
 

 
 

 

 
 
5. Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which an Access Person or Access Person – Limited has Beneficial Ownership;
 
6. Acquisitions or dispositions of Securities as a result of an action taken by another party who has discretion to execute a transaction on their own behalf which results in another transaction in the Access Person’s or Access Person-Limited’s account (e.g., the exercise of an option or the recall of securities on loan).
 
7. Allianz SE ADRs (AZSEY); and
 
8. Any purchase or sale of fixed-income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States.
 
Good ‘Til Cancelled Order
 
A Good ‘Til Cancelled Order is an order to buy or sell a security at a set price that is active until the investor decides to cancel it or the trade is executed (where this time period extends beyond the trading session on the day the order was placed). Good ‘Til CancelledOrders are prohibited for Access Persons and for Access Persons – Limited.
 

 
Initial Public Offering
 
Initial Public Offering means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Limited Offering
 
Limited Offering means an offering that is exempt from registration under the Securities Act pursuant to Sections 4(a)(2) or 4(a)(5) or pursuant to Rules 504, 505, or 506 under the Securities Act.
 
Restricted List
 
A list of Restricted Securities kept by the Chief Compliance Officer.
 
Restricted Securities
 
Restricted Securities are Securities issued by entities about which employees of AIM LLC have, or might reasonably be expected to have, access to material non-public information.  These Securities are generally those related to private placements in which AIM LLC is investing or considering investing.
 

 
 

 


Reportable Funds
 
Reportable Funds means any registered investment company for which AIM LLC serves as investment adviser and any other registered investment company whose investment adviser or principal underwriter controls, is controlled by or is under common control with AIM LLC. Reportable Funds includes all of the AZL Funds and all other mutual funds managed by an Allianz affiliate (including PIMCO, AGI and NFJ), wherever such Securities may be held, including, but not limited to, 401(k) plans, IRAs, variable annuity or variable life insurance contracts and any Allianz employee purchase program.
 
Securities
 
The following are Securities:
 
Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, interest in an open-end management investment company including but not limited to open-end exchange traded funds, unit investment trusts including but not limited to unit investment trust exchange traded funds, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
 
Investments that are traded on a commodities exchange are not considered Securities for the purposes of the Code.  Therefore, futures (other than security futures), commodities and futures on commodities are not considered Securities.
 
As used in this Code, the “purchase” or “sale” of a Security includes the writing of an option to purchase or sell a Security.
 
Short Sale
 
The selling of a security that the seller does not own, or any sale that is completed by the delivery of a security borrowed by the seller.
 
Short-Term Trading
 
A Short-Term Trade is any (1) purchase and sale or (2) sale and purchase of the same or a substantially similar security issued by the same issuer within thirty (30) calendar days where such subsequent transaction results in an investment gain to the individual placing the transaction.
 

 
 

 


 
StarCompliance System
 
The StarCompliance System provides an automated means for Covered Persons to provide their required periodic certifications and for Access Persons and Access Persons-Limited to fulfill their personal trading reporting requirements as set forth in the Code.  All periodic certifications, pre-clearance requests, new brokerage accounts reporting, and transaction reporting must be done via this system.
 

 
1.2 Disclosure and Reporting Requirements
 
1. Acknowledgement of Receipt of Code
 
Covered Persons are required to review and sign an acknowledgement of receipt of the Code within ten days of becoming a Covered Person.  A form for this purpose is attached as Appendix I.
 
2. Initial and Annual Disclosure of Personal Holdings
 
Access Persons and Access Persons – Limited are required to disclose all personal Securities holdings no later than ten days after becoming an Access Person or Access Person – Limited and thereafter on an annual basis within thirty calendar days after year end.  This report must be current as of a date not more than 45 days prior to the person becoming an Access Person or Access Person - Limited, in the case of initial reports, or, in the case of annual reports, not more than 45 days prior to the date the report is submitted.  Exempt Securities are not required to be reported; however, Securities obtained in an Exempt Transaction that are not Exempt Securities are required to be reported.   This reporting must be made via the StarCompliance System.
 
3. Annual Certification of Compliance with the Code
 
Covered Persons are required to certify annually that they have read and understand the Code and any amendments to the Code.  They must further certify that they have complied with the requirements of this Code or that they have disclosed all instances of non-compliance, and that they have disclosed or reported all personal Securities transactions required to be disclosed or reported.  This reporting must be done via the StarCompliance System.
 
4. Pre-clearance
 
Access Persons and Access Persons – Limited are required to pre-clear with the Chief Compliance Officer (via the StarCompliance System) all transactions in Securities, including transactions in options and other derivatives
 

 
 

 


on Securities, in which such person(s) have, or by reason of the transaction acquire, any direct or indirect Beneficial Ownership.4  Pre-clearance will be good only for the day that the pre-clearance is received. Pre-clearance is not required for transactions in Exempt Securities or Securities purchased in Exempt Transactions.
 
5. Records of Securities Transactions
 
Certain brokers have agreed to provide direct feeds of all securities transactions to the StarCompliance System.  If Access Persons or Access Persons – Limited choose to maintain their personal brokerage accounts at a broker that has not agreed to provide automated feeds, those individuals are required to direct ByAllAccounts to obtain that information and provide it via a feed to the StarCompliance System.  In the rare instance where no direct electronic feed from the broker exists and ByAllAccounts is unable to obtain the brokerage information, the individual is required to enter the information into the StarCompliance System manually and to also provide copies of brokerage statements and transaction confirmations directly to the Chief Compliance Officer. In all circumstances, the individual Access Person or Access Person – Limited is responsible to ensure that the data provided to StarCompliance is fully accurate.
 
Access Persons and Access Persons – Limited must report the opening of a new brokerage account via the StarCompliance System within ten days of opening the account.
 
All Access Persons and Access Persons - Limited are required to file quarterly transaction reports, due no later than 30 days after the close of the calendar quarter.  This reporting must be done via the StarCompliance System.   Exempt Securities are not required to be reported; however, Securities obtained in an Exempt Transaction that are not Exempt Securities are required to be reported. A quarterly transaction report need not be filed with respect to a transaction if it would duplicate information already provided to StarCompliance via broker trade confirmations or account statements, so long as such confirmations or statements are received no later than 30 days after the end of the applicable calendar quarter. Transaction information obtained by StarCompliance via electronic direct feeds from a broker must be certified by the Access Person or Access Person – Limited no later than 30 days after the end of the applicable calendar quarter.
 


 
4
The term Beneficial Ownership is defined on page 4.
 

 
 

 


6.  
Reporting Violations of the Code
 
Covered Persons are required to report any violations of the Code of which they become aware promptly to the Chief Compliance Officer directly. In the event that the Chief Compliance Officer identifies a designee to receive such reports, the Chief Compliance Officer (not including any designee) will receive periodic reports of all reported violations. Reports may be submitted anonymously. The Chief Compliance Officer of AIM LLC will investigate all reports of violations promptly and appropriately.  If the Chief Compliance Officer is involved in the violation, the violation shall be reported to and investigated by an executive officer of AIM LLC or the Chief Legal Officer.  Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.  Examples of violations that should be reported include: (1) noncompliance with applicable laws, rules, and regulations; (2) fraud or illegal acts involving any aspect of AIM LLC’s business; (3) material misstatement(s) in regulatory filings or internal books and records; (4) activity that is harmful to AIM LLC’s Clients; and (5) deviations from controls and procedures described in this Code.
 
1.3 Substantive Restrictions on Personal Investing Activities
 
1. Restricted Securities
 
Access Persons and Access Persons - Limited are prohibited from executing any direct or indirect beneficial ownership of any security on the Restricted List.
 
2. Short-Term Trading
 
Access Persons and Access Persons – Limited are prohibited from engaging in Short-Term Trading of Securities, other than Exempt Securities and in Exempt Transactions.
 
3. Frequent Trading / Market Timing Mutual Fund Transactions
 
Access Persons and Access Persons – Limited may not participate in any activity that could be construed as frequent trading / market timing of mutual funds. Access Persons and Access Persons – Limited executing trades of open-end investment company shares are expected to comply with the provisions set forth in the applicable fund prospectus regarding short-term trading activity and market timing.
 
4.  Good ‘Til Cancelled Orders
 
Access Persons and Access Persons –Limited are prohibited from entering into any Good ‘Til Cancelled Orders because pre-clearance is only granted on a daily basis.
 

 
 

 


 
5. Blackout Periods
 
Access Persons are prohibited from executing any Security transaction for their personal accounts during a Blackout Period with respect to that Security. This restriction does not apply to transactions in Exempt Securities, to securities transacted in Exempt Transactions, or to transactions that do not exceed the De Minimis Transaction limit.
 
6. Short Sales
 
Access Persons are generally prohibited from entering into short sales in amounts greater than the De Minimis Transaction limit.
 
7. Approval by Persons Other than Chief Compliance Officer
 
In the event that a trade is proposed to be made for the benefit of the Chief Compliance Officer, pre-approval can be granted by the President or Chief Legal Officer of AIM LLC.
 
1.4 Trading While In Possession of Material, Non-Public Information
 
Covered Persons are prohibited from trading while in possession of material non-public information.  This prohibition is discussed in Section 2 of this Code.
 
1.5 Sanctions
 
In the event that a Covered Person enters into a prohibited trade, or fails to obtain required pre-clearance, that Covered Person may be required to disgorge any profits made in the trade or to reverse the trade.  These and any other violations of the Code may result in additional sanctions including, but not limited to, warnings, fines, suspension of personal Security trading privileges, and, in egregious cases, termination of employment.
 
1.6 Confidential Information
 
Confidential information and records of AIM LLC must be kept confidential in a suitable manner and not shared with third parties or non-involved colleagues.  Data secrecy must be protected.  If you are unsure as to the confidential nature of any record, you should request clarification from the Chief Compliance Officer.
 
1.7 Gifts & Entertainment
 
Covered Persons are subject to the Allianz Life Gifts and Entertainment Policy, a copy of which may be obtained from the Allianz Life Blue Pages or the Chief Compliance Officer.  Questions regarding the Allianz Life Gifts and Entertainment Policy may be directed to the Allianz Life Gifts & Entertainment Committee, or to the Chief Compliance Officer.
 

 
 

 


1.8 Services as Director
 
Access Persons are prohibited from serving on the board of directors or trustees of non-affiliated publicly traded companies without prior written authorization from the Chief Compliance Officer.
 
1.9 Responsibilities of the Chief Compliance Officer
 
The Chief Compliance Officer (not including any designees) has the authority to delegate any or all of the tasks and responsibilities assigned to him/her in this Code, including those enumerated below, to his/her designee(s). The Chief Compliance Officer also may utilize StarCompliance, or other tools, to assist with these tasks and responsibilities.
 
1. The Chief Compliance Officer shall establish and keep a list of Covered Persons, Associated Persons, Access Persons and Access Persons - Limited.
 
2. At the time that an individual becomes a Covered Person under the Code, the Chief Compliance Officer shall notify the newly Covered Person of the reporting requirements of the Code and shall deliver a copy of the Code to this person.  In addition, each newly Covered Person must provide a signed acknowledgement of receipt of the Code to the Chief Compliance Officer in the form set out in Appendix I.
 
3. Any material amendments to the Code must be acknowledged by each Covered Person via the StarCompliance System. The Chief Compliance Officer will review each such certification.
 
4. On an annual basis, within thirty calendar days after the end of the year, each Covered Person shall provide an annual certification of compliance with the Code via the StarCompliance System. The Chief Compliance Officer will review each such certification.
 
5. Within ten calendar days after commencement of employment and on an annual basis thereafter (within thirty calendar days after the year-end), each Access Person and Access Person – Limited must provide a Certification of Holdings via the StarCompliance System.  The Chief Compliance Officer will review each such report.
 
6. The Chief Compliance Officer will review and approve personal Securities transactions as set out in this Code.  No one may review or approve his/ her own personal Securities transactions.
 
7. The Chief Compliance Officer shall obtain from each Access Person and Access Person - Limited, on a quarterly basis, a Quarterly Personal Transactions report via the StarCompliance System.  The quarterly report must be provided within 30 calendar days after quarter end.
 
8. The Chief Compliance Officer shall keep in an easily accessible place the records set forth in Section 1.11 of this Code.
 

 
 

 

 
 
9. The Chief Compliance Officer shall document in writing decisions regarding the pre-clearance of all Securities transactions for each Access Person.
 
10. The Chief Compliance Officer shall promptly and appropriately investigate any violation or reported violation of this Code. In the event that the Chief Compliance Officer identifies a designee to receive such reports, the Chief Compliance Officer (not including any designee) will receive periodic reports of all reported violations.
 
The Chief Compliance Officer (not including any designee) may, in his/her sole discretion, after appropriate fact gathering, research and consultation, as needed, waive compliance by any Covered Person, Access Person or Access Person – Limited with the provisions of the Code if he/she finds that such a waiver:
 
1. is necessary to alleviate undue hardship or in view of unforeseen circumstances or is appropriate under all the relevant facts and circumstances;
 
2. will not be inconsistent with the purposes and objectives of the Code;
 
3. will not adversely affect the interests of any Client or of Allianz Investment Management LLC or its affiliates; and
 
4. will not result in a transaction or conduct that would violate provisions of any applicable law or regulation.
 
Any waiver/exception shall be in writing, shall contain a statement of the basis for the waiver/exception, and the Chief Compliance Officer shall promptly send a copy of the written statement to the Chief Legal Officer of AIM LLC. Waivers are expected to be granted only in rare instances.
 
1.10 Responsibilities of the Board of Governors
 
The Board of Governors (“BOG”) of AIM LLC shall consider reports made to it by the Chief Compliance Officer and shall review the operations of this Code at least annually or as dictated by changes in applicable securities regulations.
 
1.11 Records
 
AIM LLC shall maintain the following records in an easily accessible place in the manner and to the extent set forth below, and will make them available for examination by representatives of the SEC:
 
1. a copy of this Code and any other code which is, or at any time within the past five years has been, in effect;
 
2. a record of all persons who are or were within the last five years subject to this Code, who are or were required to make reports under this Code, or are or were responsible for reviewing reports under this Code;
 

 
 

 

 
 
3. a copy of each report, confirmation and account statement provided by an Access Person or Access Person – Limited pursuant to this Code, for a period of not less than five years from the end of the fiscal year in which it is made;
 
4. a record of each decision, and the reasons supporting the decision, to approve the acquisition of an Initial Public Offiering or Limited Offering, for not less than five years following the end of the fiscal year in which the approval is granted;
 
5. a record of each decision, and the reasons supporting the decision, to approve acquisition by an Access Person or Access Person – Limited of a Security for which that individual is required to obtain pre-clearance for not less than five years following the end of the fiscal year in which the approval is granted;
 
6. a record of each decision, and the reasons supporting the decision, to approve Short-Term Trading by an Access Person or Access Person - Limited, for not less than five years following the end of the fiscal year in which approval was granted;
 
7. a record of any waiver or exception granted by the Chief Compliance Officer under section 1.9, above, for not less than five years following the end of the circumstances necessitating such waiver or exception;
 
8. a record of any violation of this Code and any action taken as a result of such violation, for a period of not less than five years following the end of the fiscal year in which the violation occurs; and
 
9. a copy of each report required by 1940 Act Rule 17j-1(c)(2)(ii) for at least five years after the end of the fiscal year in which it is made.
 
1.12 Regular Reporting to AIM LLC Clients
 
AIM LLC will report periodically, as requested, to any Client of AIM LLC who requests such reporting, with respect to any issues arising pursuant to the Code since the last report, including information as to any material violations of the Code and any remedial action taken in response to a material violation of the Code.  In addition, AIM LLC will certify that AIM LLC has adopted reasonable procedures necessary to prevent persons from violating the Code.
 
1.13 Amendments to the Code
 
The Code may be amended from time to time and any material amendments or changes shall be subject to approval by the BOG of AIM LLC.  In addition, such amendments will be provided to the Clients of AIM LLC within 6 months of such determination by the BOG.
 

 
 

 



 
INSIDER TRADING
 
SECTION 2.   INSIDER TRADING POLICY AND PROCEDURES
 
2.1 Statement of General Principles
 
AIM LLC’s policy prohibits Covered Persons from trading, either personally or on behalf of Clients, on material non-public information or communicating material non-public information to others in violation of the law.  This conduct is frequently referred to as “insider trading.”
 
While the term “insider trading” is not defined in the federal securities laws, it is generally understood that the law prohibits: (1) trading by an insider while in possession of material, non-public information; or (2) trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; (3) communicating material non-public information to others; or (4) providing substantial assistance to someone who is engaged in any of the above activities.
 
The material non-public information does not need to influence your decision to trade; merely trading while in possession of such information is a violation of law.  Further, the SEC takes the view that material non-public information possessed by one of a firm’s employees may be attributed to the entire firm.  As a result, where one employee makes a trade in an issuer’s securities without personally being aware of any material non-public information related to that issuer, the firm may nonetheless incur liability under the securities laws if any other employee was aware of such information at the time the trade was made.  As a result, it is critical to alert the Chief Compliance Officer if you believe you are aware of material non-public information about a company, even if you have no intent to trade on the basis of that information.
 
2.2 Who is an Insider?
 
The concept of “insider” is broad.  It includes officers, directors and employees of a company.  In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and, as a result, is given access to information solely for the company’s purposes.  A temporary insider can include, among others, a company’s outside attorneys, accountants, consultants, bank lending officers, and the employees of such organizations.  In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services.  According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered a temporary insider.
 

 
 

 


2.3 What is Material Information?
 
Trading on inside information is not a basis for liability unless the information is material.  “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of the company’s Securities.  (Note that the information need not be so important that it would have changed the investor’s decision to buy or sell.)  Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, extraordinary management developments, information about significant contracts, information about the government’s approval or rejection of a product, results of clinical trials, or the gain or loss of a substantial customer or supplier.
 
Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Wall Street Journal and whether those reports would be favorable or not.  Another example is information received, prior to its public dissemination, from a sell-side analyst regarding a new buy or sell recommendation concerning a particular issuer or a change regarding a pending recommendation.
 
2.4 What is Non-Public Information?
 
Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public.  For example, information found in a report filed with the Securities and Exchange Commission (“SEC”) or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.
 
2.5 Basis for Liability
 
1. Fiduciary Duty Theory
 
In 1980, the Supreme Court found that there is no general duty to disclose before trading on material non-public information, but that such a duty arises only where there is a fiduciary relationship.  That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will not disclose any material non-public information or refrain from trading.  Chiarella v. U.S., 445 U.S. 22 (1980).
 
In Dirks v. SEC, 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders.
 

 
 

 


 
They can enter into a confidential relationship with the company through which they gain information (e.g., attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his or her fiduciary duty to the company’s shareholders.
 

 
2. Misappropriation Theory
 
Another basis for insider trading liability is the “misappropriation” theory, under which liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person.  In U.S. v Carpenter, supra, the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from The Wall Street Journal and used it for trading in the securities markets.  It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.
 
2.6 Penalties for Insider Trading
 
Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers.  A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation.  Penalties include:
 
·  
civil injunctions;
 
·  
jail sentences;
 
·  
disgorgement of the profit gained or loss avoided, whether or not the person actually benefited;
 
·  
fines for the person who committed the violation of up to three times the amount of profit gained or loss avoided; and
 
·  
fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
 
In addition, any violation of this policy statement can be expected to result in serious sanctions by AIM LLC, up to and including dismissal of the persons involved.
 
2.7 Procedures to Implement the Insider Trading Policy
 
The following trading restrictions and reporting requirements have been established to aid Covered Persons in avoiding insider trading, and to aid AIM LLC in preventing, detecting and imposing sanctions against insider trading.  Every Covered Person must follow these
 

 
 

 


 
procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties.
 
1. Any Covered Person who believes that they possess or may possess material non-public information with respect to any Securities shall advise the Chief Compliance Officer of AIM LLC of such knowledge and of the manner in which he or she came to know this information including the source of such information.  This provision shall not apply to any Covered Person who possesses material non-public information pertaining to Allianz SE if the Covered Person is subject to a confidentiality obligation with respect to their obtaining this knowledge.
 
2. No Covered Person who possesses material non-public information relating to AIM LLC or its affiliates, may buy or sell any Securities of AIM LLC or its affiliates or engage in any other action to take advantage of, or pass on to others, such material non-public information.
 
3. No Covered Person who obtains material non-public information which relates to any other company or entity in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the federal Securities laws may buy or sell Securities of that company or otherwise take advantage of, or pass on to others, such material non-public information.
 
4. Because even inadvertent disclosure of material non-public information to others can lead to significant legal difficulties, Covered Persons should not discuss any potentially material non-public information concerning AIM LLC or its affiliates or other companies with other persons, except as specifically required in the performance of their duties.
 
2.8 Informational Barrier Procedures
 
Covered Persons should not discuss material non-public information with anyone, including other employees of AIM LLC or its affiliates, except as required in the performance of their regular duties.  In addition, care should be taken so that such information is secure.
 
2.9 Resolving Issues Concerning Insider Trading
 
The federal securities laws, including the laws governing insider trading, are complex.  If you have any doubts or questions as to the materiality or non-public nature of information in your possession or as to any of the applicability or interpretation of any of the foregoing procedures or as to the propriety of any action, you should contact the Chief Compliance Officer.  Until advised to the contrary by the Chief Compliance Officer, you should presume that the information is material and non-public and you should not trade in the Securities or disclose this information to anyone.
 

 
 

 

APPENDIX I
 

 
Allianz Investment Management LLC
 
INITIAL ACKNOWLEDGEMENT CERTIFICATION
 
FOR
 
CODE OF ETHICS
 
AND
 
INSIDER TRADING POLICY
 
I hereby certify that I have received, read, understand and will comply with all provisions applicable to me in the attached Allianz Investment Management LLC Code of Ethics and Insider Trading Policy, and I acknowledge that I am subject to it.  I understand that sanctions, up to and including termination of employment, may be imposed in the event of my failure to comply with the provisions of the Code of Ethics or applicable securities laws.  I also understand that such violations may also subject me to civil, criminal and/or regulatory sanctions.
 
Pursuant to such Code, I recognize that I must disclose or report all personal Securities holdings and transactions required to be disclosed or reported thereunder if I am an Access Person or Access Person - Limited, and I must comply in all other respects with the requirements of the Code.  I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the foregoing Code has occurred.
 
I agree not to disclose to any person, directly or indirectly, any business secret or confidential or proprietary information of AIM LLC’s, unless such disclosure is necessary to the performance of my employment, is required by applicable law, or is authorized by the Chief Compliance Officer of AIM LLC.
 
I am submitting this acknowledgment as an:
 
____           Associated Person
 
____           Access Person - Limited
 
____           Access Person
 
Date:                      
 
Signature
 

 
Print Name
 

 
 

 

EX-99.P7 22 p7.htm DFA COE JAN 2015 p7.htm
 
 
 
 
 
 
 
 
                   Dimensional
 
 
 
 
 
 
Global Code of Ethics & Standard of Conduct
 
 
 
 
 
 
 
 

 

 
 

 
 
A Message from Our Co-CEOs
 


 
The success of Dimensional Fund Advisors can be traced directly back to our firm's first two guiding principles: Act in the best interest of clients, and act ethically and legally. These beliefs have helped us set the industry standard in exceptional service and build lasting partnerships with our clients.
 
These strong relationships, some spanning over 20 years, are built on trust – treating our clients as we would want to be treated and always doing what we say we are going to do. We take our fiduciary obligation seriously and continually work to act as stewards of our clients' assets, free from conflicts of interest.
 
Our firm's commitment to integrity makes us stand out in a financial industry where competitive pressures are intense to behave otherwise. Dimensional will never compromise its principles or its compliance with laws and regulations, and we depend on our employees, as representatives of the firm, to uphold our ideals.
 
Please read this guide to learn the rules that influence our decisions and enable us to maintain the highest legal and ethical standards. Your cooperation with our code of ethics and standard of conduct will guarantee our reputation well into the future. We would like to thank you for your continued dedication to Dimensional and to our clients, which in turn allows us to continue providing for your success.
 

 

 
David Booth and Eduardo Repetto
 

 

 
 

 


 
TABLE OF CONTENTS
 

STANDARD OF CONDUCT
4
Reporting Code Violations
4
CODE OF ETHICS
5
Who is subject to the Code of Ethics?
5
Covered Accounts
5
Non-Reportable Accounts
5
Personal Securities Transactions
6
Designated Officers
6
Reportable Transactions
6
Personal Trading Restrictions and Prohibited Activities
7
Exceptions to Code Restrictions
7
Certification Requirements
8
Reporting Requirements
8
Summary of Reporting Obligations
8
Sanctions
9
Communications with Disinterested Trustees and Outside Directors
9
Japan Supplement
9
OUTSIDE ACTIVITIES
10
Guidelines
10
Approval process
11
GIFTS AND BUSINESS ENTERTAINMENT
12
Gifts
12
Business Entertainment
12
POLITICAL CONTRIBUTIONS
14
OTHER POLICY HIGHLIGHTS
16
Policy Against Bribery and Corruption
16
Privacy Policies
16
GLOSSARY OF TERMS
17
 


 
 

 



Standard of Conduct

 
All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensional’s Code of Ethics (the “Code”) is designed to help ensure that our actions are consistent with these high standards.
 
The Code has been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:
 
·  
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
·  
full, fair, accurate, timely and understandable disclosure in reports and documents filed with relevant global regulatory agencies and in other public communications made by Dimensional;
 
·  
compliance with applicable governmental laws, rules, and regulations;
 
·  
the prompt internal reporting of violations of the Code to the Global Chief Compliance Officer (“Global CCO”) and the Deputy Chief Compliance Officer (“Designated Officer”); and
 
·  
accountability for adherence to the Code.
 
Adherence to the Code is a basic condition of employment. Whether or not a specific situation is addressed, employees must conduct themselves in accordance with its general principles and in a manner that is designed to avoid any actual or potential conflicts of interest. Failure to comply could result in disciplinary action, up to and including termination.
 
 
Reporting Code Violations
 
Dimensional is committed to fostering a culture of compliance. If you have any questions or concerns, or become aware of a violation or potential violation of the Code, you are required to report the matter to one of the following:
·  
The Global CCO and/or Designated Officer
·  
General Counsel or
·  
a member of the Ethics Committee
 
The Global CCO will receive reports on all violations of the Code reported to a Designated Officer and/or a member of the Ethics Committee.
 
Employees have the option of reporting compliance related matters on a confidential basis through the Compliance Reporting System (“CRS”), or email Compliance@dimensional.com.
 
Retaliation against any employee for reporting compliance related issues is cause for appropriate corrective action up to and including termination of the retaliating employee.
 
General Code or Standard of Conduct questions should be directed to your local Compliance Team members.
 

 
 

 


 
Code of Ethics

 
Who is subject to the Code of Ethics?
 
The Code applies to all Dimensional employees, directors/ trustees, officers and general partners, all of whom have been designated as Access Persons .  In addition, certain provisions of the Code also applies to Immediate Family Member(s) living in the same household.
 
Other restrictions on personal investment transactions may also be applied to temporary personnel (i.e. interns, contractors or consultants), whose tenure exceeds 90 days and/or who are deemed to have access to nonpublic systems.
 
 
Covered Accounts
 
All Access Persons are required to report all investment accounts (i.e. Covered Accounts) with which they, their spouse, domestic partner, child or any other Immediate Family Member maintain an account in which they have Beneficial Ownership or interests. Covered Accounts include but are not limited to the following:
 
· Brokerage Accounts
· Employee Stock Compensation Plans
· Retirement Accounts
(IRAs or local equivalent)
· Transfer Agent Accounts
· UTMAs or UGMAs
· Mutual Fund Accounts
   (i.e. collective investment schemes)
· 529 accounts, in which you direct investments in Dimensional Managed Funds
· Contract for Difference Accounts (CDAs)
· Self-Invested Personal Pension (SIPPs) (UK specific)
· Superannuation Accounts       (managed, SMSF or Super Wrap e.g.  IOOF) (Australia specific)
· Nippon (Japan) Individual Savings Account (NISA) (Japan specific)
· Stock & Shares ISAs (UK specific)
· Wrap Accounts (Australia specific)
 
 
Non-Reportable Accounts
 
Employees do not need to report the following accounts:
·  
Dimensional 401k account (or local equivalent);
·  
Dimensional Managed Fund accounts established through Fund Operations; and
·  
If applicable, holdings in Dimensional’s privately issued shares.

Although these accounts do not need to be reported, investment activities in these accounts must comply with the standards of conduct embodied in the Code.
 


 
1 Discretionary Accounts must be disclosed and supporting documentation must be provided to Compliance.

 
 

 


 
 
Personal Securities Transactions
 
All Access Persons (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of Dimensional) must pre-clear their personal securities transactions in covered securities prior to execution. This also applies to transactions by any Immediate Family Member of the Access Person.
 
All personal securities transaction reports and requests for pre-clearance must be processed through the CRS, a web-based compliance system. Compliance will evaluate and review each pre-clearance transaction request and notification will be provided to employees through the CRS, in a timely manner.
 
Pre-clearance approval is valid for T+1 (i.e. market orders), from the time of approval.
 
 
Covered securities2 include but are not limited to the following:
 
· Stocks/Shares
    (common, preferred or restricted)
· Derivatives2
(options, futures, forwards, CDA trades, etc.)
· Private Placements2                (documentation must be provided)
 
· Closed-End Funds and REITs
· Warrants & Rights
· Convertible Securities
· Voluntary Corporate Actions
· Depository Receipts
     (ADRs or GDRs)
· Limited Partnerships and limited liability company interests2
· Fixed Income Securities
(excluding certain Sovereign           Government issuances)2
· Exchanged Traded Funds (ETFs)
must be pre-cleared if the value of the transaction is >$10,000 (USD)
 

In addition, Access Persons are required to provide confirmations (or the local equivalent) for each approved and executed transaction.
 
 
Designated Officers
 
Designated Officers (other than the Global CCO) are required to receive prior written approval of their personal securities transactions from Dimensional’s Global CCO.  The Global CCO is required to receive prior approval of his personal securities transactions from one of the Dimensional Co-Chief Executive Officers.
 
Reportable Transactions (which do not require pre-clearance)
 
All Access Persons must report security transactions in the following:
·  
Dimensional Managed Funds (through a third party service provider or financial advisor);
·  
Investments in 40-Act Funds sub-advised by Dimensional;
·  
529 Accounts that hold or are exclusively made up of Dimensional Funds;


 

2 Transactions in certain types of securities may require additional analysis.  Example:  An Access Person may not purchase a private placement unless approved by the Global CCO or Designated Officer. Approval would be based upon a determination that the investment opportunity was not being offered to the Access Person due to their employment with Dimensional, along with other relevant factors. Each pre-clearance is reviewed on a case-by-case basis. Covered securities do not include Exempt Securities

 
 

 


 

·  
Exchange Traded Funds (ETFs)3 where the principal value of the transaction is less than USD $10,000; and
·  
Automatic Investment Plans (including dividend reinvestment plans) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.
 
 
Personal Trading Restrictions and Prohibited Activities
 
The Code prohibits certain transactions (purchase or sale) in covered securities:
·  
Initial public offering (IPO) investments;
·  
Short selling of securities;
·  
Securities that are subject to firmwide restriction; and
·  
Transactions in a security while in possession of insider information (reference the Global Insider Trading Policy, the Singapore Supplemental Insider Trading Policy, and the Japan Insider Trading Management Policies), is unethical and illegal and will be dealt with decisevely if it occurs.

All employees are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients. Therefore, Compliance may request the name of the account contact (or agent), before processing the pre-clearance request.
 
Blackout Period Restriction
·  
A pre-clearance request involving a covered security will be denied if Dimensional has traded in the same or equivalent security within the past (7) calendar days, and the pre-clearance is in an amount over USD $10,000.  Please note that transactions in an amount less than USD $10,000 must be pre-cleared and reported.
 
·  
Compliance will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interest on non-Discretionary Accounts.
 
Short Term Trading Restrictions
·  
Access Persons cannot profit from the purchase and sale (or sale and purchase) of the same or equivalent security within (60) calendar days.
 
·  
Gains are calculated based on a last-in, first-out (LIFO) method.
 
Excessive Trading of Dimensional Managed Funds
Employees are prohibited from engaging in excessive trading of any Dimensional Managed Funds, in order to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.
 
 
Exceptions to Code Restrictions
 
In cases of hardship, the Global CCO or Designated Officer may grant an exception (or waiver) to the personal trading restrictions of the Code.  The decision will be based on a determination that a hardship exists and the transaction for which the exception (or waiver) is requested would not result in a conflict with our clients’
 


 
3 Post-trade review will be performed and all other Code provisions will still apply, such as the (60) day profit restriction.

 
 

 


 
interests or violate any other policy embodied in the Code.  Any exception (or waiver) will be evidenced in writing and will be reported to the Ethics Committee.
 
 
Certification Requirements
 
All employees are required to complete a Code of Ethics Acknowledgement Form upon commencement of their employment with Dimensional, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand and shall comply with the Code. In addition, all material amendments to, or any new interpretations of the Code, shall be conveyed to employees (which may include temporary personnel) and require their acknowledgment of receipt and understanding of the amendments or interpretations.
 
 
Reporting Requirements
 
All Access Persons’ personal securities transactions and holdings reports will be reviewed by Compliance. The records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.
 
 
Summary of Reporting Obligations
 
New Hires4
Access Persons
All Employees
Upon joining the firm
(Due in 10 calendar days)
Quarterly
   (Due 30 calendar days after the quarter)
Annually
(Due 45 calendar days after each calendar year)
New Hire Questionnaire
(Disciplinary Action Disclosure)
Code of Ethics Certification
Annual Compliance Questionnaire
Initial Holdings Report
(include private placements)
 Quarterly Transactions
and Holdings Report
 (even if you did not make a personal transaction)
Annual Holdings Certification & Quarterly Transaction Report
 Provide Covered Account statement(s)
(current, within 45 days prior to start date)
 
Covered Account(s) Certification
Code of Ethics, Insider Trading and Compliance Manual Acknowledgements
Code of Ethics, Insider Trading and Compliance Manual Acknowledgements

New Accounts
All Access Persons must promptly report any new Covered Account for themselves, their spouse, domestic partner, child or any other Immediate Family Member. Unless the account has been reported, no personal securities transactions can occur within the account.


 
4 Access Persons who fail to submit the Initial Holdings Report/Questionnaire within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transaction until such report is submitted, and may be subject to other sanctions.

 
 

 


The US Compliance Team will send a standard letter to US broker-dealer(s) or bank(s), requesting duplicate statements and confirmations. However, it is the employee’s responsibility to ensure that duplicate statements and confirmations (or the local equivalent) are provided promptly.  Confirmations should be provided within (10) calendar days.
 
 
Sanctions
 
Depending on the severity of the infraction, you may be subject to sanctions for violating the Code of Ethics and related personal trading controls (e.g., failing to pre-clear transactions, reporting accounts, and submitting statements and/or initial, quarterly and annual certification forms).  Sanctions may include but are not limited to:
 
·  
verbal or written warnings,
·  
letters of reprimand,
·  
suspension of personal trading activity,
·  
disgorgement and forfeiture of profits,
·  
suspension, and/or
·  
termination of employment  
 
Repeated immaterial violations will be communicated to your supervisor, Department Head and the Global CCO for corrective action. Material violations will be escalated to the Ethics Committee and subsequently reported to the Board of Directors of Dimensional and other sub-advised boards as required.
 
 
Communications with Disinterested Trustees and Outside Directors
 
Dimensional attempts to keep directors/ trustees informed with respect to Dimensional’s investment activities through reports and other information provided to them in connection with board meetings and other events. However, it is Dimensional’s policy not to communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients).  Any information requests by Disinterested Trustees or Outside Directors should be reported to General Counsel or the Global CCO.
 
Disinterested Trustees are not subject to the reporting requirements except to the extent the Disinterested Trustee knew or, or in the ordinary course of fulfilling his or her duties as a director, should have known that during the 15 days immediately before or after the Disinterested Trustee’s transaction in a Covered Security, a US Mutual Fund purchased or sold the covered security, or an Advisor considered purchasing or selling the covered security for a US Mutual Fund.
 
 
Japan Supplement
 
Pursuant to local rules and regulations, Japanese employees have additional restrictions on personal trading (see the Japanese Code of Ethics Addendum).

 

 
 

 


 
Outside Activities

 
Certain types of outside business activities may cause a conflict of interest or an appearance of a conflict of interest. There is no absolute prohibition on a Dimensional employee participating in certain outside activities such as charitable foundations and endowments, provided your participation does not present a conflict of interest and you comply with the Code. For example, serving on the board of directors of a publicly-traded company presents clear potential for a conflict of interest, while serving on a board of directors of a charitable organization generally does not. However, as a practical matter there may be circumstances in which it would not be in Dimensional’s best interest to allow an employee to participate in activities with an outside organization, even if the employee’s participation did not violate Dimenisonal’s policies and procedures. Such as whether the activity would absorb a good part of the employee’s time, potentially affecting their performance at Dimensional.
 
It is impossible to anticipate every conflict of interest that may arise, but activities with outside organizations should be limited to those that either do not present or have the least potential of presenting conflicts of interest. As a result, Dimensional requires that outside business and charitable activities must be approved by your supervisor and Compliance prior to the acceptance of such a position (or if you are new, upon joining the firm).
 
 
Guidelines
 
Serving on the Boards of Public Companies
·  
As a general matter, directorship or (an equivalent position) in an unaffiliated public company (or companies reasonable expected to become public companies) will not be authorized because of the potential conflicts.
 
·  
If you wish to accept a directorship or (an equivalent position), you must obtain prior approval from the Boards of Directors of the Dimensional entities in which you are an employee and/or an officer.
 
Activities with a private organization
 
·  
If you wish to be involved with a private organization (non-Dimensional) in an official capacity (officer, directorship or an equivalent position), you must obtain approval from the Co-CEOs and the Global CCO.
 
Activities with a non-profit organization
·  
If you wish to be involved with a non-profit organization in an official capacity (directorship or an equivalent position), you must notify Compliance in writing as further approval may be required.
 
Compensation
·  
If you receive compensation from an outside organization, you must obtain prior written approval from your supervisor and Compliance.
 

 
 

 


 
 

 
 
Approval process
 
Outside activity requests will be evaluated on a case-by-case basis and approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Obtain written approval from your Supervisor with the activity details and copy your local Compliance Team Designee(s). If any additional information is required, Compliance will reach out to you.
 
In instances where you receive authorization to serve as a director on an outside organization, you are expected to refrain from any direct (or indirect) involvement in the consideration by a Dimensional client of any purchase or sale for securities of that outside organization (or any affiliates of the outside organization) for which you serve as a director.
 

 
 

 


 
Gifts and Business Entertainment5

 
Employees who accept or provide gifts or business entertainment relating to Dimensional business must comply with regulatory requirements, Dimensional’s business practices, and the Code.  The giving (or accepting) of gifts and entertainment may create (or appear to create) a conflict of interest and place Dimensional or a client in a difficult or embarrassing position.  Therefore, embarrassing gifts should never be given (or accepted), and you always should use your best judgment when giving (or accepting) any gift or entertainment to determine whether it is appropriate.
 
 
Gifts
 
In general, you may give (or accept) gifts that do not exceed the annual aggregate amount of USD $100 (or the local currency equivalent). However, you must be mindful that some clients (or prospective clients) may be subject to additional regulatory restrictions or prohibitions on the acceptance of gifts or entertainment and may have to comply with related disclosure requirements. Therefore, you should inquire about any restrictions or disclosure requirements, prior to giving any gifts (or providing business entertainment).
 
Gifts include logo items (e.g. pens, hats, etc.), tickets for events, gift baskets, meals and transportation.
 
This policy does not apply to gifts or charitable donations made by you outside the scope of your responsibilities with Dimensional.
 
Gift Restrictions
·  
You may not give (or accept) gifts in excess of USD $100 (or the local currency equivalent).
·  
You may not give (or accept) gifts in the form of cash or cash equivalents.
·  
Gifts valued in excess of USD $100 must be reported to Compliance and returned unless an exception is granted by the Global CCO or Compliance Designee.
·  
No exceptions will be granted for gifts subject to FINRA’s USD $100 gift limit.
 
 
Business Entertainment
 
Business entertainment includes any event meal or activity whose primary purpose is business and is offered by and attended by a person who has (either directly or through their employer or affiliate) a current or prospective business relationship with Dimensional. This also includes instances where a Dimensional employee is offering the meal, event or activity on behalf of a current or prospective Dimensional client or vendor.
 
Providing Business Entertainment
You may provide business entertainment as long as it is appropriate and reported in writing to your supervisor. Business entertainment provided to a current or a prospective client or vendor will be overseen by your supervisor through the Dimensional expense reporting and approval process. If the business
 


 
5 The giving (or accepting) of all Gifts and Business Entertainment must be reported and logged promptly. Contact a member of your local Compliance Team. US employees refer to the designee(s) list on Be.Dimensional.

 
 

 


 
entertainment exceeds USD $100 per person, you will need to provide a written explanation along with the name of the client, business vendor or organization.
 
Receiving Business Entertainment6
You may receive business entertainment as long as it is appropriate and reported in writing to your supervisor. If the estimated value of the business entertainment you receive is expected to exceed USD $100 per person, you will need to report the event in writing to the head of your department.  Certain types of business entertainment will require pre-approval by your department head. These include:
 
·  
Attending business related events with an expected value in excess of USD $100 per person (or the local equivalent);
·  
Meals or events in which family members or friends are present; and
·  
Attending meals or events in which 5 or more Dimensional employees are in attendance.
 
 
Unions and Union Officials
Special reporting rules apply when Dimensional employees furnish any gift or entertainment in excess of USD $250 in any calendar year to labor unions, union officials, agents or consultants of a Taft-Hartley plan.  Please report all gifts or entertainment involving a union or union official to either Legal or Compliance. If applicable, Legal will be responsible for filing the required LM-10 form with the Department of Labor.
 
Supplemental Policies
 
·  
U.K. Supplemental Gift & Business Entertainment Policy
 
·  
Singapore Supplemental Gift and Entertainment Policy
 
·  
Japan Addendum to Gift and Entertainment
 


 
6 If the person (or entity) paying for the entertainment does not have a representative in attendance, the event constitutes as a gift and is subject to the gift restrictions.

 
 

 


 
Political Contributions

 
The U.S. Securities and Exchange Commission’s political contribution regulation, known as the “pay to play” rules7, limits contributions8 by investment advisers and certain of their employees to certain Covered Government Officials.  In addition, Dimensional is subject to a variety of Federal, state and local restrictions regarding political contributions, as well as contractual restrictions between Dimensional and certain clients.
 
Although Dimensional encourages civic and community involvement by its directors, officers and employees, Dimensional desires to avoid any situation that could curtail Dimensional’s current business or business prospects, raise potential or actual conflicts of interest, or create an appearance of impropriety in the context of Dimensional’s business relationships.  Accordingly, all contributions by a director, officer, employee or Immediate Family Member of a director, officer or employee of Dimensional (each a “Contributor”), must be made on the Contributor’s behalf, entirely voluntary, and should not  be in an amount (determined by Contributor taking into account the Code) that is likely to influence a candidate’s judgment regarding any continued or future business with Dimensional.
 
Specifically, this policy prohibits a Contributor from making political contributions when the solicitation or request for such contributions implies that continued or future business with Dimensional depends on making such contributions.  Similarly, no contributions should be made that create the appearance that Dimensional stands to benefit in its business relations because of the Contributor’s contribution.  If a Contributor is unsure if a particular political contribution would be in compliance with this policy, they should consult Dimensional’s U.S. Legal and/or Compliance Department.
 
More specifically, the following actions are prohibited:
·  
Contributors are prohibited from making political or charitable contributions for the purpose of obtaining or retaining potential or existing public entity clients;
·  
Contributors are prohibited from making any contributions that create the appearance that Dimensional stands to benefit in its business relations because of such contribution; and
·  
Contributors from Dimensional’s non-U.S. based advisor affiliates are prohibited from making any political contributions to Federal, state or local candidates for elective office in the United States.

In order to prevent an inadvertent violation of the “pay to play” rules, Contributors are prohibited from making political contributions, with the exception of contributions to incumbent candidates for Federal offices, without prior approval from the Global CCO to any of the following:
·  
Covered Government Officials
·  
Political Action Committees (PACs)
 
 
Requests for approval of political contribution must be submitted through the CRS and cannot exceed Federal, state or client limitations.  Dimensional’s Compliance Department will be responsible for maintaining


 
7 Rule 206(4)-5
 
8 Contributions include, but are not limited to, monetary contributions, gifts and loans (including in-kind contributions, such as donation of goods or services).

 
 

 


the required books and records associated with employee political contributions to ensure the reports are kept confidential.  In addition, Dimensional’s Global CCO or a Chief Executive Officer may grant exceptions to the contribution limitation on a case-by-case basis.  Violations of this policy will not necessarily be deemed to be violations of the “pay to play” rules; all violations of this policy will be discussed by Dimensional’s Global Legal and Compliance Officers in making that determination.

If you have any questions about the policy, please contact the U.S. Legal and/or Compliance Department.
 

 
 

 


 
Other Policy Highlights

 
 
Policy Against Bribery and Corruption
 
Dimensional employees are prohibited from giving, offering or promising anything of value to a non-U.S. Government official with the intent to improperly obtain (or retain) any advantage.
 
For a full explanation of the policy, please refer to the Bribery and Corruption Policy and the supplemental policies for the following:
 
·  
Anti-Corruption Policy (U.K.)
 
 
Privacy Policies
 
You should be aware of your local privacy policies Dimensional Privacy Policy and Procedures, Dimensional Fund Advisors Ltd., Australian Supplemental Privacy Policy Statement and the Singapore Supplemental Privacy Policy. Information concerning Dimensional’s clients that you acquire in connection with your employment at Dimensional is proprietary. As an employee, contractor or consultant you have access to computers, systems and corporate information in order to do your job. This access means that you have an obligation to use these systems responsible and follow company policies to protect information and systems.
 
You are prohibited from sending or forwarding sensitive or confidential data to your personal email address.
 
If you have any general questions about the Code, please contact a member of your local Compliance Team.
 

 





 
 

 


 
Glossary of Terms

 
The following definitions apply to the bold terms used throughout the brochure:
 
1940 Act means the Investment Company Act of 1940.

529 Account(s) (or 529 Plans) which have the ability to hold Dimensional Managed Funds are listed on Be.Dimensional.

Access Person means:
·  
any director/trustee, officer or general partner of the US Mutual Funds or Dimensional Entities;
·  
any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of covered securities for any registered investment company for which the Distributor acts as the principal underwriter;
·  
employees of Dimensional who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of covered securities, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;
·  
any natural persons in a control relationship with one or more of the U.S. Mutual Funds or Advisors who obtain information concerning recommendations made to such the U.S. Mutual Funds or other advisory clients with regard to the purchase or sale of covered securities, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to U.S. Mutual Funds or advisory clients regarding the purchase or sale of covered securities; and
·  
any Supervised Person (which may include contractors or consultants) who has access to nonpublic information regarding client securities transactions, research or portfolio holdings of any Dimensional Managed Funds.

Advisers Act means the Investment Advisers act of 1940.

Advisor means Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.
 
Beneficial Ownership means the employee has or shares a direct or indirect pecuniary interest in the securities held in an account.  Employees have pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.  It is presumed that you have beneficial ownership interests in any account held individually or jointly, by you or by your Immediate Family Member or domestic partner (or an unrelated adult with whom you share your home and contribute to each other’s support) including but not limited to family trusts and family partnerships (’34 Act, rule 16a-1).
 
Covered Account includes any broker-dealer, investment adviser, bank or other financial institutions in which an Access Person maintains an account in which any securities are held or the account has the ability to hold securities for the direct or indirect benefit of such Access Person.
 

 
 

 


 
Covered Government Official means any person who is, at the time of the contribution, an incumbent or a candidate for state or local government office (including any candidate for a federal office currently holding a state or local office).
 
Designated Officer means the Global Chief Compliance Officer or any employee from the Dimensional Entities designated by the Global CCO.
 
Dimensional means (i) DFA Investment Dimensions Group Inc., the DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the “US Mutual Funds”), (ii) Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Retirement Plan Services LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd (collectively, the “Dimensional Entities”); and (iii) DFA Securities LLC (the “Distributor”).
 
Dimensional Managed Funds means any series/portfolio of the US Mutual Funds or any other fund advised by or sub-advised by any of the Advisors.
 
Discretionary Account means a personal account in which you have completely turned over decision-making authority to a professional money manager (who is not an Immediate Family Member or not otherwise covered by the Code) and you have no direct or indirect influence or control over the account. Such accounts are often referred to “professionally managed” or “managed accounts.”
 
Disinterested Trustee means a director/trustee of the US Mutual funds who is not considered to be an “interested person” of the US Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.
 
Ethics Committee means the Ethics Committee appointed by the directors/trustees of the Dimensional Entities and consists of the following officers of Dimensional Fund Advisors LP: Co-Chief Executive Officers, General Counsel, Co-Head of Portfolio Management and Trading and the Global Chief Compliance Officer.

Exempt Security means the following:
·  
direct obligations of the U.S. Government, or direct obligations of a “Sovereign Government” (e.g. Government of the United Kingdom, Commonwealth Government of Australia, etc.);
·  
bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreements);
·  
shares of money market funds;
·  
shares of registered open-end investment companies;
·  
shares issued by unit investment trust that are invested exclusively in one or more registered open-end investment companies (none of which are Dimensional Managed Funds); and
·  
privately issued shares of the Advisor.

Immediate Family Member of an employee means any of the following person(s) sharing the same household with the employee:
·  
spouse, civil union or domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, adoptive relationships and legal guardianships;

 
 

 

·  
someone who holds account(s) in which the employee is a joint owner, has trading authority, or Beneficial Ownership; and/or
·  
someone for whom the employee contributes to the maintenance of the household and the financial support of such person.

Outside Director  means a director of any Advisor who is not considered to be an “interested person” of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.
 
SEC Rules include but are not limited to Rule 206(4)-5 and Rule 204A-1 under the Advisers Act, Rule 17j-1 under the Investment Company Act of 1940
 
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act.
 


 
 

 

EX-99.P14 23 p14.htm MFS COE 9-19-14 p14.htm


EXHIBIT NO. 99.(p) 1



MFS Investment Management Code of Ethics



At the direction of the MFS Code of Ethics Oversight Committee (the “Committee”), the above listed personnel and the MFS Investment Management Compliance Department in general, are responsible for implementing, monitoring, amending and interpreting this Code of Ethics.

Table of Contents
Overview and Scope                                                                4
Statement of General Fiduciary Principles                                                                                                                                5
Definitions                                           6
Procedural Requirements of the Code Applicable
to MFS Employees                                                      9
Use of Required Brokers                                                                           10
Reportable Funds Transactions and Holdings                                                                                                                                10
Disclosure of Employee Related Accounts and Holdings11
Transactions Reporting Requirements                                                                                                           11
Discretionary Authorization                                                                                     12
Excessive Trading                                                      12
Use of MFS Proprietary Information                                                                                                           12
Futures and Related Options on Covered Securities13
Initial Public Offering                                                                           13
Investment Clubs and Investment Contests                                                                                                                                13
Trading Provisions, Restrictions and Prohibitions13
Preclearance                                           13
Private Placements                                                                14
Initial Public Offerings                                                                           15
Restricted Securities                                                                15
Short-Term Trading                                                                16
Selling Short                                           16
Service as a Director                                                                16
Trading Requirements Applicable to Research
Analysts, Research Associates and Portfolio Managers17
Administration and Enforcement of the Code of Ethics18
Beneficial Ownership and Control....................................................................................Exhibit A
Reporting Obligations.................................................................. Exhibit B
Specific Country Requirements ......................................................Exhibit C
Access Categorization of MFS Business Units ......................................Exhibit D

The following related policies and information can be viewed on DIVA or on @mfs under Employee Resources>Company Policies. Policies are also available on the Compliance Department’s intranet site (unless otherwise noted).

MFS Inside Information Policy MFS Inside Information Procedures MFS Code of Business Conduct
The Code of Ethics for Personal Trading and Conduct for Non-Management Directors
The Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds
MFS Policy of Handling Complaints MFS-SLF Ethical Wall Policy
Current list of MFS’ direct and indirect subsidiaries (located on the Legal Department intranet site)
Current list of funds for which MFS acts as adviser, sub-adviser or principal underwriter (“Reportable Funds”)
Information Security Policy Antitrust Policy Anticorruption Policy
Political Contributions and Activity Policy Social Media Policy

Note:  The related policies and information are subject to change from time to time.



Overview and Scope
The MFS Investment Management Code of Ethics (the “Code”) applies to Massachusetts Financial Services Company as well as all of its direct and indirect subsidiaries (collectively, the “MFS Companies”), and is designed to comply with applicable U.S. federal securities laws. The MFS Compliance Department, under the direction of MFS’ Chief Compliance Officer and the Code of Ethics Oversight Committee (the “Committee”), administers the Code.
The provisions of the Code apply to MFS “Employees” wherever located and other persons as designated by the Committee, as detailed on page 6 in Part II of the Definitions section of the Code. In certain non-U.S. countries, local laws or customs may impose requirements in addition to those imposed by the Code. MFS Employees residing in a country identified in Exhibit C are subject to the applicable requirements set forth in Exhibit C, as updated from time to time. The Code complements MFS’ Code of Business Conduct. As an Employee of MFS, you must follow MFS’ Code of Business Conduct, and any other firm-wide or department-specific policies and procedures.
This Code does not apply to directors of MFS who are not also MFS Employees (“MFS Non- Management Directors”) or Trustees of MFS’ sponsored SEC registered funds who are not also Employees of MFS (“Fund Non-Management Trustees”). MFS Non-Management Directors and Fund Non-Management Trustees are subject to the Code of Ethics for Personal Trading and Conduct for Non-Management Directors and the Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds, respectively. MFS Employees must be familiar with the Role Limitations and Information Barrier Procedures of these separate codes of ethics. In addition, MFS Employees must understand and comply with the MFS-SLF Ethical Wall Policy.
The Code is structured as follows:
* Section I identifies the general purpose of the Code.
* Section II defines Employee classifications, Employee Related Accounts, Covered Securities and other defined terms used in the Code.
* Section III details the procedural requirements of the Code which are applicable to MFS Employees.
* Section IV identifies the trading provisions and restrictions of the Code which are applicable to Access Persons and Investment Personnel (as defined in Section II).
* Section V details specific trading prohibitions applicable to Research Analysts, Research Associates and Portfolio Managers.
* Section VI outlines the administration of the Code, including the imposition and administration of sanctions.
* Exhibit A provides additional guidance and examples of beneficial ownership and control.
* Exhibit B details the specific reporting obligations for Employees.



I. Statement of General Fiduciary Principles
The MFS Investment Advisers and its subsidiaries owe a fiduciary duty to their advisory clients. MFS Heritage Trust Company (“MHTC”) officers providing investment advice to the Collective Investment Trusts (“CITs”) owe a fiduciary obligation to the CITs. All MFS Employees have an obligation to conduct themselves in accordance with the following principles:
* You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interests of MFS’ Clients;
* You have a duty to attempt to avoid actual and potential conflicts of interest between personal activities and MFS’ Clients’ activities; and
* You must not take advantage of your position at MFS to misappropriate investment opportunities from MFS’ Clients.
As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest(s) with MFS’ Clients or abuse of your position of trust and responsibility.
MFS considers personal trading to be a privilege, not a right. When making personal investment decisions, you must exercise extreme care to ensure that the prohibitions of this Code are not violated. You should conduct your personal investing in such a manner that will eliminate the possibility that your time and attention are devoted to your personal investments at the expense of time and attention that should be devoted to your duties at MFS.
In connection with general conduct and personal trading activities, employees (as defined on page 6 in Section II of the Code) must refrain from any acts with respect to MFS’ Clients, which would be in conflict with MFS’ Clients or cause a violation of applicable securities laws, such as:
* Employing any device, scheme or artifice to defraud;
* Making any untrue statement of a material fact to an MFS Client, or omitting to state a material fact to a client necessary in order to make the statement not misleading;
* Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit; or
* Engaging in any manipulative practice.
It is not possible for the Code to address every situation involving MFS Employees’ personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases with the view of placing MFS’ Clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of the Code will not automatically



insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any MFS Client.


II. Definitions
The definitions are designed to help you understand the application of the Code to MFS Employees, and in particular, your situation. These definitions are an integral part of  the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Compliance Department if you have any questions. Please refer back to these definitions as you read the Code.
A. Categories of Personnel.
1. Investment Personnel means and includes:
a) Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, research associates, traders, support staff, etc; and
b) Other persons designated as Investment Personnel by MFS’ Chief Compliance Officer (“CCO”), MFS’ Conflicts Officer (“Conflicts Officer”) or their designee(s), or the Committee.
2. Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a portfolio or discrete portion of any portfolio. Research Analysts (defined below) are deemed to be Portfolio Managers with respect to any portfolio or discrete portion of any portfolio managed collectively by a committee of Research Analysts (e.g., MFS Research Fund).
3. Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any portfolio or discrete portion of any portfolio.
4. Research Associates are Employees that support Research Analysts and Portfolio Managers by analyzing and presenting information.
5. Access Persons are those Employees, who, (i) in the ordinary course of their regular duties, make, participate in or obtain information regarding the purchase or sale of securities by any MFS Client; (ii) have access to nonpublic information regarding any MFS Client’s purchase or sale of securities; (iii) have access to nonpublic information regarding the portfolio holdings of any MFS Client; (iv) have involvement in making securities recommendations to any MFS Client or have access to such recommendations that are nonpublic; or (v) have otherwise been designated as Access Persons by the CCO, the Conflicts Officer or their designee(s), or the Committee. All Investment Personnel (including Portfolio Managers and Research Analysts) are also Access Persons.

Please see Exhibit D for the Access Person designations of MFS’ Employees.
6. Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.
7. MFS Employees, or Employee, is all officers, directors (excluding non- management directors) and employees of the MFS Companies, and such other persons as designated by the Committee.
8. FINRA Affiliated Person is an Employee who is also associated with a FINRA-member firm, or licensed by FINRA.
9. Covered Person means a person subject to the provisions of this Code. This includes MFS Employees and their related persons, such as spouses and minor children, as well as other persons designated by the CCO or Conflicts Officer, or their designee(s), or the Committee (who, as the case may be, shall be treated as MFS Employees, Access Persons, Non-Access Persons, Portfolio Managers or Research Analysts, as designated by the CCO or Conflicts Officer, or their designees(s), or the Committee). Such persons may include fund officers, consultants, contractors and employees of Sun Life Financial Inc. providing services to MFS.
B. Accounts are all brokerage accounts (excluding 529 Plans) and Reportable Fund accounts.
C. Employee Related Account of any person covered under this Code includes but is not limited to:
1. The Employee’s own Accounts and Accounts “beneficially owned” by the Employee as described below;
2. The Employee’s spouse/domestic partner’s Accounts and the Accounts of minor children and other relatives living in the Employee’s household;
3. Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in the Employee’s household have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and
4. Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives living in the Employee’s household exercises investment discretion or direct or indirect influence or control. For purposes of this definition “direct or indirect influence or control” includes the ability of the Employee to amend or terminate the applicable investment management agreement.
See Exhibit A for a more detailed discussion of beneficial ownership and control. For additional guidance in determining beneficial ownership and control, contact the Compliance Department.






D. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and MFS contributions to the MFS retirement plans.
E. CCO means MFS’ Chief Compliance Officer.
F. Committee means the Code of Ethics Oversight Committee.
G. Conflicts Officer means MFS’ Conflicts Officer.
H. Covered Securities are generally all securities. See Exhibit D for application of the Code to the various security types and for a list of securities which are not Covered Securities.
I. IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or (if necessary) a foreign financial regulatory authority.
J. MFS Client includes any advisory client of the MFS Investment Advisers.
K. Private Placement means a security offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-
U.S. jurisdictions. Examples of private placements include investments in private companies, hedge fund offerings, "crowd funding" / "crowd" source capital and other similar investments.  If you are unsure whether the securities are issued in a private placement, you must consult with the Compliance Department).
L. Portfolio means any fund or account or any discrete portion of a fund or account of a MFS Client.
M. Investment Related Proprietary Information is information in which MFS has invested its own resources or soft dollars to acquire or develop and/or taken reasonable measures to keep confidential. It does not include information that is generally known or is readily ascertainable. Examples of Proprietary Information include, but are not limited to, internally developed research, research acquired with soft dollars, portfolio transactions and portfolio holdings.
N. Reportable Fund means any fund for which a MFS Company acts as investment adviser, sub-adviser or principal underwriter. Such funds include MFS’ retail funds, MFS Variable Insurance Trust, MFS Variable Insurance Trust

II, MFS Institutional Trust, and funds for which MFS serves as sub-adviser1, as well as MFS offshore funds (e.g., MFS Meridian Funds). See the PTA home page or compliance intranet site for a link to the list of Reportable Funds.
O. MFS Investment Advisers means MFS Investment Management, MFS Institutional Advisors, Inc., MFS Investment Management Canada Ltd., MFS International Ltd., MFS International (U.K.) Limited, MFS International Singapore Pte Ltd. and MFS Investment Management K.K.


III. Procedural Requirements of the Code Applicable to MFS Employees (Non- Access Persons, Access Persons and Investment Personnel)
A. Compliance with Applicable Federal Securities Laws:
The MFS Companies are subject to extensive regulation. As an MFS Employee, you must comply not only with all applicable federal securities laws but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable federal securities laws. MFS Employees residing outside the U.S. must also comply with local securities laws (see Exhibit C for specific country requirements). In addition, MFS Employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of MFS Clients, whether or not covered by the provisions of this policy.
B. Reporting Violations:
MFS Employees are required to report any violation, whether their own or another individual’s, of the Code, Inside Information Policy and related procedures, Code of Business Conduct, MFS’ Business Gift and Entertainment Policy, Information Security Policy, Political Contributions and Activities Policy, Social Media Policy, Anticorruption Policy and Antitrust Policy and any amendments thereto (collectively, the “Conduct Policies”). Reports of violations other than your own may be made anonymously and confidentially to the MFS Corporate Ombudsman, as provided for in the MFS Policy of Handling Complaints. Alternatively, you may contact the CCO or the Conflicts Officer or their designee(s).
C. Certification of Receipt and Compliance:
1. Initial Certification (New Employee).
Within 10 calendar days of commencement of employment, each new MFS Employee must certify that they have read and understand the provisions of the Conduct Policies. This certification must be completed using the Code of


1 Although exchange traded funds sub-advised by MFS meet the definition of reportable funds, investing in ETFs sub-advised by MFS, including the SPDR MFS Systematic Core Equity ETF, the SPDR MFS Systematic Growth Equity ETF and the SPDR MFS Systematic Value Equity ETF is prohibited. Please refer to Section III-O for additional information.

Ethics system at https://mfs.ptaconnect.com. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using paper forms.
2. Quarterly Certification of Compliance.
On a quarterly basis, Employees will be expected to certify that they: (i) have been directed to electronic copies of the then current Conduct Policies;
(ii) have read and understand the Conduct Policies and recognize that they are subject to their requirements; and (iii) have complied with all applicable requirements of the Conduct Policies. This certification shall apply to all Employee Related Accounts, and must be completed using the Code of Ethics system at https://mfs.ptaconnect.com. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.
D. Use of Required Brokers:
Employees located in the U.S. are required to maintain Employee Related Accounts at, and execute all transactions in Covered Securities through, one or more broker-dealers as determined by the Committee. (A list of required brokers is located on https://mfs.ptaconnect.com). New Employees should initiat            e a transfer of Employee Related Accounts to one or more of the required brokers within 45 days of their hire date. Upon opening such an Account, Employees are required to disclose the Account to the Compliance Department. MFS Employees must also agree to allow the broker-dealer to provide the Compliance Department with electronic reports of Employee Related Accounts and transactions executed therein and to allow the Compliance Department to access all Account information. In addition, if the Compliance Department detects an Employee Related Account that was not reported by the Employee, the Compliance Department will request all statements since the Employee's hire date.
Employees located in the U.S. are required to receive approval from the Committee to maintain an Employee Related Account with broker-dealers other than those on the required brokers list. Permission to open or maintain an Employee Related Account with a broker-dealer other than those on the list of approved brokers will not be granted or may be revoked if, among other things, transactions are not reported as described below in Transactions Reporting Requirements, Section III G. The Committee may grant or withhold approval to Employees to open or maintain an Employee Related Account with broker- dealers other than those on the required brokers list in its sole discretion.
Employees should not have any expectation that the Committee will grant approval to open or maintain an Employee Related Account with any broker- dealer other than one on the required brokers list.



E. Reportable Funds Transactions and Holdings:
Employees are required to purchase and maintain investments in Reportable Funds sponsored by MFS through MFS, or another entity designated by MFS for Reportable Funds not available for sale in the U.S. Transactions and holdings in sub-advised Reportable Funds or Reportable Funds not available for sale in the U.S. must be reported as described in Sections III-F and III-G below. (See the PTA homepage and the compliance intranet site for a list of products sub-advised by MFS.)
In addition, MFS Employees are subject to the same policies against excessive trading that apply for all shareholders in Reportable Funds. These policies, which are described in the Reportable Funds’ prospectuses, are subject to change.
F. Disclosure of Employee Related Accounts and Holdings (for details on the specific reporting obligations, see Exhibit B):
1. Initial Report.
Each new Employee must disclose to the Compliance Department all Employee Related Accounts and all holdings in Covered Securities whether or not held in an Employee Related Account within 10 calendar days of their hire. This includes Covered Securities held directly with the transfer agent or in a dividend reinvestment plan. This report must be made using the Code of Ethics system at https://mfs.ptaconnect.com. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The report must contain information that is current as of a date no more than 45 days prior to the  date the report is submitted. Also, any Employee Related Accounts newly associated with an Employee, through marriage or any other life event, must be disclosed promptly but no later than prior to completion of the next Quarterly Certification.
2. Annual Update.

On an annual basis, Employees will be required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities, whether or not held in an Employee Related Account. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to holdings in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.
G. Transactions Reporting Requirements:
Each Employee must either report and/or verify all transactions in Covered Securities. Reports must show any purchases or sales for all Covered Securities whether or not executed in an Employee Related Account. Reports must show any purchases or sales for all Covered Securities. Employees must submit a quarterly report within 30 days of calendar quarter end even if they had no transactions in Covered Securities within the quarter. Reports must be submitted using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. For purposes of this report, transactions in Covered Securities that are affected in Automatic Investment Plans need not be reported. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to transactions in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.  Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.
H. Employees on Leave:
Active Employees who are on leave from MFS are still MFS Employees and as such are subject to the Code as well as to MFS’ other Conduct Policies. Active Employees on leave must continue to report holdings and transactions while on leave consistent with the requirements of Section III. Active Employees on leave will be required to preclear trades if such employees are Access Persons or Investment Personnel and to certify to their compliance for the period of their leave, including verification of transactions and holdings reports, upon their return to work. Inactive Employees who are no longer Access Persons under the Code will not be subject to the Code for the duration of such period of inactivity.

I. Discretionary Authorization:
Generally, Employees are prohibited from exercising discretion over Accounts in which they have no beneficial interest. Under limited circumstances, and only with prior written approval from the Compliance Department, an Employee may be permitted to exercise such discretion. In addition, Employees must receive prior written approval from the Compliance Department before: (i) assuming power of attorney related to financial or investment matters for any person or entity; or (ii) accepting a position on an investment committee for any entity.
Further, Employees must notify the Compliance Department upon becoming an executor or trustee of an estate.
J. Excessive Trading:
Excessive or inappropriate trading that interferes with job performance or compromises the duty that MFS owes to MFS Clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Compliance Department and reported to senior management for review. A pattern of excessive trading may lead to disciplinary action under the Code.
K. Use of MFS' Investment Related Proprietary Information:
MFS’ investment recommendations and other Investment Related Proprietary Information are for the exclusive use of MFS Clients. For purposes of this paragraph, MFS Clients include clients of PPM Sponsors and exclude PPM Sponsors themselves. Employees should not use MFS’ Investment Related Proprietary Information for personal benefit or to benefit others. For the avoidance of doubt, this means that you should not recommend securities to non clients based on MFS Investment Related Proprietary Information.
Any pattern of personal trading or emails suggesting use of MFS’ Investment Related Proprietary Information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS’ investment recommendations is prohibited. Personal trading conducted in a manner consistent with the pre-clearance rules and other provisions of the
Code is presumed not to be in violation of this section. This presumption, however, is rebuttable if trading patterns and/or other activities indicate otherwise.
L. Futures, Options and Other Derivatives on Covered Securities and Exchange Traded Funds ("ETFs") and Exchange Traded Notes ("ETNs"):
Employees are prohibited from using derivatives on Covered Securities or ETFs and ETNs to evade the restrictions of this Code. Employees may not use derivatives with respect to a Covered Security or make an investment in an ETF/ETN in order to gain exposure to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security. For example, if a pre-clearance request to buy a security is denied, trading an ETF that has

10% exposure to the same underlying security would be considered a violation of the Code.
M. Initial Public Offerings:
Employees are generally prohibited from purchasing equity securities in an IPO. Contact the Compliance Department to determine eligibility.
N. Investment Clubs and Investment Contests:
MFS generally prohibits Employees from direct or indirect participation in investment clubs and investment contests. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes or winnings as a result of participation in such activities. Employees should understand that this prohibition applies with equal force to an investment contest in which contest winners do not win a prize with any monetary value.
O. Investments in Exchange Traded Funds Sub-advised by MFS:
Employees are prohibited from investing in ETFs sub-advised by MFS, including the SPDR MFS Systematic Core Equity ETF, the SPDR MFS Systematic Growth Equity ETF and the SPDR MFS Systematic Value Equity ETF.


IV. Trading Provisions, Restrictions and Prohibitions Applicable to All Access Persons and Investment Personnel (collectively, “Access Persons” unless otherwise noted)
A. Pre-clearance:
Access Persons must pre-clear before effecting a personal transaction in any Covered Security, except for Reportable Funds. Note: All closed-end funds, including closed-end funds managed by MFS, must be pre-cleared.
Generally, a pre-clearance request will not be approved if it would appear that the trade could have a material influence on the market for that security or would take advantage of, or hinder, trading by any MFS  Client within a reasonable number of days. Additionally, any pre-clearance request may be evaluated to determine compliance with other provisions of the Code relevant to the trade or as market or other conditions warrant.
To avoid inadvertent violations, good-till-cancelled orders are not permitted.
Pre-clearance requests will generally be limited to US trading hours with the exception of international employees where pre-clearance is permitted during a specific time-frame as determined by the Committee.
* Information regarding current pre-clearance hours is available on the Code of Ethics system at https://mfs.ptaconnect.com.

Except as otherwise determined by the Committee, pre-clearance approval is good for the same business day authorization is granted (with the exception of employees located in Japan, Hong Kong, Singapore and Australia who have an additional day to execute a trade).
* In order to pre-clear, an Access Person must enter his/her trade request into the Code of Ethics system ( https://mfs.ptaconnect.com) on the day they intend to trade.
By seeking pre-clearance, Access Persons will be deemed to be advising the Compliance Department that they (i) do not possess any material, nonpublic information relating to the security or the issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any MFS Client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Compliance Department.
Pre-clearance may be denied for any reason. An Access Person is not entitled to receive any explanation if their pre-clearance request is denied.
Pre-clearance is not required for the below list of transactions. Please see Exhibit E for whether these transactions need to be reported:
* Purchases or sales that are not voluntary, which include but are not limited to: tender offers, transactions executed by a broker to cover a negative cash balance in an account, broker disposition of fractional shares, and debt maturities. Transactions executed as a result of a margin call or forced cover of a short position do not fall under this exception and must be pre-cleared;
* Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance;
* Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit E); and
* Subject to prior approval from the Committee, trades in an account where investment discretion is maintained by or delegated to an independent third party.
B. Private Placements:
Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement including a Private Placement of a pooled vehicle managed by MFS. The Compliance Department will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the Compliance Department with a completed Private Placement Approval Request (see Exhibit F). Access Persons are prohibited from participating in “Private Investments in Public Equity Securities" transactions (commonly referred to as “PIPES” offerings).

If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section III. F. and Section III. G.).
If the Access Person is also a Portfolio Manager and has a material role in the subsequent consideration of securities of the issuer (or one that is affiliated) by any MFS Client portfolio after being permitted to make a Private Placement, the following steps must be taken:
1. The Portfolio Manager must disclose the Private Placement interest to a member of MFS’ Investment Management Committee.
2. An independent review by the Compliance Department in conjunction with other appropriate parties must be obtained for any subsequent decision to buy any securities of the issuer (or one that is affiliated) for the Portfolio Manager’s assigned client portfolio(s) before buying for the portfolio(s). The review must be performed by the Compliance Department in consultation with other appropriate parties.
C. Initial Public Offerings and Secondary Offerings:
Access Persons are generally prohibited from purchasing securities in either an IPO or a secondary offering. Under limited circumstances and only with prior approval from the Compliance Department, in consultation with the Committee and/or other appropriate parties, certain Access Persons may purchase equity securities in an IPO or a secondary offering, provided the Compliance Department and/or other appropriate parties determines such purchase does not create a reasonable prospect of a conflict of interest with any Portfolio. To request permission to purchase equity securities in an IPO or a secondary equity offering, the Access Person must provide the Compliance Department with a completed request form (see Exhibit G). To request permission to purchase new issues of fixed income securities, the Access Person must pre- clear the security using the Code of Ethics system at  https://mfs.ptaconnect.com.
D. Restricted Securities:
Access Persons may not trade for their Employee Related Accounts securities of any issuer that may be on any complex-wide restriction list maintained by the Compliance Department.
E. Short-Term Trading:
All Access Persons are prohibited from profiting by entering into opening and subsequent closing transactions involving the same or equivalent Covered Security within 60 calendar days.2   Profits from such trades must be disgorged



2   Opening transactions may include but are not limited to: buying securities long, selling securities short, buying a call to open, selling a call to open, buying a put to open and selling a put to open. Note: certain of these transactions

(surrendered) in a manner acceptable to MFS. Any disgorgement amount shall be calculated by the Compliance Department, the calculation of which shall be binding. This provision does not apply to:
* Transactions in Covered Securities that are exempt from the pre-clearance requirements described above (see Exhibit E);
* Transactions in Covered Securities executed in an Employee Related Account where investment discretion is maintained by or delegated to an independent third party, and the Committee has exempted the Account from preclearance requirements in Section IV. A.; or
* Transactions effected through an Automatic Investment Plan.
F. Selling Short:
Access Persons must not sell securities short. This prohibition includes
option transactions designed to achieve the same result, such as writing naked calls or buying puts without a corresponding long position.
G. Service as a Director:
Access Persons must obtain prior approval from the Compliance Department to serve on a board of directors or trustees of a publicly traded company or a privately held company that is reasonably likely to become publicly traded within one year from the date the Access Person joined the board (for purposes of the Code, a registered investment company that issues redeemable securities registered under the Securities Act of 1933 constitutes a publicly traded company even though no secondary market transactions may occur). In the event an Access Person learns that a privately held company for which the Access Person serves as a director or trustee plans to make a public offering, the Access Person must promptly notify the Compliance Department. Access Persons serving as directors or trustees of publicly traded companies may be isolated from other MFS Employees through “information barriers” or other appropriate procedures.
Access Persons who would like to serve on a board of directors or trustees of a non-profit organization or a privately held company that is not reasonably likely to become publicly traded within one year from the date the Access Person joined the board should refer to the Code of Business Conduct  prior to participating in the outside activity.


V. Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers




are prohibited outright under Section IV-F of the Code. Please contact the Compliance Department with any questions with respect to the application of this prohibition.



A. Portfolio Managers Trading in Reportable Funds:
No Portfolio Manager shall buy and sell (or sell and buy) shares within 14 calendar days for his or her Employee Related Accounts of any Reportable Fund with respect to which he or she serves as a Portfolio Manager. This provision does not apply to transactions effected through an Automatic Investment Plan.
B. Portfolio Managers Trading Individual Securities:
Portfolio Managers are prohibited from trading a security for their Employee Related Accounts (a) for seven calendar days after a transaction in the same or equivalent security in a Portfolio for which he or she serves as Portfolio Manager and (b) for seven calendar days before a transaction in the same or similar security in a Portfolio for which he or she serves as Portfolio Manager if the Portfolio Manager had reason to believe that such Portfolio was reasonably likely to trade the same or similar security within seven calendar days after a transaction in the Portfolio Manager’s Employee Related Accounts. If a Portfolio Manager receives pre-clearance authorization to trade a security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in a Portfolio for which the Employee serves as Portfolio Manager, the Portfolio Manager must contact the Compliance Department prior to executing any trades for his or her Employee Related Account and/or Portfolio.
C. Affirmative Duty to Recommend Suitable Securities:
Research Analysts have an affirmative duty to make unbiased and timely recommendations to MFS Clients. Research Analysts and Research Associates are prohibited from trading a security they researched on behalf of MFS, or are assigned to research, in an Employee Related Account if he or she has not communicated information material to an investment decision about that security to MFS Clients in a research note. In addition, Research Analysts are prohibited from refraining to make timely recommendations of securities in order               to avoid actual or potential conflicts of interest with transactions in those securities in Employee Related Accounts. For purposes of this and similar provisions herein, including information in a research note or a revised research note constitutes communication to an MFS client.



VI. Administration and Enforcement of the Code of Ethics
A. Applicability of the Code of Ethics’ Provisions:
The Committee, or its designee(s), has the discretion to determine that the provisions of the Code do not apply to a specific transaction or activity. The Committee will review applicable facts and circumstances of such situations,



such as specific legal requirements, contractual obligations or financial hardship. Any Employee who would like such consideration must submit a request in writing to the Compliance Department.
B. Review of Reports:
The Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may or may not be notified of the Compliance Department’s review.
C. Violations and Sanctions:
Any potential violation of the provisions of the Code or related policies will be investigated by the Compliance Department, or, if necessary, the Committee. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to, one or more of the following: a warning letter, fine, profit surrender, personal trading ban, termination of employment or referral to civil or criminal authorities. Material violations will be reported promptly to the Board of Trustees of the Reportable Funds or relevant committee(s) of the Board.
D. Appeal of Sanction(s):
Employees deemed to have violated the Code may appeal the determination by providing the Compliance Department with a written explanation within 30 days of being informed of the outcome. If appropriate, the Compliance Department will review the matter with the Committee. The Employee will be advised whether the sanction(s) will be imposed, modified or withdrawn. Such decisions on appeals are binding. The Employee may elect to be represented by counsel of his or her own choosing and expense.
E. Amendments and Committee Procedures:
The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practices. The Committee shall submit any such amendments to MFS’ Policy Committee for approval and the MFS Internal Compliance Controls Committee for ratification. In addition, the Committee shall submit any material amendments to this Code to the Board of Trustees of the Reportable Funds, or its designee(s), for approval no later than 6 months after adoption of the material change.

Exhibit A




Beneficial Ownership and Control
The MFS Investment Management Code of Ethics (the “Code”) states that the Code’s provisions apply to accounts beneficially owned by the Employee, as well as accounts under direct or indirect influence or control of the Employee. Essentially, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:
* Accounts and securities held by immediate family members sharing the same household; and
* Securities held in trust (certain exceptions may apply at the discretion of the Committee).
In addition, the Code may apply to accounts under the direct or indirect influence or control of the Employee even when the Employee is not considered a beneficial owner.


Practical Application
* If an adult child is living with his or her parents: If the child is living in the parents’ house, but does not financially support the parent, the parents’ accounts and securities are not beneficially owned by the child. If the child works for MFS and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code. If, however, one or both parents work for MFS, and the child is supported by the parent(s), the child’s accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child’s accounts and securities.
* Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the Employee contributes to the maintenance of the household and the financial support of the partner, the partner’s accounts and securities are beneficially owned by the employee and are therefore subject to the Code.
* Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another’s accounts and securities.
* UGMA/UTMA accounts: If the Employee, or the Employee’s spouse, is the custodian for a minor child, the account is beneficially owned by the Employee. If someone other than the Employee, or the Employee’s spouse, is the custodian for the Employee’s minor child, the account is not beneficially owned by the Employee. If the Employee, or the Employee’s spouse, is the beneficiary of the account and is age    of majority (i.e., 18 years or older in Massachusetts) then the account is    beneficially owned by the Employee/Spouse.

Exhibit A




* Transfer on Death accounts (“TOD accounts”): TOD accounts where the Employee becomes the registrant upon death of the account owner are not beneficially owned by the Employee until the transfer occurs (this particular account registration is not common).
* Trusts:
o If the Employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity (see the Code of Business Conduct) and generally will be subject to case-by-case review for Code applicability.
o If the Employee is a beneficiary and does not share investment control with a trustee, the Employee is not a beneficial owner until the trust is distributed.
o If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.
o If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.
o If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.
o If the Employee is a settler of a revocable trust, the trust is beneficially owned by the Employee.
o If the Employee’s spouse/domestic partner is trustee and beneficiary, a case- by-case review will be performed to determine applicability of the Code.
* College age children: If an Employee has a child in college and still claims the child as a dependent for tax purposes, the Employee is a beneficial owner of the child’s accounts and securities.
* Powers of attorney: If an Employee has been granted power of attorney over an account, the Employee is not the beneficial owner of the account until such time as the power of attorney is triggered to permit the employee to trade or make other investment decisions.
* Outside Business Activities (See Code of Business Conduct):
o If the Employee serves in a role that requires that he/she exercise investment discretion with respect to Covered Securities, then the related Account is considered to be under the control or influence of the Employee.
o If the Employee serves in a role that requires/allows that he/she delegate investment discretion to an independent third party, then the activity will be subject to a case by case review for Code applicability.

Exhibit B







Reporting Obligations

A. Initial and Annual Holdings Reports
Employees must file initial and annual holdings reports (“Holdings Reports”) as follows.
1. Content of Holdings Reports
* The title, number of shares and principal amount of each Covered Security;
* The name of any broker or dealer with whom the Employee maintained an account in which ANY securities were held for the direct or indirect benefit of the Employee; and
* The date the Employee submits the report.
2. Timing of Holdings Reports
* Initial Report - No later than 10 days after the person becomes an Employee. The information must be current as of a date no more than 45 days prior to the date the person becomes an Employee.
* Annual Report – Annually, and the information must be current as of a date no more than 45 days before the report is submitted.
3. Exceptions from Holdings Report Requirements
No holdings report is necessary:
* For holdings in securities that are not Covered Securities; or
* With respect to securities held in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.
B. Quarterly Transaction Reports
Employees must file a quarterly transactions report (“Transactions Report”) with respect to:
(i) any transaction during the calendar quarter in a Covered Security in which the Employee had any direct or indirect beneficial ownership; and
(ii) any account established by the Employee during the quarter in which ANY securities were held during the quarter for the direct or indirect benefit of the Employee.

Exhibit B




Brokerage statements may satisfy the Transactions Report obligation provided that they contain all the information required in the Transactions Report and are submitted within the requisite time period as set forth below.
1. Content of Transactions Report
a. For Transactions in Covered Securities
* The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;
* The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
* The price of the Covered 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 the report was submitted by the Employee.
b. For Newly Established Accounts Holding ANY Securities
* The name of the broker, dealer or bank with whom the Employee established the account;
* The date the account was established; and
* The date the report was submitted by the Employee.
2. Timing of Transactions Report
No later than 30 days after the end of the calendar quarter.
3. Exceptions from Transactions Report Requirements
No Transactions Report is necessary:
* For transactions in securities that are not Covered Securities;
* With respect to transactions effected pursuant to an Automatic Investment Plan; or
* With respect to transactions in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.

Exhibit C





Specific Country Requirements
               (For MFS Employees Located in Offices Outside of the U.S.)


United Kingdom
The UK Financial Conduct Authority rules on personal account dealing are contained in Chapter 11 of the FCA Handbook’s Conduct of Business Sourcebook (“COBS”). Further details of the compliance requirements in relation to COBS are in the MFS International (UK) Limited (“MIL UK”) Compliance Manual.
As an investment management organization, MIL UK has an obligation to implement and maintain a meaningful policy governing the investment transactions of its employees (including directors and officers). In accordance with COBS 11.7.1R, this policy is intended to minimize conflicts of interest, and the appearance of conflicts of interest, between the employees and clients of MIL UK, as well as to effect compliance with the provisions of part
(V) of the Criminal Justice Act 1993, which relates to insider dealing, and part (VIII) of the Financial Services and markets Act 2000, which relates to market abuse and the FCA’s Code of Market Conduct. This policy is incorporated by reference into the MIL UK Compliance Manual, which should be read in conjunction with this Code.
Under COBS, MIL UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with MIL UK’s duties to its customers. In ensuring this is and continues to be the case, MIL UK must ensure it has in place processes and procedures which enable it to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.
In addition, in respect of UK-based employees, spread betting on securities is prohibited. For specific guidance, please contact the MIL UK Compliance Officer.

Japan
MFS Investment Management K.K., MFS’ subsidiary in Japan (“MIMkk”), and its employees, are under the supervision of the Japanese FSA and Kantoh Local Financial Bureau as an investment manager registered in Japan. MIMkk and its employees are regulated by the following laws/guidelines.
* Financial Instruments and Exchange Law, Chapter VI – Regulations for Transactions, etc. of Securities.
* Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association (”JSIAA”).
* Guideline for Monitoring Personal Trading by Investment Trust (Toshin) Association (“ITA”).

Exhibit C




In addition, MIMkk employees are prohibited from holding Covered Securities for a period less than six months.
This policy is incorporated by reference into the MIMkk Compliance Manual, which should be read in conjunction with this Code.
For specific guidance, please contact Tatsuya Shimizu, MIMkk’s Compliance Officer.

Exhibit D




Access Categorization of MFS Departments


Employees assigned to the following business units, departments or roles have been designated as “Access Persons”:
* Management Group
* Equity
* Fixed Income
* Compliance
* Fund Treasury
* Information Technology
* Global Investment Support
* Internal Audit
* Legal
* Finance
* MFD
* MFSI
* ARG
* IGS
* MIL
* Employees who are members of the Management Committee, the Operations Committee or the Leadership Forum
* Employees who have access to the Investment Research System, the equity trading system or the fixed income trading system
* Employees who have access to any system containing information related to current portfolio holdings





Employees assigned to the following business units, departments or roles have been designated as “Non-Access”:
* Human Resources
* Service Center
* Corporate Services and Property Management

Exhibit E




Security Types and Pre-Clearance and Reporting Requirements
(This list is not all inclusive and may be updated from time to time. Contact the Compliance Department for additional guidance.)

Security TypePre-clearance Required?Transactions and Holdings Reporting Required?Mutual FundsOpen-end investment companies which are not Reportable FundsNoNoNon-MFS 529 PlansNoNoReportable Funds (excluding MFS money market funds)3NoYesClosed-end funds (including MFS closed- end funds)YesYesUnit investment trusts which are exclusively invested in one or more open- end funds, none of which are Reportable FundsNoNoExchange Traded Funds (ETFs) and Exchange Traded Notes (ETNs) including options and structured notes on ETFs and ETNs3NoYesEquitiesEquity securities (including REITS)YesYesOptions, futures and structured notes on equity securitiesYesYesFixed IncomeCorporate bond securitiesYesYesMunicipal bond securitiesYesYesHigh yield bond securitiesYesYesOptions, futures and structured notes on fixed income securitiesYesYes


3Employees are prohibited from investing in ETFs sub-advised by MFS, including the SPDR MFS Systematic Core Equity ETF, the SPDR MFS Systematic Growth Equity ETF and the SPDR MFS Systematic Value Equity ETF.

Exhibit E




U.S. Treasury Securities and other obligations backed by the good faith and credit of the U.S. governmentNoNoDebt obligations that are NOT backed by the good faith and credit of the U.S. government (such as Fannie Mae bonds)YesYesForeign government issued securitiesNoYesVariable rate demand obligations and municipal floatersNoNoMoney market instruments, including commercial paper, bankers’ acceptances, certificates of deposit and repurchase agreements, auction-rate preferred and short-term fixed income securities with a maturity of less than one yearNoNoOtherPrivate placements (including real estate limited partnerships or cooperatives)4YesYesForeign currency including options and futures on foreign currency5,6NoNoCommodities and options and futures on commoditiesNoYesOptions, futures and structured notes based on a security indexNoYesPrivate MFS stock and private shares of Sun Life of Canada (U.S.) Financial Services Holdings, Inc 7NoNoSun Life Financial IncYesYes


4 Note that while transactions in these securities are not required to be pre-cleared using the Code of Ethics Online system, you must obtain prior approval from the Compliance Department before participating in a private placement. See Section IV. B. of the Code.
5 Please remember to report all accounts. On a case by case basis, Compliance may require transaction and holding reporting.
6 To comply with U.S. Commodity Futures Trading Commission Rule 4.23(b)(1) and (2)(ii), MFS principals (for purposes of commodity pool operator registration) must report transactions and holdings.
7 The common stock of Massachusetts Financial Services Company (which is not a publicly-traded company) and the common stock of Sun Life of Canada (U.S.) Financial Services Holdings, Inc. (which is also not a publicly-traded company) are considered to be Covered Securities under this Code. Employees need not pre-clear or report such stock on transactions or holdings reports pursuant to SEC No- Action Letter, Investment Company Institute, November 27, 2000.

Exhibit F





Private Placement Approval Request8
                                          Please Print Employee Name:  Employee Position:

Name                                                        of                                                        Company:_  Dollar amount                              of                              private                              placement:   Dollar amount                    of                    your                    intended                    investment:  Does this company have publicly traded securities?      Yes         No
How were you offered the opportunity to invest in this private
placement?_






What is the nature of your relationship with the individual or
entity?






Was the opportunity because of your position with
MFS?
Would it appear to a regulator or other parties that you are being offered the opportunity to participate in an exclusive, very limited offering as a way to curry favor with you or your colleagues at
MFS?
Are you inclined to invest in the private placement on behalf of the funds/accounts you manage?
Yes           No
Would any other MFS funds/accounts want to invest in this private placement?
Yes           No
Date you require an answer:                                                                                                            Attachments:business summaryprospectusoffering memorandum



8 Access Persons are prohibited from participating in “Private Investments in Public Equity Securities” transactions (commonly referred to as “PIPES” offerings).

Exhibit G





Initial Public Offering Approval Request
Please Print.

Employee Name:

Employee Position:

MFS Phone Extension:


Name of Company:

Aggregate Dollar amount of IPO:

Dollar amount of your intended investment:_

Maximum number of shares you intend to purchase? Is your spouse an employee of the company?
Yes           No
Is your spouse being offered the opportunity to participate in the IPO solely as a result of his or her employment by the company?
Yes           No If no, please explain.                                                                           Not Applicable




Does the ability to participate in the IPO constitute a material portion of your spouse’s compensation for being employed by the company?
Yes           No           Not Applicable
Could it appear to the SEC or other parties that you (or your spouse) are being offered the opportunity to participate in the IPO because of your position at MFS or as a way to curry favor with MFS?
Yes           No If yes, please explain:




Are the IPO shares being offered to your spouse as part of a separate pool of shares allocable solely to company employees?
Yes           No           Not Applicable
Are such shares part of a so-called “friends and family” or directed share allocation?
Yes           No
If your spouse chooses not to participate in the IPO, will the shares that your spouse chooses not to purchase be re-allocated to the general public or to other company insiders?
General Public                                           Other Company Insiders                                                                           Not Applicable
If you are a portfolio manager, are the funds/accounts you manage likely to participate in the IPO?
Yes           No
If you are a portfolio manager, are you aware of other funds/account that would be likely to participate in the IPO?
Yes           No
Are there any other relevant facts or issues that MFS should be aware of when considering your request?
Yes           No If yes, please explain:

Exhibit G








Date you require an answer:                                                                                     ,           . (Note: because IPO approval requests often require additional information and conversations with the company and the underwriters, MFS needs at least three full business days to consider such requests.)
Name and address of IPO lead underwriter, and contact person (if available):


Attachments:                                           offering memorandum                                                                underwriters’ agreementother materials describing eligibility to participate in IPO.



Approved                                Denied


Signature                                Date


Equity Or Fixed Income Signature                                                                                                Date






























 
 

 

EX-99.P16 24 p16.htm MORGAN STANLEY COE OCT 2014 p16.htm



 

 
MORGAN STANLEY INVESTMENT MANAGEMENT1
CODE OF ETHICS AND PERSONAL TRADING GUIDELINES Effective:  October 1, 2014
 
























































1 Ex-Merchant Banking and Real Estate Investing

 
 

 


 
Table of Contents2
 

I.
IN
TRODUCTION............................................................................................................. 3
 
A.
General.............................................................................................................................................3
 
B.
Standards of Business Conduct......................................................................................................3
 
C.
Overview of Code Requirements ...................................................................................................3
 
D.
Definitions ........................................................................................................................................4
 
E.
Grounds for Disqualification from Employment .........................................................................7
II.
TY
PES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS....................... 8
 
A.
Employee Securities Accounts .......................................................................................................8
 
B.
Fully Managed Account .................................................................................................................8
 
C.
Other Morgan Stanley Accounts ...................................................................................................9
 
E.
Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd. ........................................9
 
F.
Mutual Fund Accounts ...................................................................................................................9
 
G.
Issuer Purchase Plans ....................................................................................................................10
 
H.
Investment Clubs ...........................................................................................................................10
 
I.
529 Plans.........................................................................................................................................10
III.           TRADE PRE-CLEARANCE/RESTRICTIONS.......................................................... 10
 
A.           General...........................................................................................................................................10
B.           Initiating a Transaction .................................................................................................................10
C.           Pre-Clearance Valid for One Day Only.........................................................................................11
D.           Restrictions and Requirements for Portfolio Managers and Investment Personnel ...............11
E.           Employees Designated to be “Above the Wall” ............................................................................11
F.           Transacting in Morgan Stanley Securities ....................................................................................11
G.           Trading Derivatives ......................................................................................................................12
H.           Other Restrictions .........................................................................................................................12
I.           Other Activities Requiring Pre-Clearance ....................................................................................13
IV.           HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS ..................... 13
 
A.           Proprietary and Sub-advised Mutual Funds ................................................................................13
B.           Covered Securities..........................................................................................................................13
C.           Holding Requirements Specific to MSIMJ Employees.................................................................13
V.           REPORTING REQUIREMENTS ................................................................................. 14
 
A.           Initial Reporting and Certification ................................................................................................14
B.           Quarterly Reporting and Certification .......................................................................................14
C.           Annual Reporting and Certification............................................................................................15
VI.           OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS ..................................... 15
 
A.           Approval to Engage in an Outside Activity ................................................................................15
B.           Approval to Invest in a Private Investment ................................................................................16
C.           Pre-Clearance Process ..................................................................................................................16
VII.           CONSULTANTS AND TEMPORARY WORKERS.................................................. 16
VIII.           REVIEW, INTERPRETATIONS AND EXCEPTIONS ............................................ 17
IX.           ENFORCEMENT AND SANCTIONS .......................................................................... 17
X.           RELATED POLICIES ................................................................................................... 19
 











 
2 Previous versions:  August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 , August 19, 2010, September 17, 2010, February 15, 2011,  March 1, 2011,  September 28, 2011, June 29, 2012 and September 16, 2013.

2

 
 

 


 
I.        INTRODUCTION3

A.  General
 


The Morgan Stanley Investment Management (“MSIM”) Code of Ethics (the “Code”) is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee.   It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers.  You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, and annually.
 

B.  Standards of Business Conduct
 

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business.  The Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.
 

 
Ø  Fiduciary Duties.   As an MSIM employee, you owe a fiduciary duty to MSIM’s Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.
 

 
Ø  Personal Securities Transactions and Relationship to MSIM’s Clients.    MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities.  MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading.  You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny.   Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.
 

If you become aware that you or someone else may have violated any aspect of this
Code, you must report the suspected violation to Compliance immediately.
 

C.  Overview of Code Requirements
 

Compliance  with  the  Code  is  a  matter  of  understanding  its  basic  requirements  and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:
 





3 This Code is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Company Act”). Note that there is a separate Code of Ethics for the Morgan Stanley mutual fund family.

 
 

 


 
Activity                                                                Code Requirements
Employee Securities Account(s)                                                                Pre-clearance, Reporting
Personal Trading Reporting                                                                Pre-clearance, Holding, Reporting
Participating in an Outside Activity                                                                               Pre-clearance, Reporting
Making a Private Investment                                                                Pre-clearance, Reporting
 

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.
 

D.  Definitions
 

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code.   The definitions are an integral part of the Code and a proper understanding of them is essential.  Refer back to these definitions as you read the Code.
 

“Access Persons” (for purposes of transacting in Morgan Stanley securities) is defined in the   Global  Employee  Trading  and  Investing  Policy and  means  those  individuals  or divisions that, as part of their job function may receive or have access to Morgan Stanley- related material non-public information that is recurring or cyclical in nature.

Client means shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

Compliance means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).

“Consultant”  means  a non-employee of MSIM  who  falls  under the definition  of a
Covered Person.

Covered Persons means:
 

Ø  All MSIM employees;
 

Ø  All directors and officers of MSIM;
 

 
Ø  Any person (such as certain consultants, leased workers or temporary workers) who provides investment advice to clients on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic.
 

 
Ø  Any person with responsibilities related to MSIM or who supports MSIM as a business and has frequent interaction with Covered Persons or Investment Personnel, as determined by Compliance.

 
 

 


 
 
Ø  Any other persons falling within such definition under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance from time to time.
 

The definition of “Covered Person” may vary by location.  Contact Compliance if you have any question as to your status as a Covered Person.
 

Covered Securities includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and American depositary receipts), futures, commodities, securities indices, exchange-traded funds, open-end mutual funds for which MSIM acts as adviser or sub-adviser, closed-end funds, corporate and municipal bonds, spot foreign exchange transactions (“spot fx”) and similar instruments, but does not include “Exempt Securities,” as defined below.  Refer to  Schedule A for application of the Code to various security types.
 

“Employee means an MSIM employee as well as his/her spouse or domestic partner, dependents and other persons for whom the employee, employee’s spouse or domestic partner contributes substantial financial support.
 

Employee Securities Accounts” are any accounts in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, whether or not such capability is utilized.   Employee Securities Accounts include:
 

 
Ø  accounts owned by you;
 

Ø  accounts owned by  your spouse or domestic partner;
 

 
Ø  accounts owned by your children or other relatives of you or your spouse or domestic partner who reside in the same household as you and to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you);
 

 
Ø accounts where you obtain benefits substantially equivalent to ownership of securities;
 

 
Ø  accounts that you or the persons described above could be expected to influence or control, such as:
 

§      joint accounts;
§      family accounts;
§      retirement accounts;
§      corporate accounts;
 
§
trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;

 
 

 


 
§      arrangements similar to trust accounts that benefit you directly;
§      accounts for which you act as custodian; and
§      partnership accounts.
 

Exempt Securities” are securities that are not subject to the pre-clearance, holding and reporting requirements of the Code, such as:

Ø  Bankers’ acceptances, bank certificates of deposit and commercial paper;

 
Ø Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);
 

Ø  Direct obligations of the U.S. Government4;

Ø  Shares held in money market funds;

 
Ø  Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and
 
Ø  Open-end mutual funds for which MSIM does not act as adviser or sub-adviser. Refer to Schedule A for application of the Code to various security types.
 

 
Firm means Morgan Stanley, MSIM’s parent company.
 

Fully Managed Account means an account for which an Employee has authorized a professional financial advisor or investment manager, in its sole discretion, to acquire and dispose of assets held in the account.  The Employee may not make, directly or indirectly, any investment decision, be made aware of any such decisions before transactions are executed by the advisor or manager, or otherwise direct the advisor or manager to effect any transactions in the account.  A Fully Managed Account is not considered an Employee Securities Account.
 

“Investment Personnel means (i) Employees and any other Covered Persons who obtain or have access to information concerning investment recommendations made to any Client; and (ii) any persons designated as Investment Personnel by Compliance.
 

“IPO” means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.
 

Morgan Stanley Brokermeans a broker-dealer affiliated with Morgan Stanley.
 

Morgan Stanley  Investment Management”  or MSIM”  means  the companies  and

 

4 Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. savings bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments.

 
 

 


 
businesses comprising Morgan Stanley’s Investment Management Division, but not including Merchant Banking/Real Estate Investing.  See  Schedule B for a list of those legal entities that comprise MSIM for purposes of the Code.
 

 
Morgan  Stanley  securities”  means equity,  preferred  and  debt  securities  issued  by Morgan Stanley, but excludes structured products, such as equity-linked or credit- linked notes.
 

Mutual Funds means (i) all open-end mutual funds; and (ii) similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan. For purposes of the Code, Mutual Fund does not include shares of open-end money market mutual funds (unless otherwise advised by Compliance).
 

“Outside Activity” means any organized or business activity conducted by an Employee outside of MSIM.  This includes, but is not limited to, participation on a board of a charitable organization, working part-time outside of MSIM, establishing a holding company for investments, investing in rental properties, or forming a limited partnership.
 

Portfolio Managers means Employees who are primarily responsible for the day-to-day management of a Client portfolio.
 

Private Investment means a securities offering that is exempt from registration under certain  provisions  of  the  U.S.  securities  laws  and/or  similar  laws  of  non-U.S. jurisdictions.
 

Proprietary or Sub-advised Mutual Fund means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.
 

Research Analystsare Employees who are assigned to make investment recommendations to, or for the benefit of, any Client portfolio.
 

E.  Grounds for Disqualification from Employment
 

Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee of MSIM without an exemptive order issued by the U.S. Securities and Exchange Commission, if such director, officer or employee:

 
Ø  within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

 
 

 


 
 
Ø  is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.
 

You are obligated to immediately report any conviction or injunction described here to
Compliance.
 

 
II.
TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS A.  Employee Securities Accounts
Generally, you must maintain all Employee Securities Accounts that may invest in Covered
Securities at a Morgan Stanley Broker.   Requirements may vary in non-U.S. offices.  New Employees or newly designated Covered Persons must transfer their Employee Securities Account(s) to a Morgan Stanley Broker, at their own expense, as soon as practicable (generally within 30 days of becoming a Covered Person).  Failure to do so is considered a significant violation of this Code.
 

Opening a Morgan Stanley Brokerage Account.    When opening an account, you must notify the Morgan Stanley Broker that you are an Employee and that your account must be coded as an employee or employee-related account.
 

B.  Fully Managed Account
 

You may open a Fully Managed Account if the account meets the standards set forth below.  In certain circumstances and with approval from Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.
 

In order to establish a Fully Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction  does  not  preclude  you  from  establishing  investment  guidelines  for  the manager,  such  as  indicating  industries  in  which  you  desire  to  invest,  the  types  of securities you want to purchase or your overall investment objectives.  However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.
 

To  open  a  Fully Managed  Account,  you  must  submit  the appropriate  Disclosure ofMorgan Stanley Account Form, along with the required documentation (i.e. the advisory agreement or contract with the manager) to Compliance.  If the account is managed by a

 
 

 


 
Firm other than Morgan Stanley, you must submit a request in the Outside BusinessInterests System (the "OBI System") and arrange for duplicate copies of trade confirmations and statements to be sent to Compliance.
 

C.  Other Morgan Stanley Accounts
 

Employee Stock Purchase Plan (ESPP) (no new contributions) Employee Stock Ownership Plan (ESOP)
Employee Incentive Compensation Plan (EICP)
Morgan Stanley Compensation Incentive Program (MSCIP) Morgan Stanley 401(k) (401(k) Plan)
 

You do not have to pre-clear participation in the ESOP, EICP MSCIP or 401(k) Plan with Compliance.  However, you must disclose participation in any of these plans as part of the quarterly reporting process upon initial participation, and in annual certifications.
 

D.  Non-Morgan Stanley Accounts
 

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and require Compliance approval.    If your request is approved, you will be required to ensure that duplicate confirmations and statements are sent to Compliance.  Requirements may vary in non-U.S. offices.
 

If you open an outside account without obtaining Compliance approval, you must immediately disclose it to Compliance.  You may be required to close such account.
 

Maintaining a non-Morgan Stanley 401(k) plan or similar account that permits you to trade covered securities must be approved by Compliance.
 

E.  Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.
 

Fully Managed ISAs (i.e., an independent manager makes the investment decisions) may be established and maintained without the prior approval of Compliance, provided that you   exercise   no   influence   or   control   on   stock   selection   or   other   investment decisions.   Non-discretionary ISAs (including single company ISAs), where you make investment decisions, may only be established and maintained as long as the account is pre-approved by Compliance, duplicate statements are supplied to Compliance and applicable reporting requirements are met.  Once a Fully Managed ISA is established, it must be disclosed to Compliance in the OBI System.
 

F.  Mutual Fund Accounts
 

You may open an account for the purpose of transacting in open-end Mutual Funds, including Sub-Advised and Proprietary Mutual Funds (i.e. an account directly with a fund transfer agent) without prior approval from Compliance.

 
 

 


 
G. Issuer Purchase Plans
 

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by submitting the DRIP Form to your local Compliance group and pre-clearing the initial purchase and any sales. You must also report DRIP holdings to Compliance as part of the annual certification process.
 

H. Investment Clubs
 

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.
 

I.   529 Plans
 

You do not have to obtain approval from Compliance to participate in a 529 plan.
 

 
III.
TRADE PRE-CLEARANCE/RESTRICTIONS A.  General
 
You are required to pre-clear all personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds.   Transactions involving Exempt Securities, including Proprietary and Sub-Advised Mutual Funds, do not require pre-clearance.  See the Securities Transaction Matrix attached as  Schedule A for additional information about when pre-clearance is required.  In keeping with the general principles and objectives of the Code, Compliance, in its sole discretion, may refuse to grant approval of a personal securities transaction, without specifying a reason for the refusal.
 

Personal trade requests will be denied if there is an open order for any Client in the same security or related security at the time the personal trade request is submitted.  Exemptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.
 

Any transaction that is prohibited by the Code may be required to be reversed and any profits (or any differential between the sale price of the personal security transaction and the subsequent purchase or sale price by a Client during the relevant period) subject to disgorgement. See “Enforcement and Sanctions” below.
 

B.  Initiating a Transaction
 

Pre-clearance is obtained by entering your trade request into the Trade Pre-Clearance system.  (Type “TPC” into your internet browser.)  Upon completion of the necessary checks, Compliance will notify you promptly regarding your request, generally on the same business day.

 
 

 


 
C.  Pre-Clearance Valid for One Day Only
 

If your trade request is approved, such approval is valid only for the day on which it is granted. Any transaction not completed on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. 5
 

D.  Restrictions   and   Requirements   for   Portfolio   Managers   and   Investment
Personnel
 

No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client.  A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.
 

Investment Personnel who have knowledge of a Portfolio Manager’s trading activity are subject to the same seven day blackout period. Investment Personnel must obtain approval from their manager or his/her designee prior to obtaining pre-clearance by Compliance.
 

E.  Employees Designated to be “Above the Wall”
 

Employees in the MSIM Legal and Compliance Division and the MSIM Global Risk & Analysis Division are designated to be above the wall and their personal securities transactions are subject to additional pre-clearance checks with the Control Group.  Other employees may also be subject to the above-the-wall checks as deemed necessary by Compliance.
 

F.  Transacting in Morgan Stanley Securities
 

Transacting in, including the gifting of, Morgan Stanley securities must take place during designated window periods.  Consult MS Today for the window period announcement prior to trading.   Except as noted below for Access Persons, if you are transacting in Morgan Stanley securities through a brokerage account, you are not required to pre-clear the transaction  with  Compliance.    Similarly,  you  do  not  have to  pre-clear transactions  in Morgan Stanley securities sold out of your EICP, ESOP, ESPP or 401(k) Plan.  All other holding and reporting requirements for Covered Securities still apply.
 

Transactions in Morgan Stanley securities effected by MSIMJ employees are subject to a six month holding period.
 

Additional Restrictions for Access Persons Transacting in Morgan Stanley Securities.  All transactions in Morgan Stanley securities must occur during the designated 30-day open window period each quarter.   Compliance communicates the open and closed window
 


 
5 In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

 
 

 


 
periods applicable to Access Persons each quarter.  During an open window period, Access  Persons  are  required  to  pre-clear  transactions  in  Morgan  Stanley  securities through  TPC. This includes transactions made in the Morgan Stanley securities fund of the 401(k) Plan or shares held externally from previous Firm-sponsored plans (e.g., Computershare, Equiniti).
 


Positions in Morgan Stanley securities must be held for a minimum of 30 calendar days. A six-month holding period applies to the Firm’s Management and Operating Committee members for positions in Morgan Stanley securities. Shares received as part of equity- based  compensation  are  exempt  from  the  holding  period  requirements.    You  are prohibited from buying or selling Morgan Stanley securities if you are in possession of material, non-public information regarding Morgan Stanley.
 

G. Trading Derivatives
 

You may not trade futures, forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps.   You are prohibited from selling (“writing”) a put.  The following is a list of permitted options trading:
 

Call Options
 

Listed Call Options.   You may purchase a listed call option if the call option has a “period to expiration” of at least 30 days from the date of purchase and you hold the call option for at least 30 days prior to sale.  If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 days.
 

Covered Calls.  You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding amount) for at least 30 days.
 

 
Put Options
 

 
Listed Put Options. You may purchase a listed put option if the put option has a “period to expiration” of at least 30 days from the date of purchase and you hold the put option for at least 30 days prior to sale.  If you purchase a put option on a security you already own, you may exercise the put once you have held the underlying security for 30 days.
 

You must obtain pre-clearance from Compliance to exercise an option or purchase or sell an option.
 

H. Other Restrictions
 

Primary and Secondary Public Offerings.  You and your Employee Securities Account(s) are generally prohibited from purchasing any equity security in an initial public offering.  In addition, unless otherwise notified by Compliance, you may not purchase an equity security that is part of a primary or secondary offering that the Firm is underwriting or selling until the distribution has been completed.   Accordingly, you must consult Compliance prior to purchasing an equity security in a primary or secondary public

 
 

 


 
offering to determine whether any restrictions apply.   Note that this restriction also applies to your immediate family, regardless of whether the securities are purchased into an Employee Securities Account.
 

Purchases of new issue debt are permitted, provided such purchases are pre-cleared by
Compliance and meet other relevant requirements of the Code.
 



Short Sales. You may not engage in short selling of Covered Securities.
 

 
Restricted List.  You may not transact in Covered Securities that appear on the Firmwide Restricted List.  Compliance will check the Restricted List as part of its pre-clearance process.
 

I.   Other Activities Requiring Pre-Clearance
 

The following activities also require pre-clearance:
 

Ø  Outside Activities
Ø  Transactions in Private Investments
Ø  Political Contributions
 

 
IV.
HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS A.  Proprietary and Sub-advised Mutual Funds
 
You may not redeem or exchange Proprietary or Sub-Advised Mutual Funds until at least 30 calendar days from the purchase trade date.
 

B.  Covered Securities
 

You may not sell a Covered Security until you have held it for at least 30 days.    If you sell a Covered Security, you may not repurchase the same security for at least 30 days.
 

C.  Holding Requirements Specific to MSIMJ Employees
 

When selling equity and equity-linked notes, Covered Persons at MSIMJ must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in Morgan Stanley securities.

 
 

 


 
V.         REPORTING REQUIREMENTS
 

A.  Initial Reporting and Certification
 

When you commence employment with MSIM or otherwise become a Covered Person, you must provide an  Other Outside Investments Disclosure Form (the “Initial Report”) to Compliance no later than 10 days after you become a Covered Person.   The information you provide must not be more than 45 days old from the day you became a Covered Person and must include:
 

Ø  the title and  type,  and,  as  applicable,  the  exchange ticker symbol  or  CUSIP
number, number of shares and principal amount of any Covered Security;
 

 
Ø  the name of any broker-dealer, bank or financial institution where you maintain an account in which any securities are held;
 

Ø  any Outside Activities; and
 

Ø  the date you submitted the Initial Report.
 

All new Covered Persons will receive training on the principles and procedures of the Code.  As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code.  If you have any questions, contact your local Compliance group.
 

B.  Quarterly Reporting and Certification
 

You must submit a Quarterly Report to Compliance no later than 30 calendar days after the end of each calendar quarter, or in accordance with regulatory requirements applicable to your region. The Quarterly Report must contain the information set forth below.
 

 
Ø  For transactions in an Employee Security Account during the previous quarter you must provide:
 

 
the date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;


 
the nature of the transaction (i.e. purchase, sale or 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 submitted the Quarterly Report.

 
 

 


 
You do not have to submit a Quarterly Report if it would duplicate information provided in broker trade confirmations or account statements that Compliance already receives or may access.
 

 
Ø  For any new account established by you during the previous quarter in which any securities are held for your direct or indirect benefit, you must provide:
 

 
the name of the broker-dealer, bank or financial institution with which you established the account;
 

•      the date the account was established; and
 

•      the date you submitted the Quarterly Report.
 

A reminder to complete the Quarterly Report will be provided to you by Compliance.
 

 
C.  Annual Reporting and Certification
 

You must update, as applicable, and certify to the following information on an annual basis (the “Annual Report”):
 

Ø  a list of your current Morgan Stanley brokerage account(s);
 

 
Ø  a list of all securities and principal amount beneficially owned by you in these account(s);
 

 
Ø  a list of all  your approved Outside Activities, including non-Morgan  Stanley brokerage accounts, Private Investments and Outside Activities;
 

Ø  a list of                          all other investments you hold outside of Morgan Stanley (such as
DRIPs, other 401(k) accounts and any securities held in certificate form); and
 

 
Ø  a list of broker-dealers, banks or financial institutions with which you maintain an account in which any securities are held.
 

The information in the Annual Report must not be more than 45 days old from the day you submit it to Compliance.  You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code.
 

The link to the Annual Report will be provided to you by Compliance.
 

 
VI.
OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS A.  Approval to Engage in an Outside Activity
 
You may not engage in any Outside Activity, regardless of whether or not you receive compensation, or are asked to engage in such activity by the Firm, without prior approval

 
 

 


 
from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity.
 

Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated  with  the  Firm,  whether  or  not  related  to  the  financial  services  industry (including charitable organizations or activities for which you do not receive compensation), setting up a holding company for investments or investing in rental properties.  Generally, Compliance will not approve any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not in competition with those of the Firm.
 

A request to serve on the board of any company, particularly the board of a public company, will be granted in very limited instances only.  If you receive approval, your directorship may be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.
 

B.  Approval to Invest in a Private Investment
 

You may not invest in a Private Investment of any kind without prior approval from Compliance.  Private Investments include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).
 



C.  Pre-Clearance Process
 

You may request pre-clearance of Outside Activities and Private Investments by typing
 
“OBI” into your intranet browser.
 

VII.            CONSULTANTS AND TEMPORARY WORKERS
 

Consultants and other temporary workers who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM must adhere to the following:
 

Ø  Initial,  quarterly and annual reporting;
 

 
Ø  Provision of duplicate trade confirmations and account statements to Compliance for transactions in any Covered Security;
 

Ø  Prohibition against participating in any IPOs;
 

Ø  Pre-clearance of Outside Activities and Private Investments.

 
 

 


 
Certain Consultants or temporary workers may be required to pre-clear all personal securities transactions in Covered Securities.  Consultants or temporary workers that are hired for positions lasting more than one year are required to transfer brokerage accounts to a Morgan Stanley Broker.
 

VIII.              REVIEW, INTERPRETATIONS AND EXCEPTIONS
 

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports.  Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved.  Exceptions are granted only in rare and unusual circumstances, such as financial hardship.  You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.
 

 
IX.           ENFORCEMENT AND SANCTIONS
 

Violations of the Code are reported to the Head of MSIM Compliance and, on a quarterly basis, to senior management and the applicable funds' board of directors.   Compliance may issue letters of warning/education or impose sanctions as appropriate, including notifying the Covered Person’s manager, issuing a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment.   The following is a schedule of sanctions that may be imposed for failure to abide by the requirements of the Code.  Violations are considered on a cumulative basis.   These sanctions are intended to be guidelines only.  Compliance, in its discretion, may recommend alternative actions, including imposition of more severe sanctions, if deemed warranted by the facts and circumstances of each situation.   MSIM management, including the Head of MSIM Compliance, is authorized to determine the choice of actions to be taken in specific cases.
 

Sanctions may vary based on regulatory concerns in your jurisdiction.
 



TRADING VIOLATIONS
SANCTION
 
 
Front running (trading ahead of a Client)
Each incident to be considered on case by
case basis:  possible termination and reporting to regulatory authorities
 
Insider  trading  (trading  on  material  non-public information)
Each incident to be considered on a case
by case basis:  possible termination and reporting to regulatory authorities

 
 

 


 

TRADING VIOLATIONS
SANCTION
 
 
 
 
 
 
 
 
 
 
Failing to obtain authorization for a trade, including non-proprietary Private Investments or trading on day after pre-clearance is granted for a personal securities transaction
 
Trading within 30 day holding period (6 months for MSIMJ)
 
Access Persons trading Morgan Stanley Securities outside of the window period or without pre- clearance
 
Trading in seven day blackout period
 
Participating in an IPO
 
 
1st Offense
Letter of warning;
possible reversal of trade with any profits donated to charity
 
 
 
 
 
 
 
 
 
 
 
2nd Offense
Non-Investment
Personnel except Managing Directors: Letter of warning; possible reversal of trade with any profits donated to charity plus a fine of
$200 USD
 
Investment Personnel and all Managing Directors:  Letter of warning; possible
reversal of trade with any profits donated to charity plus a discretionary fine of $1,000
 
 
 
 
 
3rd Offense
Letter of warning;
possible reversal of trade with any profits donated to charity plus a fine equal to the greater of
$1,000 USD or 5% of the net trade amount donated to charity and a 3-month trading ban
DISCLOSURE/ACKNOWLEDGEMENT
VIOLATIONS
 
SANCTION
 
Failing to complete documentation or meet reporting  requirements  (i.e.  Annual  Certification or Code of Ethics acknowledgement; provision of statements and confirms) in a timely manner
 
Failing to disclose an Outside Business Activity or a private investment including Morgan Stanley funds, transactions in privately held corporations, limited partnerships, tax shelters and similar privately offered deals including hedge funds
 
Failing to obtain approval for an outside brokerage account
 
 
1st Offense
Letter of warning;
account moved to Morgan Stanley broker immediately
 
 
 
2nd Offense
Letter of warning;
account moved to Morgan Stanley broker immediately; plus a $200 fine
 
 
 
rd
3   Offense
Letter of warning;
account moved to Morgan Stanley broker immediately; plus a $300 fine

 
 

 


 

X.         RELATED POLICIES
 

In addition to this Code, you are also subject to the policies and procedures documented in the Compliance Manual applicable to your region; the  Global Employee Trading andInvesting Policy; the Morgan Stanley Code of Conduct; the Policy on U.S. PoliticalContributions  and  Activities;  and  the   MSIM  Global  Gifts  and  Entertainment  Policy (requirements may vary in non-U.S. offices).

 
 

 


 


 


SECURITIES TRANSACTION MATRIX

 
SCHEDULE A

 

 
TYPE OF SECURITY
Pre-Clearance
Required
Reporting
Required
Holding
Required
Covered Securities
     
Pooled Investment Vehicles:
     
Closed-End Funds
Yes
Yes
Yes
Open-End  Mutual  Funds  advised  by
MSIM
 
No
 
Yes
 
Yes
Open-End  Mutual  Funds  sub-advised
by MSIM
 
No
 
Yes
 
No
Unit Investment Trusts
No
Yes
No
Exchange Traded Funds (ETFs)
Yes
Yes
Yes
Exchange Traded Notes (ETNs)
Yes
Yes
Yes
Equities:
     
Morgan Stanley securities6
No
Yes
Yes
Common Stocks
Yes
Yes
Yes
Listed depository receipts e.g. ADRs, ADSs, GDRs
 
Yes
 
Yes
 
Yes
DRIPs7
Yes
Yes
Yes
Stock Splits
No
Yes
Yes
Rights
Yes
Yes
Yes
Stock Dividend
No
Yes
Yes
Warrants (Listed and Exercised)
Yes
Yes
Yes
Preferred Stock
Yes
Yes
Yes
JREIT
Yes
Yes
Yes
Initial Public Offerings (equity IPOs)
PROHIBITED
Hedge Funds
Yes
Yes
No
Private Investments in Public Equity
Securities (PIPES)
 
 
PROHIBITED
 
Derivatives
     
Morgan Stanley (stock options)
Yes
Yes
Yes
Common Stock Options
Yes
Yes
Yes
Spot FX
No
Yes
Yes
Forward Contracts (including currency
forwards)
 
PROHIBITED
Commodities
PROHIBITED
OTC warrants or swaps
PROHIBITED
Futures
PROHIBITED





 

 
6 Employees may transact in Morgan Stanley securities during designated window periods. In addition, the pre-clearance of transactions in Morgan Stanley securities is required for all Access Persons.
7 Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.

 
 

 


 



 
TYPE OF SECURITY
Pre-Clearance
Required
Reporting
Required
Holding
Required
Fixed Income Instruments:
     
Fannie Mae
Yes
Yes
Yes
Freddie Mac
Yes
Yes
Yes
Corporate Bonds
Yes
Yes
Yes
Convertible Bonds (converted)
Yes
Yes
Yes
Municipal Bonds
Yes
Yes
Yes
New Issues (fixed income)
Yes
Yes
Yes
High Yield Securities
 
PROHIBITED
 
Private Investments (e.g. limited partnerships)
Yes
Yes
N/A
Outside Activities
Yes
Yes
N/A
Investment Clubs
PROHIBITED
Exempt Securities
Mutual Funds (open-end) not advised or sub-
advised by MSIM
No
Yes
No
US Treasury/Sovereign Debt8
No
No
No
CDs
No
No
No
Money Market Funds
No
No
No
GNMA
No
No
No
Commercial Paper
No
No
No
Bankers’ Acceptances
No
No
No
Investment Grade Short-Term Debt Instruments9
No
No
No




























 
8 Sovereign debt securities rated AA or higher.
9  For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.

21

 
 

 


 
SCHEDULE B
 

 
INVESTMENT MANAGEMENT DIVISION (excluding Merchant Banking and Real Estate Investing)
 

Registered Investment Advisers
Morgan Stanley Investment Management Inc. Morgan Stanley AIP GP LP
Private Investment Partners, Inc.
Morgan Stanley Investment Management Limited (MSIM Ltd.) Morgan Stanley Investment Management Company (Singapore) Morgan Stanley Investment Management (Japan) Co., Ltd. (MSIMJ)
 

 
Registered Commodity Pool Operator/Commodity Trading Adviser
Ceres Managed Futures LLC
 

Investment Advisers that are not Registered
Morgan Stanley Investment Management Private Limited (MSIM Private Limited) Morgan Stanley Investment Management Proprietary (Pty) Limited (Australia)
 

 
Broker-Dealer
Morgan Stanley Distribution Inc.
 

Foreign Broker-Dealer
Morgan Stanley & Co. International plc (with respect to Investment Management Employees only)
 

 
Transfer Agent
Morgan Stanley Services Company Inc.
 

Global In-house Center (India)
Morgan Stanley Advantage Services Pvt. Ltd. (with respect to Investment Management Employees only)
Morgan Stanley Solutions India Pvt. Ltd. (with respect to Investment Management Employees only)

22

 
 

 

EX-99.P18 25 p18.htm PYRAMIS FIDELITY COE 2015 p18.htm


CODE OF ETHICS FOR PERSONAL INVESTING
Fidelity Fund Access Version
2015

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Code of Ethics for Personal Investing

The Fund Access Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for personal benefit. This version applies to officers, directors, and employees of Fidelity companies that are involved in the management and operations of Fidelity’s funds or have access to non-public information about the funds, including investment advisers to the funds, the principal underwriter of the funds, and anyone designated by the Ethics Office. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you.

Code of Ethics for Personal Investing

Rules for All Employees Subject to This Code of Ethics

What’s Required
Acknowledging that you understand the rules
Complying with securities laws
Reporting violations to the Ethics Office
Disclosing securities accounts and holdings in covered securities
Moving covered accounts to Fidelity
Moving holdings in Fidelity funds to Fidelity
Disclosing transactions of covered securities
Disclosing gifts and transfers of ownership of covered securities
Getting approval before engaging in private securities transactions
Getting prior approval to serve as a director
Clearing trades in advance (pre-clearance)
Surrendering 60-day gains (60-Day Rule)

What’s Prohibited
Trading restricted securities
Selling short
Participating in an IPO
Participating in an investment club
Investing in a hedge fund
Excessive trading
Buying securities of certain broker-dealers
Trading after a research note
Profiting from knowledge of fund transactions
Influencing a fund to benefit yourself or others
Attempting to defraud a client or fund
Using a derivative to get around a rule



Additional Rules for Traders, Research Analysts, and Portfolio Managers

All rules listed above, plus the rules in this section

What’s Required
Notification of your ownership of covered securities in a research note
Disclosing trading opportunities to the funds before personally trading

What’s Prohibited
Trading within seven days of a fund you manage



The Rules for Employee Investing are fairly comprehensive. They cover most of the personal investing situations a Fidelity employee is likely to experience. Yet it’s always possible you will encounter a situation that isn’t fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles:
1. Know the policy.
If you think your situation isn’t covered, check again. It never hurts to take a second look at the rules.
2. Seek guidance.
Asking questions is always appropriate.  Talk with your manager or the Ethics Office if you’re not sure about the policy requirements or how they apply to your situation.
3. Use sound judgment.

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Analyze the situation and weigh the options. Think about how your decision would look to an outsider. Understanding and following the Rules for Employee Investing is one of the most important ways we can ensure that our customers’ interests always come first. INFORMATION
Ethics Office
Phone
(001) 617-563-5566
(001) 800-580-8780
Fax
(001) 617-385-0939
E-mail
ethics.office@fmr.com
Mail zone
WG3D
Web
MyCompliance.fmr.com
Pre-Clearance
Web
Internal
preclear.fmr.com
External
preclear.fidelity.com
Phone
(001) 617-563-6109
(001) 800-771-2707
To call the phone numbers from outside the United States or Canada, dial “001” before the number.
 
Other policies you should be aware of
 
There are other policies that you need to be familiar with, including:
• Professional Conduct Policies. Global Policy on Personal Conflicts of Interests and other Fidelity wide policies (available at Policy.fmr.com)
• Equal Employment Opportunity and Policy Prohibiting Discrimination and Harassment (available at Policy.fmr.com)
• Electronic Communications, Social Media & Systems Usage Policy (available at Policy.fmr.com)
• Information Security practices (available at InfoSecurity.fmr.com)
• Anti–Money Laundering Policy & Procedures (available at MyCompliance.fmr.com)
• Corporate Policy on Business Entertainment and Workplace Gifts (available at MyCompliance.fmr.com)
• Corporate Policy on Outside Activities (available at MyCompliance.fmr.com)
• Global Anti- Corruption Policy and applicable Supplements to the Global Anti-Corruption Policy (available at MyCompliance.fmr.com)

WHO IS SUBJECT TO THIS VERSION OF THE CODE OF ETHICS?

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Code of Ethics for Personal Investing
Fund Access Version
Following the rules — in letter and in spirit
This Fund Access Version of the Code of Ethics contains rules about owning and trading securities for personal benefit. Certain rules, which are noted, apply both to you and to anyone else who is a covered person (see Key Concepts).

You have a fiduciary duty to never place your own personal interests ahead of the interests of Fidelity’s clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. It also means avoiding any actual or potential conflicts of interest with the funds or Fidelity when managing your personal investments.

Because no set of rules can anticipate every possible situation, it is essential that you follow these rules not just in letter, but in spirit as well. Any activity that compromises Fidelity’s integrity, even if it does not expressly violate a rule, has the potential to harm Fidelity’s reputation and may result in scrutiny or further action from the Ethics Office.

WHAT’S REQUIRED
Acknowledging that you understand the rules
When you begin working for Fidelity, and again each year, you are required to:
·  
acknowledge that you understand and will comply with all rules that apply to you
·  
authorize Fidelity to have access to all of your covered accounts (see Key Concepts) and to obtain and review account and transaction data (including duplicate copies of non-Fidelity account statements) for compliance or employment related purposes
·  
acknowledge that you will comply with any new or existing rules that become applicable to you in the future

To Do
·  
Promptly respond to the e-mail you receive from the Ethics Office each year requiring you to acknowledge the Code of Ethics.
·  
New employees need to respond within 10 days of hire.

Respond to the e-mail that you receive from the Ethics Office to acknowledge your understanding of the rules.
RULES ACKNOWLEDGMENT

Complying with securities laws
In addition to complying with these rules and other company-wide policies, you need to comply with U.S. securities laws and any other securities laws to which you are subject.

Reporting violations to the Ethics Office
If you become aware that you or someone else has violated any of these rules, you need to promptly report the violation.

To Do
·  
Call the Ethics Office Service Line at (001) 617-563-5566 or (001) 800-580-8780.
·  
Call the Chairman’s Line at (001) 800-242-4762 if you would prefer to speak on a non-recorded line.

Disclosing securities accounts and holdings in covered securities
You must disclose all securities accounts — those that hold covered securities (see Key Concepts) and those that do not. You must also disclose all covered securities not held in an account. This rule covers not only securities accounts and holdings under your own name or control, but also those under the name or control (including trading discretion or investment control) of your covered persons (see Key Concepts). It includes accounts held at Fidelity as well as those held at other financial institutions. Information regarding these holdings must not be more than 45 days old when you submit it.

To Do
Employees newly subject to this rule
·  
Within 10 days of hire or of being notified by the Ethics Office that this version of the Code of Ethics applies to you, submit an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) showing all of your securities accounts and holdings in covered securities not held in an account. Submit the most recent statement for each account listed to the Ethics Office if not held at Fidelity. If you do not have any securities

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·  
accounts or applicable holdings, check the appropriate box in the online form confirming that you have nothing to disclose.

Current employees
·  
Each year, you will receive an Annual Accounts and Holdings Disclosure. You will be required to confirm that all information previously disclosed is accurate and complete.
·  
As soon as any new securities account is opened, or a preexisting securities account becomes associated with you (such as through marriage or inheritance), complete an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) with the new information and submit it promptly to the Ethics Office.
·  
On your next Quarterly Trade Verification, confirm that the list of disclosed securities accounts in the appropriate section of the report is accurate and complete.


KEY CONCEPTS
These definitions encompass broad categories, and the examples given are not all-inclusive. If you have any questions regarding these definitions or application of these rules to a person, security, or account that is not addressed in this section, you can contact the Ethics Office for additional guidance.

Covered person
Fidelity is concerned not only that you observe the requirements of the Code of Ethics, but also that those in whose affairs you are actively involved observe the Code of Ethics. This means that the Code of Ethics can apply to persons owning assets over which you have control or influence or in which you have an opportunity to directly or indirectly profit or share in any profit derived from a securities transaction. This includes:
·  
you
·  
your spouse or domestic partner who shares your household
·  
any other immediate family member who shares your household and:
o  
is under 18, or
o  
is supported financially by you or who financially supports you
·  
anyone else the Ethics Office has designated as a covered person

This is not an exclusive list, and a covered person may include, for example, immediate family members who live with you but whom you do not financially support, or whom you financially support or who financially support you but who do not live with you. If you have any doubt as to whether a person would be considered a “covered person” under the Code of Ethics, contact the Ethics Office.

Immediate family member
Your spouse, or domestic partner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage:
·  
children, stepchildren, and grandchildren
·  
parents, stepparents, and grandparents
·  
siblings
·  
parents-, children-, and siblings-in-law


Covered account
The term “covered account” encompasses a fairly wide range of accounts. Important factors to consider are:
·  
your actual or potential investment control over an account, including whether you have trading authority, power of attorney, or investment control over an account
Specifically, a covered account is a brokerage account or any other type of account that holds, or is capable of holding, a covered security, and that belongs to, or is controlled by (including trading discretion or investment control), any of the following:

·  
a covered person
·  
any corporation or similar entity where a covered person is a controlling shareholder or participates in investment decisions by the entity
·  
any trust of which you or any of your covered persons:
o  
participates in making investment decisions for the trust
o  
is a trustee of the trust
o  
is a settlor who can independently revoke the trust and participate in making investment decisions for the trust

Exception
With prior written approval from the Ethics Office, a covered account may qualify for an exception from these rules where:


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·  
it is the account of a non-profit organization and a covered person is a member of a board or committee responsible for the investments of the organization, provided that the covered person does not participate in investment decisions with respect to covered securities
·  
it is an educational institution’s account that is used in connection with an investment course that is part of an MBA or other educational program and a covered person participates in investment decisions with respect to the account

Fidelity fund
The terms “fund” and “Fidelity fund” mean any investment company or pool of assets that is advised or subadvised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity.

Issuer

An entity, including its wholly owned bank branch, foreign office, or term note program that offers securities or other financial instruments to investors.


Discretionary managed account 
A covered account may be eligible for certain exceptions, as specified in the Code of Ethics, with prior written approval of the Ethics Office validating that the covered account is managed by a third-party investment   adviser who has discretionary trading authority over that covered account. To qualify for this exception, the third-party investment adviser must exercise all trading discretion over the covered account and will not accept any order to buy or sell specific securities from the employee or any other covered person. An approved discretionally managed account will still be subject to the Code of Ethics and all provisions in the Code of Ethics unless otherwise stated in a specific exception.

Covered security
This definition applies to all persons subject to this version of the Code of Ethics. Covered securities include securities in which a covered person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities, and encompasses most types of securities, including, but not limited to:
·  
shares of Fidelity mutual funds (except money market funds), including shares of Fidelity funds in a 529 Plan
·  
shares of another company’s mutual fund if it is advised by Fidelity (check the prospectus to see if this is the case)
·  
interests in a variable annuity or life insurance product in which any of the underlying assets are held in funds advised by Fidelity, such as Fidelity VIP Funds (check the prospectus to see if this is the case)
·  
interests in Fidelity’s deferred compensation plan reflecting hypothetical investments in Fidelity funds
·  
interests in Fidelity’s deferred bonus plan (ECI) reflecting hypothetical investments in Fidelity funds
·  
shares of stock (of both public and private companies)
·  
ownership units in a private company or partnership
·  
corporate and municipal bonds
·  
bonds convertible into stock
·  
options on securities (including options on stocks and stock indexes)
·  
security futures (futures on covered securities)
·  
shares of exchange traded funds (ETFs)
·  
shares of closed-end funds

Exceptions
The following are not considered covered securities (please note that accounts holding non covered securities still require disclosure):
·  
shares of money market funds (including Fidelity money market funds)
·  
shares of non-Fidelity open-end mutual funds (including shares of funds in non-Fidelity 529 plans)
·  
shares, debentures, or other securities issued by FMR LLC to you as compensation or a benefit associated with your employment
·  
U.S. Treasury securities
·  
obligations of U.S. government agencies with remaining maturities of one year or less
·  
money market instruments, such as certificates of deposit, banker’s acceptances, and commercial paper
·  
currencies
·  
commodities (such as agricultural products or metals), and options and futures on commodities that are traded on a commodities exchange

Automatic investment plan
A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts according to a set schedule and allocation.

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Moving covered accounts to Fidelity
You and your covered persons need to maintain all covered accounts (see Key Concepts) at Fidelity Brokerage Services LLC (FBS).

Exceptions
With prior written approval from the Ethics Office, you and your covered persons can maintain a covered account at a broker-dealer other than FBS if any of the exceptions below apply. Note that approval must be obtained prior to opening any new covered account outside FBS:
·  
it contains only securities that cannot be transferred
·  
it exists solely for investment products or investment services that FBS does not provide – Note: approval will not be granted for requests based on ancillary account features or promotional offers
·  
it exists solely because your covered person’s employer also prohibits external covered accounts
·  
it is a discretionary managed account (see Key Concepts)
·  
it is associated with an ESOP (employee stock option plan) in which a covered person is a participant through his or her current employer, or was from a previous employer, and for which the employee has options that have not yet vested
·  
it is associated with an ESPP (employee stock purchase plan) in which a covered person is a participant through his or her current employer
·  
it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company (collectively, “automatic investment plans”) in which regularly scheduled purchases are made or planned on a monthly basis
·  
it is required by a trust agreement
·  
it is associated with an estate of which you or any of your covered persons is the executor and involvement with the account is temporary
·  
transferring the account would be inconsistent with other applicable rules

To Do
·  
Transfer assets to an FBS account.
·  
Close all external covered accounts except for those that you have received written permission to maintain. Note that you must disclose all covered accounts which were still open as of your date of hire, even if those accounts are in process of being closed or transferred to an FBS account.
·  
For permission to maintain an external covered account, submit a completed Exception Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Follow the specific instructions for each type of account and provide a current statement for each account.
·  
Comply with any Ethics Office request for duplicate reporting, such as account statements and transaction reports.


Moving holdings in Fidelity funds to Fidelity
You and your covered persons need to maintain holdings in shares of Fidelity funds in a Fidelity account.

Exceptions — No Approval Required
You and your covered persons can continue to maintain a preexisting interest in either of the following:
·  
a Fidelity money market fund
·  
a variable annuity or life insurance product whose underlying assets are held in Fidelity advised funds

Exceptions — Approval Required
With prior written approval from the Ethics Office, you and your covered persons can maintain holdings in Fidelity funds in an account outside Fidelity if any of the following apply:
·  
the holdings are in a defined benefit or contribution plan, such as a 401(k), that is administered by a company at which a covered person is currently employed
·  
the holdings are in a retirement plan and transferring them would result in a tax penalty
·  
the holdings are in a discretionary managed account (see Key Concepts)
·  
maintaining the holdings in the external account is required by a trust agreement
·  
the holdings are associated with an estate of which you or any of your covered persons is the executor and involvement with the account is temporary
·  
you can show that transferring the holdings would create a significant hardship

To Do
·  
Transfer shares of Fidelity funds to a Fidelity account except for those that you have received written permission to maintain.
·  
For permission to maintain shares of Fidelity funds in an account at another financial institution, submit a completed Exception Request Form (available at MyCompliance.fmr.com). Attach a current statement for each account you list on the form. Forward the form and statement(s) to the Ethics Office.

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Disclosing transactions of covered securities
You need to disclose transactions in covered securities made by you and your covered persons. For accounts held at FBS that you have disclosed, the Ethics Office will receive transaction reports automatically. For approved covered accounts held outside FBS, comply with any Ethics Office requests for duplicate reporting.

For any other transactions in covered securities (for example, if you or any of your covered persons purchases interests in a Fidelity- advised investment product in a non-broker age account outside Fidelity), you need to disclose this transaction information to the Ethics Office.

Exception
You do not have to report transactions in a covered account if the transactions are being made through an approved discretionary managed account or under an automatic investment plan (see Key Concepts), and the details of the account or plan have been provided to the Ethics Office.

To Do
·  
For transactions in covered securities not made through a covered account, submit a completed Securities Transaction Report (available at MyCompliance.fmr.com) to the Ethics Office within 30 days following the end of the quarter in which the transaction was completed.
·  
When requested each quarter, promptly confirm or update your transaction history in covered securities on the Quarterly Trade Verification.
·  
Provide the details of any automatic investment plan to the Ethics Office.

Disclosing gifts and transfers of ownership of covered securities
You need to notify the Ethics Office of any covered securities that you or your covered persons give, donate, or transfer to another party, or that you or your covered persons receive from another party. This includes, among other things, inheritances of covered securities and donations of covered securities to charities.

To Do
·  
Complete a Securities Transaction Report (available at MyCompliance.fmr.com) within 30 days following the end of the quarter during which the gift or transfer was made.
·  
When requested each quarter, promptly confirm or update your history of giving, donating, transferring, or receiving covered securities on the Quarterly Trade Verification.

Exception
·  
You do not have to submit a Securities Transaction Report for any gifts, donations, or transfers of covered securities if being made to a Fidelity Charitable Giving Account.  The Ethics Office will arrange to get reporting from Fidelity Charitable and will update the Quarterly Trade Verification.

Getting approval before engaging in private securities transactions
You and your covered persons need prior written approval from the Ethics Office for each and every intended investment in a private placement or other private securities transaction in covered securities, including non-public limited entities (e.g., limited partnerships, LLCs, S Corporations, or other legal entities). This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received.

To Do
·  
Before engaging in any private securities transaction, fill out a Private Transaction Request Form (available at MyCompliance.fmr.com).
·  
Get the necessary approval from your manager or other authority, as described on the request form.
·  
Submit the request to the Ethics Office and await approval.
·  
Report the final transaction within 30 days following the end of the quarter in which it was completed using a Securities Transaction Report (available at MyCompliance.fmr.com).
·  
When requested each quarter, promptly confirm or update your transaction history in private securities transactions on the Quarterly Trade Verification.
·  
Confirm your holdings on your Annual Accounts and Holdings Disclosure

For private securities transactions offered by a Fidelity company, the Ethics Office will typically preapprove such investments for employees who are offered an opportunity to invest. In such cases, you will receive a notification that the offering has been preapproved by the Ethics Office.

Getting prior approval to serve as a director
You need to get prior approval to serve as a director or trustee of any publicly traded company, or of a non-Fidelity privately held for-profit or nonprofit company that is likely to issue shares. Approval would be granted only under extraordinary circumstances and would depend on a determination that the activity will not conflict with the best interests of the funds and their shareholders. Note that the CorporatePolicy on Outside Activities (available at

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MyCompliance.fmr.com) requires prior written approval for other activities as well, including accepting additional employment outside Fidelity or participating in an activity that may create an actual or perceived conflict of interest with Fidelity.

To Do
·  
Request written approval from both your manager and the Ethics Office before participating in any activities outside Fidelity by submitting a New Outside Activity Request using the Compliance Online Reporting system (available at MyCompliance.fmr.com).


Delegating pre-clearance responsibilities
In very limited circumstances, you may, with the prior written approval of the Ethics Office, designate someone to obtain preclearance approvals for you. In such a case, the agent is responsible for obtaining the correct approvals, and you are responsible for maintaining reasonable supervision over that person’s activities related to pre-clearance.


Clearing trades in advance (pre-clearance)
You and your covered persons must obtain prior approval from the Ethics Office for any orders to buy, sell, or tender a covered security (see “How to Pre-Clear a Trade” in the sidebar). The purpose of this rule is to reduce the possibility of conflicts between personal trades in covered securities and trades made by the funds. When you apply for pre-clearance, you are not just asking for approval, you are giving your word that you and your covered persons:
·  
do not have any inside information on the security you want to trade (see Policy on Inside Information)
·  
are not using knowledge of actual or potential fund trades to benefit yourself or others
·  
believe the trade is available to the general investor on the same terms
·  
will provide any relevant information requested by the Ethics Office

Generally, requests will not be approved if it is determined that you may take advantage of trading by the funds or create an actual or perceived conflict of interest with fund trades.

Note: if a non-covered person has authority to trade on one of your covered account(s), the non-covered person is also expected to pre-clear trades for that covered account.

The rules of pre-clearance
You and your covered persons must obtain preclearance approval before placing any orders to buy, sell, or tender a covered security. It is important to understand the following rules before requesting pre-clearance for a trade:

·  
You have to request - and receive – pre-clearance approval during the market session in which you want to trade and prior to placing the trade.
·  
Pre-clearance approval is only good during the market session for which you receive it. If you do not trade during the market session for which you were granted approval, it expires.
·  
Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted.
·  
Check the status of all orders at the end of the market session and cancel any orders that have not been executed. If any covered person leaves an order open and it is executed the next day (or later), it will generate a violation that will be assigned to you.
·  
Trade only during the regular market hours, or the after-hours trading session, of the exchange(s) where the security in question is traded.
·  
Place requests for pre-clearance after the market has been open for a while, as pre-clearance is not available right at market opening. To find out when pre-clearance for a given market typically becomes available, contact the Ethics Office.
·  
Unless an exception listed below applies or the Ethics Office has instructed you otherwise, these pre-clearance rules apply to all your covered accounts — including Fidelity accounts and any outside covered accounts that belong to you or any of your covered persons.

Exceptions
You do not need to pre-clear trades or transactions in certain covered securities. These include:
·  
shares of Fidelity funds
·  
exchange-traded funds (ETFs)
·  
options and futures that are based on an index (e.g., S&P 100, S&P 500) or that are based on one or more instruments that are not covered securities (e.g. commodities, currencies and U.S. Treasuries; see Key  Concepts for an expanded list of non-covered securities)
·  
securities being transferred as a gift or a donation
·  
automatic dividend reinvestments
·  
subscription rights

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·  
currency warrants
·  
the regular exercise of an employee stock option (note that any resulting sale of the underlying stock at current market prices must be pre-cleared)

With the prior written approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:
·  
trades in a discretionary managed account (see Key Concepts)
·  
trades made through an automatic investment plan, the details of which have been disclosed to the Ethics Office in advance
·  
when you can show that a repeated rejection of your pre-clearance request is causing a significant hardship

To Do
·  
Before placing any trade in a covered security, pre-clear it using the Fidelity Global Pre-Clearance System, available at preclear.fmr.com (internal) and preclear.fi delity.com (external).
·  
Immediately cancel any good-till-cancelled orders in your covered accounts.

To avoid errors, use these step-by-step instructions:
1. Access the Fidelity Global
Pre-Clearance System:
Internal
preclear.fmr.com
External
preclear.fi delity.com

If you are unable to access the Fidelity Global Pre- Clearance System, call the Pre-Clearance Line at (001) 617-563-6109 or (001) 800-771-2707.
Note that pre-clearance for FMR Co. equity traders and their covered persons is not available until noon, local market time.

2. Accurately enter the details of the trade you would like to make. Do not trade unless you receive approval. Note the pre-clearance reference number for your records.

3. Place your order. Be sure your order is for the same security and direction as your pre-clearance approval. Do not place a good-till-cancelled order.

4. Check the status of your order at the end of the market session.
5. Cancel any orders that have not been executed.
HOW TO PRE-CLEAR
A TRADE
Surrendering 60-day gains (60-Day Rule)
Any sale of covered securities in a covered account will be matched against any purchases of that security, or its equivalent, in the same account during the previous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered. For specific information about how certain option transactions are treated under this rule, see the sidebar and the examples below.

In addition, the premium received from the opening of an option position where the expiration of that contract will occur within the next 60 days must be surrendered (e.g. selling a call to open or selling a put to open that expire within 60 days.)

Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.

Exceptions
This rule does not apply:
·  
to transactions in shares of Fidelity funds
·  
to transactions in options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225
·  
to transactions in options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts for an expanded list of non-covered securities)
·  
to transactions made in a discretionary managed account (see Key Concepts) that has been approved by the Ethics Office
·  
to transactions under an automatic investment plan, and the details of the plan have been provided to the Ethics Office

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·  
to tax-planning transactions, provided that there is a demonstration of how the proposed transaction relates to the covered person’s tax strategy; this exception is not automatic, is granted on a case-by- case basis,  and requires advanced review and written approval of the Ethics Office
·  
when the rule would impose a substantial unforeseen personal financial hardship on the employee; this exception is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Ethics Office (note that an employee seeking relief must establish a bona fide financial hardship, such as unforeseen medical expenses, and should be prepared to demonstrate, among other things, that he or she possesses no other assets to meet the financial need)

Option transactions under the 60-Day Rule
Option transactions can be matched either to a prior purchase of the underlying security or to prior option transactions in the opposite direction.

When matching an option transaction to prior purchases of the underlying security, opening an option position by selling a call or buying a put is treated as a sale and will be matched to any purchases of the underlying security made during the preceding 60 days.

When matching an option transaction to prior option transactions, a closing position is matched to any like opening positions taken during the preceding 60 days.

When exercising an option, the initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding 60 days. The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period.

There is no exception to the 60-Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrendering 60-day gains that would result from an automatic liquidation, you need to cancel the automatic liquidation before it happens.


To Do
·  
Before trading a covered security in a covered account that might trigger the 60-Day Rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases are involved. If you have any questions about this provision, call the Ethics Office at (001) 617-563-5566 or (001) 800-580-8780.
·  
To request permission for a tax-planning or hardship exception, you must contact the Ethics Office before trading. Allow at least two business days for your request to be considered. Approvals will be based on fund trading and other pre-clearance tests. You are limited to a total of five exceptions per calendar year across all your covered accounts.

EXAMPLES 60 DAYS
Example 1
JAN 20 Buy 100 shares at $16 each
FEB 2 Buy 200 shares at $10 each
MAR 1 Buy 200 shares at $17 each
MAR 25 Sell 100 shares at $15 each

The March 25 sale is matched to the February 2 purchase (not the January 20 purchase, which as more than 60 days prior). Surrendered: $500 ($5 x 100 shares).

Example 2
FEB 2 Buy 100 shares at $10 each
MAR 25 Sell call option to open for 100 shares at $5; receive $500 premium

The March 25 call option sale is matched to the February 2 purchase of the underlying security (the call’s execution price and expiration date are immaterial). Surrendered: $500 (the premium for selling the option).

Example 3
FEB 2 Sell one call option to open at $5; receive $500 premium
MAR 25 Buy an identical call option to close at $3; pay $300 premium

The March 25 call option purchase is a closing transaction and is matched to the February 2 sale (since that opening transaction was made within 60 days). Surrendered: $200 (difference between premium received and premium paid).

WHAT’S PROHIBITED
Trading restricted securities

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Neither you nor your covered persons may trade a security that Fidelity has restricted. If you have been notified not to trade a particular security, neither you nor your covered persons may trade that security until you are notified that the restriction has been removed.

Selling short
The short position in a particular covered security may not exceed the number of shares of that security held in the same account. This prohibition includes the following actions: selling securities short, buying puts to open, selling calls to open, as well as writing straddles, collars, and spreads.

Exceptions
·  
Options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100,  S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60,  NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.
·  
Options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts for an expanded list of non-covered securities).

 Selling short
Selling a security that is on loan to you from a broker dealer (rather than owned by you) at the time you sell it.

Options Transactions:
You are not permitted to use the same underlying shares of a security to cover two different options transactions.  (e.g., if you own 100 shares of a stock, you can sell 1 covered call or buy 1 protective put using those shares to cover your short position but you cannot execute both option transactions using the same underling shares.

Participating in an IPO
Neither you nor your covered persons are allowed to participate in an initial public offering (IPO) of securities where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers through the Internet.

Exceptions
With prior written approval from the Ethics Office, you or your covered persons may participate if:
·  
you or your covered persons have been offered shares because you already own equity in the company
·  
you or your covered persons have been offered shares because you are a policyholder or depositor of a mutual company that is reorganizing into a stock company
·  
you or your covered persons have been offered shares because of employment with the company
·  
you or your covered persons want to participate in an IPO of a closed-end fund

To Do
·  
For written approval to participate in an IPO that may qualify as an exception, submit to the Ethics Office a completed IPO Exception Approval Form (available at MyCompliance.fmr.com).
·  
Do not participate in any IPO without prior written approval from the Ethics Office.

Participating in an investment club
Neither you nor your covered persons may participate in an investment club or similar entity.

Investing in a hedge fund
Neither you nor your covered persons may invest in a hedge fund, alternative investment, or similar investment product or vehicle.
Exceptions
·  
Investment products or vehicles issued or advised by Fidelity.
·  
A hedge fund, alternative investment, or similar investment product or vehicle that you or your covered persons bought before joining Fidelity.  You must show that you and your covered persons have no influence over the product’s or vehicle’s investment decisions and that the investment cannot be readily liquidated or that liquidation would cause a significant hardship. The prior written approval of your manager and the Ethics Office is required to qualify for this exception. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product, and the investment must be liquidated at the earliest opportunity.

To Do
·  
To request an exception, allowing you or your covered persons to invest in an investment product or vehicle issued or advised by Fidelity, submit a completed Investment Fund Request Form (available at MyCompliance.fmr.com) to the Ethics Office.
·  
To request an exception, allowing you or your covered persons to maintain a preexisting investment, submit a completed Private Transaction Request Form (available at MyCompliance.fmr.com) to the Ethics Office.

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·  
Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product or vehicle, and the investment must be liquidated at the earliest opportunity.

OW WE ENFORCE THE CODE OF ETHICS
Excessive trading
Excessive trading in covered accounts is strongly discouraged. In general, anyone trading covered securities more than 60 times (other than Fidelity funds) in a quarter across all his or her covered accounts should expect additional scrutiny of his or her trades. Note that you and your covered persons also need to comply with the policies in any Fidelity fund prospectus concerning excessive trading. The Ethics Office monitors trading activity, and may limit the number of trades allowed in your covered accounts during a given period.

Exception
·  
Trades in a discretionary managed account (see Key Concepts) that has been approved by the Ethics Office.
·  
Trades made through automatic, regular investment program that has been disclosed to the Ethics Office in advance.

Buying securities of certain broker-dealers
Neither you nor your covered persons are allowed to buy the securities of a broker-dealer or its parent company if the Ethics Office has restricted those securities.

Trading after a research note
Neither you nor your covered persons are allowed to trade a covered security of an issuer until two full business days have elapsed (not including the day the note was published) since the publication of a research note on that issuer by any Fidelity entity.

Profiting from knowledge of fund transactions
You may not use your knowledge of transactions in funds or other accounts advised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity to profit by the market effect of these transactions.

Influencing a fund to benefit yourself or others
The funds and accounts advised by Fidelity are required to act in the best interests of their shareholders and clients, respectively. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any party other than their shareholders or clients.
For example, you may not influence a fund to buy, sell, or refrain from trading a security that would affect that security’s price to advance your own interest or the interest of a party that has or seeks to have a business relationship with Fidelity.

Attempting to defraud a client or fund
Attempting to defraud a fund or an account advised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity in any way is a violation of Fidelity’s rules and federal law.

Using a derivative to get around a rule
If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.


Additional Rules for Traders, Research Analysts, and Portfolio Managers
Employees trading for the funds (traders), employees making investment recommendations for the funds (research analysts), and employees who manage a fund or a portion of a fund’s assets (portfolio managers).

WHAT’S REQUIRED
Notification of your ownership of covered securities in a research note
You must check the box on a research note you are publishing to indicate any ownership, either by you or your covered persons, of any covered security of an issuer (see Key Concepts) that is the subject of the research note.

Disclosing trading opportunities to the funds before personally trading
There are three aspects to this rule:

Disclosing information received from an issuer
Any time you receive, directly from an issuer, material information about that issuer (that is not considered inside information), you must check to see if that information has been disclosed to the funds in a research note. If not, you

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must communicate that information to the funds before you or any of your covered persons personally trade any securities of that issuer.

To Do
·  
Confirm whether a Fidelity research note has been published with the relevant information.
·  
If not, publish a research note or provide the information to the relevant head of research.
·  
If you are a trader, disclose the information to the analyst covering the issuer.
·  
If you think you may have received inside information, follow the rules in the Policy on Inside Information.

Disclosing information about an issuer that is assigned to you
If you are a research analyst, you must disclose in a research note material information you have about an issuer that is assigned to you before you or any of your covered persons personally trade a security of that issuer.

Exception
·  
You or any of your covered persons may be permitted to trade the assigned security in a covered account without publishing a research note if you have obtained the prior approval of both the relevant head of research and the Ethics Office.

To Do
·  
Publish a research note with the relevant information and indicate any ownership interest in the issuer that you or your covered persons may have before personally trading a security you are assigned to cover.

Note: You will not be able to obtain pre-clearance approval for your personal trade until two full business days have elapsed (not including the day the note was published) following the publication of your research note.

·  
To request an exception to this rule, first contact the relevant head of research and seek approval. Then contact the Ethics Office for approval. Do not personally trade the security until you have received full approval.

Recommending trading opportunities
In addition, you must recommend for the funds, and, if you are a portfolio manager, trade for the funds, a suitable security before personally trading that security.


WHAT’S PROHIBITED
Trading within seven days of a fund you manage
Neither you nor your covered persons are allowed to trade within seven calendar days (not including the day of the trade) before or after a trade is executed in any covered security of the same issuer (see Key Concept) by any of the funds you manage.

Exceptions
·  
When the rule would work to the disadvantage of a fund You must never let a personal trade prevent a fund you manage from subsequently trading a covered security of the same issuer, if not making the trade would disadvantage the fund. However, you need approval from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the trade in your covered account.
·  
When the conflicting fund trade results from standing orders A personal trade may precede a fund trade in a covered security of the same issuer when the fund’s trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the fund’s holdings in response to fund cash flows.
·  
When the conflicting fund trade is the result of a proportional slice A personal trade may precede a fund trade in a covered security of the same issuer when the fund’s trade was conducted as part of the execution of a proportional slice across the fund for cash management or rebalancing purposes.
·  
When the covered account is independently managed This exception applies only to discretionary managed accounts (See Key Concept) that have received Ethics Office approval.
·  
When the conflicting personal trade or fund trade is in options or futures on, or ETFs that track, the
following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.
·  
When the conflicting personal trade or fund trade is in options, futures, or ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts for an expanded list of non-covered securities).

To Do

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·  
Before trading personally, consider whether there is any likelihood that you may be interested in trading a covered security of the same issuer in your assigned funds within seven calendar days following the day of the fund trade. If so, refrain from personally trading in a covered account.
·  
If a fund you manage has recently traded a security, you must delay any covered account trades in any covered security of the same issuer for seven calendar days following the day of the most recent fund trade.
·  
Contact the Ethics Office immediately to discuss any situation where these rules would work to the disadvantage of the funds.


HOW WE ENFORCE THE CODE OF ETHICS
The Ethics Office regularly reviews the forms and reports it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this Code of Ethics, the Ethics Office will investigate the matter and may contact you.

If it is determined that you or any of your covered persons has violated this Code of Ethics, the Ethics Office or another appropriate party may take action. Among other things, subject to applicable law, potential actions may include:
·  
an informational memorandum
·  
a written warning
·  
a fine, a deduction from wages, disgorgement of profit, or other payment
·  
a limitation or ban on personal trading
·  
referral of the matter to Human Resources
·  
dismissal from employment
·  
referral of the matter to civil or criminal authorities
·  
disclosure of the matter to a regulator as required by law or regulation


Fidelity takes all Code of Ethics violations seriously, and, at least once a year, provides the funds’ trustees with a summary of actions taken in response to material violations of this Code of Ethics. You should be aware that other securities laws and regulations not addressed by this Code of Ethics may also apply to you, depending upon your role at Fidelity.

The Chief Ethics Officer or designee retains the discretion to interpret and grant exceptions to this Code of Ethics and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principals and objectives of the Code of Ethics.

Exceptions
In cases where exceptions to this Code of Ethics are noted and you may qualify for them, you need to get prior written approval from the Ethics Office. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in this Code of Ethics, you may submit a written request to the Ethics Office. Your request will be considered by the Ethics Office, and you will be notified of the outcome.

Appeals
If you believe a request of yours has been incorrectly denied or that an action is not warranted, you may appeal the decision. To make an appeal, you need to provide the Ethics Office a written explanation of your reasons for appeal within 30 days of when you were informed of the decision.  Be sure to include any extenuating circumstances or other factors not previously considered. During the review process, you may, at your own expense, engage an attorney to represent you. The Ethics Office may arrange for senior management or other parties to be part of the review process. The Ethics
Office will notify you in writing about the outcome of your appeal.


Legal Information The Code of Ethics for Personal Investing constitutes the Code of Ethics required by Rule 17j-1 under the Investment Company Act of 1940 and by Rule 204A-1 under the Investment Advisers Act of 1940 for the Fidelity funds, FMR LLC subsidiaries that are the funds’ investment advisors or principal underwriters, Fidelity Management Trust Company, subsidiaries of Pyramis Global Advisors Holdings Corp., and any other entity designated by the Ethics Office. Fidelity is required to provide a copy of this Code of Ethics, and any amendments to it, to all employees covered under it.


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EX-99.R 26 r.htm ORGANIZATIONAL CHART r.htm
 
 
 
ALLIANZ SE AFFILIATED COMPANIES
 
as of 1-1-2015
 

The numbers and indentations in the list below indicate levels of ownership. Each company is either wholly-owned or majority-owned by the company that precedes it on the list. For example, a level (2) company either wholly-owns or majority-owns all the level (3) companies listed below it. Therefore, Allianz of America, Inc. (Delaware) either wholly-owns or majority-owns Allianz Life Insurance Company of North America (Minnesota), etc. The state or other sovereign power under which each company is organized is listed in parenthesis at the end of the company name.
 
(1)
Allianz SE
Allianz SE (Munich)
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 Global Assistance SAS (Paris, France)
Allianz Holding France S.A (Paris, France)
Allianz France S.A. (Paris, France)
AGA International SA (Paris, France)
AGA, 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 (Munich)
Allianz Asset Management AG (Munich)
Allianz Asset Management of America Holdings Inc. (Delaware)
 
(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)
Fireman’s Fund Insurance Company (California)
Fireman’s Fund Foundation
American Automobile Insurance Company (Missouri)
Fireman’s Fund Insurance Company of Hawaii, Inc. (Hawaii)
Associated Indemnity Corporation (California)
Fireman’s Fund Indemnity Corporation (New Jersey)
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)
   
(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, Inc. (Delaware)
Allianz Fund Investments, Inc. (Delaware)
Allianz Life and Annuity Company (Minnesota)
Allianz Individual Insurance Group, LLC (Minnesota)
Allegiance Marketing Group, LLC (Florida)
Ann Arbor Annuity Exchange, LLC (Michigan)
InForce Solutions, LLC (Georgia)
Roster Financial, LLC (New Jersey)
American Financial Marketing, LLC (Minnesota)
GamePlan Financial Marketing, LLC (Georgia)
Personalized Brokerage Services, LLC (Kansas)
The Annuity Store Fin. & Ins. Services, LLC (California)
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)
San Francisco Reinsurance Company (California)
   
(3)
Allianz Asset Management of America LLC (Delaware)
Allianz Asset Management of America L.P.
Oppenheimer Group, Inc, (Delaware)
Allianz Global Investors U.S. Holdings LLC (Delaware)
Allianz Global Investors U.S. LLC (Delaware)
Private Fund GP/Management Entities
Allianz Global Investors Capital Limited (UK)
NFJ Investment Group LLC (Delaware)
Allianz Global Investors Fund Managment LLC (Delaware)
Allianz Global Investors Distributors LLC (Delaware)
Pacific Investment Management Company LLC (Delaware)
Private Fund GP/Management Entities
PIMCO Global Advisors LLC (Delaware)
PGA Global Services LLC (Delaware)
PIMCO Global Advisors (Resources) LLC (Delaware)
PIMCO Australia Pty Limited (Australia)
PIMCO Asia Pte Ltd (Singapore)
PIMCO Europe Ltd (UK)
PIMCO Asia Limited (Hong Kong)
PIMCO (Schweitz) GmbH (Switzerland)
PIMCO Japan Ltd (BVI)
PIMCO Global Advisors (Irelend) Limited (Ireland)
PIMCO Global Holdings LLC (Delaware)
PIMCO Canada Corp.
PIMCO Latin America Administradora de Carteirsas Ltda. (Brazil)
StocksPLUS Management Inc. (Delaware)
PIMCO Investments LLC (Delaware)
PIMCO Luxembourg IV S.A. (Luxembourg)
   
(3)
PFP Holdings, Inc. (Delaware)
   
(3)
Allianz Real Estate of America LLC (Delaware)
   
(3)
AZOA Services Corporation (New York)
   
(3)
AMOS of America LLC (Delaware)
   
(3)
Allianz Capital Partners of America, Inc (Delaware)
       
       
       

 

 
 

 

COVER 27 filename27.htm vipcoverltrapr202015.htm
April 20, 2015
 
Securities and Exchange Commission
Division of Investment Management
Office of Insurance Products
100 F Street NE
Washington, DC  20549

 
Re: Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
       Allianz Variable Insurance Products Trust
       File Nos. 333-83423 and 811-09491
 
Dear Sir/Madam:

 
Enclosed for filing please find Post-Effective Amendment No. 49 to Form N-1A for the above-referenced Registrant. Included in this filing is the definitive version of the prospectus and SAI for five new series of the trust, which were initially filed pursuant to Rule 485a on February 4, 2015. A letter responding to staff comments to the prospectus and SAI for the five new series was submitted on April 3, 2015. Also included in this filing is updated financial information and all required exhibits.
 
Manually executed signature pages and consents have been executed prior to the time of this electronic filing and will be retained by the Company for five years.
 
I hereby represent that the enclosed Post-Effective Amendment does not contain disclosure which would render it ineligible to become effective pursuant to Securities Act Rule 485(b)
 
If you have any questions or comments, please feel free to contact the undersigned.
 
Sincerely,
 
Allianz Variable Insurance Products Trust
 
 
By: /s/ Erik Nelson
     ______________________________________________
 
     Erik Nelson, Chief Legal Officer
     763/765-7453
     Erik.Nelson@allianzlife.com

Allianz Investment Management LLC, 5701 Golden Hills Drive, Minneapolis, MN 55416-1297. www.allianzlife.com
 
Allianz Investment Management LLC is a registered investment adviser that is a wholly owned subsidiary of Allianz Life
Insurance Company of North America. This information is confidential and is intended only for the use of the individual(s)
and/or entity/entities named above. This information should not be copied, forwarded, or further disseminated.