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AZL® DFA International Core Equity Fund
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AZL® DFA U.S. Small Cap Fund
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AZL® DFA U.S. Core Equity Fund
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PROSPECTUS DATED APRIL 27, 2015
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TABLE OF CONTENTS
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AZL® DFA Emerging Markets Core Equity Fund
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3
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AZL® DFA International Core Equity Fund
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6
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AZL® DFA U.S. Small Cap Fund
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9
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AZL® DFA U.S. Core Equity Fund
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11
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AZL® DFA Five-Year Global Fixed Income Fund
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13
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Tax Information
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16
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Financial Intermediary Compensation
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16
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More about the Funds
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17
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Overview
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17
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Investment Strategies
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21
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Investment Risks
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22
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Fund Management
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28
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The Manager
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28
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The Subadvisers of the Funds
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28
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The Portfolio Managers of the Funds
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28
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More Information About Fund Management
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29
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Duties of the Manager and Subadvisers
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30
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Payments to Affiliated Insurance Companies
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30
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Management Fees
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30
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Legal Proceedings
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31
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The Administrator
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31
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The Distributor
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31
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The Custodian
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31
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Disclosure of Portfolio Holdings
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31
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The Commodity Exchange Act
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31
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Shareholder Information
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32
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Pricing of Fund Shares
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32
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Purchase and Redemption of Shares
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32
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Market Timing
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33
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Distribution (12b-1) Fees
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33
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Dividends, Distributions, and Taxes
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34
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Financial Highlights
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35
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Management Fee
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1.25%
|
Distribution (12b-1) Fees
|
0.25%
|
Other Expenses(1)
|
0.30%
|
Total Annual Fund Operating Expenses
|
1.80%
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Management Fee Waiver(2)
|
-0.30%
|
Total Annual Fund Operating Expenses After Management Fee Waiver(2)
|
1.50%
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(1)
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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.
|
1 Year
|
3 Years
|
$153
|
$537
|
•
|
Market Risk The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
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•
|
Issuer Risk The value of a security may decline for a number of reasons directly related to the issuer of the security.
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•
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Selection Risk Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
|
•
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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.
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•
|
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.
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•
|
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.
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•
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Foreign Risk Investing in the securities of non-U.S. issuers involves a number of risks, such as fluctuations in currency values, adverse political, social or economic developments, and differences in social and economic developments or policies.
|
•
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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.
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•
|
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.
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•
|
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.
|
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.
|
1 Year
|
3 Years
|
$117
|
$408
|
•
|
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.
|
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.
|
1 Year
|
3 Years
|
$112
|
$382
|
•
|
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.
|
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.
|
1 Year
|
3 Years
|
$88
|
$330
|
•
|
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.
|
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.
|
1 Year
|
3 Years
|
$82
|
$277
|
•
|
Market Risk The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
|
•
|
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.
|
•
|
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
|
|
relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies.
|
|
TAX INFORMATION
|
|
FINANCIAL INTERMEDIARY COMPENSATION
|
|
MORE ABOUT THE FUNDS
|
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%
|
·
|
AZL DFA Five-Year Global Fixed Income Fund
|
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. |
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.
|
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.
|
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. |
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
|
|
Cyber Security Risk
|
|
FUND MANAGEMENT
|
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
|
•
|
hire one or more subadvisers;
|
•
|
change subadvisers; and
|
•
|
reallocate management fees between itself and subadvisers.
|
|
SHAREHOLDER INFORMATION
|
|
FINANCIAL HIGHLIGHTS
|
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
|
|
STATEMENT OF ADDITIONAL INFORMATION
|
|
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
|
|
INVESTMENT STRATEGIES AND POLICIES
|
|
ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS AND
|
|
INVESTMENT POLICIES
|
·
|
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.
|
·
|
“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.
|
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.
|
(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.
|
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.
|
|
OTHER FUND POLICIES
|
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
|
|
MANAGEMENT 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.
|
·
|
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.
|
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
|
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
|
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.
|
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
|
Name
|
Name of Owners and Relationships to Director
|
Company
|
Title of Class
|
Value of Securities
|
Percent of Class
|
Peter R. Burnim
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Peggy L. Ettestad
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Roger A. Gelfenbien
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Arthur C. Reeds III
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Claire R. Leonardi
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Dickson W. Lewis
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Peter W. McClean
|
N/A
|
N/A
|
None
|
N/A
|
N/A
|
Name of Trustee
|
Aggregate Compensation from the Trust
|
Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses
|
Estimated Annual Benefits Upon Retirement
|
Total Compensation from the Trusts
|
NON-INTERESTED TRUSTEES
|
||||
Peter R. Burnim
|
$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
|
$-
|
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
|
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%
|
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
|
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%
|
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
|
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
|
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%
|
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
|
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
|
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
|
|
•
|
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.
|
·
|
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.
|
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
|
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
|
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
|
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
|
|
ADDITIONAL INFORMATION
|
|
APPENDIX A
|
|
APPENDIX B – PROXY VOTING POLICIES
|
(1)
|
This policy is adopted for the purpose of the disclosure requirements adopted by the Securities and Exchange Commission, Releases No. 33-8188, 34-47304, IC-25922.
|
(1)
|
These Policies and Procedures are adopted by AZIM pursuant to Rule 206(4)-6 under the Advisers Act. See Proxy Voting by Investment Advisers, IA Release No. 2106 (January 31, 2003).
|
(2)
|
These Policies and Procedures address proxy voting considerations under U.S. law and regulations and do not address the laws or requirements of other jurisdictions.
|
(3)
|
For purposes of these Policies and Procedures, proxy voting includes any voting rights, consent rights or other voting authority of AZIM on behalf of its clients. For purposes of these Policies and Procedures, voting or consent rights shall not include matters which are primarily investment decisions, including tender offers, exchange offers, conversions, put options, redemptions, and dutch auctions.
|
(4)
|
Any committee must be comprised of personnel who have no direct interest in the outcome of the potential conflict.
|
1.
|
Receipt of Proxies by AZIM. AZIM’s operations group generally will receive notice of any proxy from registered owners of record (for example, custodian bank or other third-party service providers).
|
2.
|
Conflicts of Interest. AZIM’s operations group will engage the compliance group to review each proxy to determine whether there may be a material conflict between AZIM and its client. As part of this review, the compliance group will determine whether the issuer of the security or proponent of the proposal is a client or affiliate of AZIM, or if a client or affiliate has actively solicited AZIM to support a particular position. If no conflict exists, the operations group will forward each proxy to AZIM’s Valuation and Investment Policy Committee (the “VIP Committee”). However, if a conflict does exist, AZIM’s compliance group will seek to resolve any such conflict in accordance with these Policies and Procedures.
|
3.
|
Vote. The VIP Committee will review the information, will vote the proxy in accordance with these Policies and Procedures, and will return the voted proxy to AZIM’s operations group.
|
4.
|
Transmittal to Third Parties. AZIM will document the VIP Committee’s decision for each proxy received in a format designated by the custodian bank or other third party service provider. AZIM will maintain a log of all corporate actions, including proxy voting, that indicates, among other things, the date the notice was received and verified, AZIM’s response, the date and time the custodian bank or other third party service provider was notified, the expiration date, and any action taken.
|
5.
|
Information Barriers. Certain entities controlling, controlled by, or under common control with AZIM (“Affiliates”) may be engaged in banking, investment advisory, broker-dealer, and investment banking activities. AZIM personnel and AZIM’s agents are prohibited from disclosing information regarding AZIM’s voting intentions to any Affiliate. Any AZIM personnel involved in the proxy voting process who are contacted by an Affiliate regarding the manner in which AZIM or its delegate intend to vote on a specific issue must terminate the contact and notify the compliance group immediately.
|
1.
|
Independence. AZIM may consider the following factors when voting on director independence issues: (i) majority requirements for the board and the audit, nominating, compensation, and/or other board committees; and (ii) whether the issuer adheres to and/or is subject to legal and regulatory requirements.
|
2.
|
Director Tenure and Retirement. AZIM may consider the following factors when voting on limiting the term of outside directors: (i) the introduction of new viewpoints on the board; (ii) a reasonable retirement age for the outside directors; and (iii) the impact on the board’s stability and continuity.
|
3.
|
Nominations in Elections. AZIM may consider the following factors when voting on uncontested elections: (i) composition of the board; (ii) nominee availability and attendance at meetings; (iii) any investment made by the nominee in the issuer; and (iv) long-term corporate performance and the price of the issuer’s securities.
|
4.
|
Separation of Chairman and CEO Positions. AZIM may consider the following factors when voting on proposals requiring that the positions of chairman of the board and the chief executive officer not be filled by the same person: (i) any potential conflict of interest with respect to the board’s ability to review and oversee management’s actions; and (ii) any potential effect on the issuer’s productivity and efficiency.
|
5.
|
D&O Indemnification and Liability Protection. AZIM may consider the following factors when voting on proposals that include director and officer indemnification and liability protection: (i) indemnifying directors for conduct in the normal course of business; (ii) limiting liability for monetary damages for violating the duty of care; (iii) expanding coverage beyond legal expenses to acts that represent more serious violations of fiduciary obligation than carelessness (for example, negligence); and (iv) providing expanded coverage in cases where a director’s legal defense was unsuccessful if the director was found to have acted in good faith and in a manner that he or she reasonably believed was in the best interests of the company.
|
6.
|
Stock Ownership. AZIM may consider the following factors when voting on proposals on mandatory share ownership requirements for directors: (i) the benefits of additional vested interest in the issuer’s stock; (ii) the ability of a director to fulfill his/her duties to the issuer regardless of the extent of his stock ownership; and (iii) the impact of limiting the number of persons qualified to be directors.
|
1.
|
Contested Director Nominations. AZIM may consider the following factors when voting on proposals for director nominees in a contested election: (i) background and reason for the proxy contest; (ii) qualifications of the director nominees; (iii) management’s track record; (iv) the issuer’s long-term financial performance within its industry; (v) assessment of what each side is offering shareholders; (vi) the likelihood that the proposed objectives and goals can be met; and (vii) stock ownership positions of the director nominees.
|
2.
|
Reimbursement for Proxy Solicitation Expenses. AZIM may consider the following factors when voting on reimbursement for proxy solicitation expenses: (i) identity of the persons who will pay the expenses; (ii) estimated
|
3.
|
Ability to Alter the Size of the Board by Shareholders. AZIM may consider whether the proposal seeks to fix the size of the board and/or require shareholder approval to alter the size of the board.
|
4.
|
Ability to Remove Directors by Shareholders. AZIM may consider whether the proposal allows shareholders to remove directors with or without cause and/or allow shareholders to elect directors and fill board vacancies.
|
5.
|
Cumulative Voting. AZIM may consider the following factors when voting on cumulative voting proposals: (i) the ability of significant stockholders to elect a director of their choosing; (ii) the ability of minority shareholders to concentrate their support in favor of a director(s) of their choosing; and (iii) any potential limitation placed on the director’s ability to work for all shareholders.
|
6.
|
Supermajority Shareholder Requirements. AZIM may consider all relevant factors, including but not limited to, limiting the ability of shareholders to effect change when voting on supermajority requirements to approve an issuer’s charter or bylaws, or to approve a merger or other significant business combination that would require a level of voting approval in excess of a simple majority.
|
1.
|
Classified Boards. AZIM may consider the following factors when voting on classified boards: (i) providing continuity to the issuer; (ii) promoting long-term planning for the issuer; and (iii) guarding against unsolicited takeovers.
|
2.
|
Poison Pills. AZIM may consider the following factors when voting on poison pills: (i) supporting proposals to require a shareholder vote on other shareholder rights plans; (ii) ratifying or redeeming a poison pill in the interest of protecting the value of the issuer; and (iii) other alternatives to prevent a takeover at a price clearly below the true value of the issuer.
|
3.
|
Fair Price Provisions. AZIM may consider the following factors when voting on proposals with respect to fair price provisions: (i) the vote required to approve the proposed acquisition; (ii) the vote required to repeal the fair price provision; (iii) the mechanism for determining fair price; and (iv) whether these provisions are bundled with other anti-takeover measures (for example, supermajority voting requirements) that may entrench management and discourage attractive tender offers.
|
1.
|
Stock Authorizations. AZIM may consider the following factors to help distinguish between legitimate proposals to authorize increases in common stock for expansion and other corporate purchases and those proposals designed primarily as an anti-takeover device: (i) the purpose and need for the stock increase; (ii) the percentage increase with respect to the authorization currently in place; (iii) voting rights of the stock; and (iv) overall capitalization structure of the issuer.
|
2.
|
Issuance of Preferred Stock. AZIM may consider the following factors when voting on the issuance of preferred stock: (i) whether the new class of preferred stock has unspecified voting, conversion, dividend distribution, and other rights; (ii) whether the issuer expressly states that the stock will not be used as a takeover defense or carry superior voting rights; (iii) whether the issuer specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable; and (iv) whether the stated purpose is to raise capital or make acquisitions in the normal course of business.
|
3.
|
Stock Splits. AZIM may consider the following factors when voting on stock splits: (i) the percentage increase in the number of shares with respect to the issuer’s existing authorized shares; and (ii) the industry that the issuer is in and the issuer’s performance in that industry.
|
4.
|
Reverse Stock Splits. AZIM may consider the following factors when voting on reverse stock splits: (i) the percentage increase in the shares with respect to the issuer’s existing authorized stock; and (ii) issues related to delisting the issuer’s stock.
|
1.
|
Stock Option Plans. AZIM may consider the following factors when voting on stock option plans: (i) whether the stock option plan expressly permits the repricing of options; (ii) whether the plan could result in earnings dilution of
|
|
greater than a specified percentage of shares outstanding; (iii) whether the plan has an option exercise price below the market price on the day of the grant; (iv) whether the proposal relates to an amendment to extend the term of options for persons leaving the firm voluntarily or for cause; and (v) whether the stock option plan has certain other embedded features.
|
2.
|
Director Compensation. AZIM may consider the following factors when voting on director compensation: (i) whether director shares are at the same market risk as those of the issuer’s shareholders; and (ii) how stock option programs for outside directors compare with the standards of internal stock option programs.
|
3.
|
Golden and Tin Parachutes. AZIM may consider the following factors when voting on golden and/or tin parachutes: (i) whether they will be submitted for shareholder approval; and (ii) the employees covered by the plan and the quality of management.
|
1.
|
Mergers and Acquisitions. AZIM may consider the following factors when voting on a merger and/or acquisition: (i) anticipated financial and operating benefits as a result of the merger or acquisition; (ii) offer price; (iii) prospects of the combined companies; (iv) how the deal was negotiated; and (v) changes in corporate governance and the potential impact on shareholder rights. AZIM may also consider what impact the merger or acquisition may have on groups/organizations other than the issuer’s shareholders.
|
2.
|
Corporate Restructurings. With respect to a proxy proposal that includes a spin-off, AZIM may consider the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives. With respect to a proxy proposal that includes an asset sale, AZIM may consider the impact on the balance sheet or working capital and the value received for the asset. With respect to a proxy proposal that includes a liquidation, AZIM may consider management’s efforts to pursue alternatives, the appraisal value of assets, and the compensation plan for executives managing the liquidation.
|
1.
|
Election of Directors or Trustees. AZIM may consider the following factors when voting on the director or trustee nominees of a mutual fund: (i) board structure, director independence and qualifications, and compensation paid by the fund and the family of funds; (ii) availability and attendance at board and committee meetings; (iii) investments made by the nominees in the fund; and (iv) the fund’s performance.
|
2.
|
Converting Closed-End Fund to Open-End Fund. AZIM may consider the following factors when voting on converting a closed-end fund to an open-end fund: (i) past performance as a closed-end fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address any discount of the fund’s shares; (iv) past shareholder activism; (v) board activity; and (vi) votes on related proposals.
|
3.
|
Proxy Contests. AZIM may consider the following factors related to a proxy contest: (i) past performance of the fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address past shareholder activism; (iv) board activity; and (v) votes on related proposals.
|
4.
|
Investment Advisory Agreements. AZIM may consider the following factors related to approval of an investment advisory agreement: (i) proposed and current fee arrangements/schedules; (ii) fund category/investment objective; (iii) performance benchmarks; (iv) total return performance as compared with peers; and (v) the magnitude of any fee increase and the reasons for such fee increase.
|
5.
|
Policies Established in Accordance with the 1940 Act. AZIM may consider the following factors: (i) the extent to which the proposed changes fundamentally alter the investment focus of the fund and comply with SEC interpretation; (ii) potential competitiveness; (iii) regulatory developments; and (iv) current and potential returns and risks.
|
6.
|
Changing a Fundamental Restriction to a Non-Fundamental Restriction. AZIM may consider the following when voting on a proposal to change a fundamental restriction to a non-fundamental restriction: (i) reasons given by the board and management for the change; and (ii) the projected impact of the change on the fund’s portfolio.
|
7.
|
Rule 12b-1 Plans. AZIM may consider the following when voting on a proposal to approve a Rule 12b-1 Plan: (i) fees charged to comparably sized funds with similar investment objectives; (ii) the distributor’s reputation and past performance; and (iii) competitiveness of the fund among other similar funds in the industry.
|
8.
|
Names Rule Proposals. AZIM may consider the following factors when voting on a proposal to change a fund name, consistent with Rule 35d-1 of the 1940 Act: (i) whether the fund invests a minimum of 80% of its assets in the type of investments suggested by the proposed name; (ii) the political and economic changes in the target market; and (iii) current asset composition.
|
9.
|
Disposition of Assets/Termination/Liquidation. AZIM may consider the following when voting on a proposal to dispose of fund assets, terminate, or liquidate the fund: (i) strategies employed to salvage the fund; (ii) the fund’s past performance; and (iii) the terms of the liquidation.
|
10.
|
Changes to Charter Documents. AZIM may consider the following when voting on a proposal to change a fund’s charter documents: (i) degree of change implied by the proposal; (ii) efficiencies that could result; (iii) state of incorporation; and (iv) regulatory standards and implications.
|
11.
|
Changing the Domicile of a Fund. AZIM may consider the following when voting on a proposal to change the domicile of a fund: (i) regulations of both states; (ii) required fundamental policies of both states; and (iii) the increased flexibility available.
|
12.
|
Change in Fund’s Subclassification. AZIM may consider the following when voting on a change in a fund’s subclassification from diversified to non-diversified or to permit concentration in an industry: (i) potential competitiveness; (ii) current and potential returns; (iii) risk of concentration; and (iv) consolidation in the target industry.
|
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.
|
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.
|
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.
|
(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). |
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.
|
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
|
|
(a) Allianz Life Financial Services, LLC ("ALFS"), whose address is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, serves as the Funds' distributor.
|
(b)
|
Officers and Directors.
|
Name and Principal
Business Address*
|
Position with Underwriter
|
Robert DeChellis
|
Governor, Chief Executive Officer and President
|
Thomas Burns
|
Governor
|
Catherina A. Mahone
|
Governor
|
Giulio Terzariol
|
Governor
|
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
|
|
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
|
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
|
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
|
AZL BlackRock Capital Appreciation Fund0.80%
|
|
AZL Franklin Templeton Founding Strategy Plus Fund0.70%
|
(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%
|
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%
|
|
(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)
|
|
(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. |
(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 |
(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,
|
|
(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
|
(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
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2.
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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.
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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.
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4.
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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 |
5.
|
Representations of Subadviser. Subadviser represents and warrants as follows:
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(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 |
(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.
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(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.
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(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.
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(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
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(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.
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(c)
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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.
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(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 |
(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. |
(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
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(e)
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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. |
(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
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(b)
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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.
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9.
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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 |
10.
|
References to Subadviser.
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(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.
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|
(b)
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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.
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|
Manager:
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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.
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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.
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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.
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15.
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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,
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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.
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17.
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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.
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18.
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Headings. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.
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19.
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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.
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20.
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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.
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(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:
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(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
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(ii)
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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. |
(A)
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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
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(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. |
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(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.
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(v)
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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.
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(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
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(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.
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(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,
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(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. |
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.
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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:
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(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
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(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.
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(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
|
(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.
|
(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.
|
(a)
|
Subadviser agrees to perform in good faith the services required to be
|
(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 |
(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 |
(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. |
(a)
|
Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each with respect to any Fund, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds.
|
(b)
|
Notwithstanding the foregoing, this Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by 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,
|
|
(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.
|
|
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:
|
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
|
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.
|
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%
|
|
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
|
|
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
|
|
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
|
1.
|
To delete Appendix F of the Agreement and substitute it with Appendix. F |
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.
|
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.
|
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
|
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
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AZL® MVP T. Rowe Price Capital Appreciation Fund
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Opened 01/10/14
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AZL® MVP DFA Multi-Strategy Fund
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Opened 04/27/15
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THE BANK OF NEW YORK MELLON
By:
Name:
Title:
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ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
By: /s/ Brian Muench
Name:
Title:
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Name of Fund
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Taxpayer Identification Number
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2312
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AZL Morgan Stanley Mid Cap Growth Fund
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31-1759338
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2313
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AZL MFS Value Fund
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31-1759342
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2314
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AZL Invesco Growth and Income Fund
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31-1759343
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2316
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AZL T Rowe Price Capital Appreciation Fund
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31-1797022
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2326
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AZL Invesco International Equity Fund
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03-0400198
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2328
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AZL Federated Clover Small Value Fund
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04-3745947
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2329
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AZL JP Morgan International Opportunities
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04-3745951
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2330
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AZL Columbia Small Cap Value Fund
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20-0936615
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2332
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AZL JP Morgan US Equity Fund
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20-0936448
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2333
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AZL Invesco Equity and Income Fund
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20-0936268
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2334
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AZL MFS Investors Trust Fund
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20-2547465
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2335
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AZL Blackrock Capital Appreciation Fund
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20-2547532
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2336
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AZL Oppenheimer Discovery Fund
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20-2547841
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2338
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AZL Morgan Stanley Global Real Estate Fund
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20-4401716
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2339
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AZL MFS Mid Cap Value Fund
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20-4401883
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2340
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AZL Schroder Emerging Markets Equity Fund
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20-4402519
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2345
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AZL S&P 500 Index Fund
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20-8823690
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2346
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AZL Small Cap Stock Index Fund
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20-8824082
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2372
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AZL NFJ International Value Fund
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26-4518597
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2374
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AZL Mid Cap Index Fund
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26-4517801
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2375
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AZL International Index Fund
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26-4517723
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2376
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AZL Enhanced Bond Index Fund
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26-4517412
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2377
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AZL Russell 1000 Value Index Fund
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27-2202907
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2378
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AZL Russell 1000 Growth Index Fund
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27-2202980
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2380
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AZL Franklin Templeton Founding Strategy Plus Fund
(Multiple Sleeves)
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26-4514799
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2340
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AZL Blackrock Global Allocation Fund
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45-2969683
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2432
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AZL Pyramis Bond Fund
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45-5393743
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2433
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AZL Wells Fargo Large Cap Growth Fund
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46-4780432
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2434
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AZL Metwest Total Return Bond Fund
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47-1946207
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2439
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AZL DFA Emerging Markets Core Equity Fund
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47-1427689
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2438
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AZL DFA International Core Equity Fund
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47-1447459
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2437
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AZL DFA U.S. Small Cap Fund
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47-1459053
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2436
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AZL DFA U.S. Core Equity Fund
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47-1480901
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2440
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AZL DFA Five-Year Global Fixed Income Fund
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47-1490808
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1.
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Consent to the Transaction. Client hereby consents to the Transaction.
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2.
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Amendment to Schedule 2 (Services). Appendix C (Transfer Agency Services) is hereby deleted from Schedule 2 of the Agreement.
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3.
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Amendment to Schedule 4 (Fee Schedule). The following Annual Per Unit fee is deleted from Section 1 of Schedule 4 (Fees) of the Agreement:
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4.
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Representations and Warranties.
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Allianz Variable Insurance Products Trust
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1.
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DEFINITIONS
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2.
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SERVICES AND RELATED TERMS AND CONDITIONS
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(A)
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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.
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(B)
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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)
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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)
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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.
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(E)
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Information and Data Sources; Liability for Third Parties. For purposes of this Agreement:
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(i)
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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)
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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);
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(iii)
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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)
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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.
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(F)
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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. |
3.
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INSTRUCTIONS
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(A)
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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.
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(B)
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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.
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(C)
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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.
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(D)
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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.
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(E)
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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.
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(F)
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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.
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COMPLIANCE WITH LAWS; ADVICE
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(A)
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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.
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(B)
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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)
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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.
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(D)
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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.
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5.
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COMMUNICATIONS; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY
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(A)
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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.
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(B)
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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)
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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)
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Proprietary Information.
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(i)
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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.
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(ii)
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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)
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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.
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(F)
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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)
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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.
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SCOPE OF RESPONSIBILITY.
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(A)
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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)
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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.
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(C)
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Limitations on Liability.
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(i)
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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.
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(ii)
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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.
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(iii)
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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.
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(iv)
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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.
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(v)
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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.
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(D)
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MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES.
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7.
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INDEMNITY.
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(A)
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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: |
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(i)
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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
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(ii)
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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.
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(B)
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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.
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FEES AND EXPENSES
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(A)
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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)
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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).
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9.
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REPRESENTATIONS
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(A)
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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:
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(i)
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It is duly organized and in good standing in every jurisdiction where it is required so to be;
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(ii)
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It has the power and authority to sign and to perform its obligations under this Agreement;
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(iii)
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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;
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(iv)
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Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;
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(v)
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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
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(vi)
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Its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.
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(B)
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Client. The Client also represents at the date this Agreement is entered into and any Service is used or provided that:
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(i)
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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;
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(ii)
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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;
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(iii)
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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
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(iv)
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This Agreement has been presented to, reviewed and approved by the Board of Directors or Trustees of the Funds (collectively, the “Board”).
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(C)
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Service Provider. The Service Provider also represents at the date this Agreement is entered into and any Service is used or provided:
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(i)
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it has commercially reasonable data security and business continuity controls and plans; and
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(ii)
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it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.
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10.
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TERM AND TERMINATION
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(A)
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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)
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Termination. Subject to Section 10(C):
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(i)
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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).
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(ii)
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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).
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(iii)
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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.
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(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
|
|
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.
|
(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.
|
Citi Fund Services Ohio, Inc.
|
Allianz Variable Insurance Products Trust
|
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.
|
(e)
|
6.
|
Anti-Money Laundering Services
|
(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.
|
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:
|
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
|
|
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.
|
10.
|
Service Provider shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares.
|
(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.
|
(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.
|
(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
|
(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.
|
|
AZL BlackRock Global Allocation Fund
|
|
AZL Dreyfus Research Growth Fund
|
|
AZL Enhanced Bond Index Fund
|
|
AZL Invesco Growth and Income Fund
|
|
AZL MFS Value Fund
|
|
AZL Mid Cap Index Fund
|
|
AZL Morgan Stanley Mid Cap Growth Fund
|
|
AZL NFJ International Value Fund
|
|
AZL Russell 1000 Growth Index Fund
|
|
AZL Russell 1000 Value Index Fund
|
|
AZL Schroder Emerging Markets Equity Fund
|
|
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%
|
|
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%
|
Allianz Variable Insurance Products Trust
5701 Golden Hills Drive
Minneapolis, MN 55416
|
|
(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.
|
|
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
|
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
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|
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.
|
·
|
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. |
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
|
3 For purposes of this Code, “control” has the same meaning as it does in Section 2(a)(9) of the 1940 Act.
|
6.
|
Reporting Violations of the Code
|
·
|
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.
|
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
|
·
|
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.
|
·
|
The Global CCO and/or Designated Officer
|
·
|
General Counsel or
|
·
|
a member of the Ethics Committee
|
· 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)
|
·
|
Dimensional 401k account (or local equivalent);
|
·
|
Dimensional Managed Fund accounts established through Fund Operations; and
|
·
|
If applicable, holdings in Dimensional’s privately issued shares.
|
· 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)
|
·
|
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;
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
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
|
·
|
verbal or written warnings,
|
·
|
letters of reprimand,
|
·
|
suspension of personal trading activity,
|
·
|
disgorgement and forfeiture of profits,
|
·
|
suspension, and/or
|
·
|
termination of employment
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
If you receive compensation from an outside organization, you must obtain prior written approval from your supervisor and Compliance.
|
·
|
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.
|
·
|
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.
|
·
|
U.K. Supplemental Gift & Business Entertainment Policy
|
·
|
Singapore Supplemental Gift and Entertainment Policy
|
·
|
Japan Addendum to Gift and Entertainment
|
·
|
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.
|
·
|
Covered Government Officials
|
·
|
Political Action Committees (PACs)
|
·
|
Anti-Corruption Policy (U.K.)
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
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
|
|
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
|
|
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.
|
|
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.
|
|
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:
|
|
§
|
trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;
|
|
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 Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and
|
|
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.
|
|
II.
|
TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS A. Employee Securities Accounts
|
|
III.
|
TRADE PRE-CLEARANCE/RESTRICTIONS A. General
|
|
IV.
|
HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS A. Proprietary and Sub-advised Mutual Funds
|
|
Ø the name of any broker-dealer, bank or financial institution where you maintain an account in which any securities are held;
|
|
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 name of the broker-dealer or bank with or through which the transaction was effected; and
|
|
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;
|
|
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 broker-dealers, banks or financial institutions with which you maintain an account in which any securities are held.
|
|
VI.
|
OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS A. Approval to Engage in an Outside Activity
|
|
Ø Provision of duplicate trade confirmations and account statements to Compliance for transactions in any Covered Security;
|
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
|
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
|
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
|
21
|
22
|
·
|
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
|
·
|
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.
|
·
|
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.
|
·
|
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
|
·
|
accounts or applicable holdings, check the appropriate box in the online form confirming that you have nothing to disclose.
|
·
|
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.
|
·
|
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
|
·
|
children, stepchildren, and grandchildren
|
·
|
parents, stepparents, and grandparents
|
·
|
siblings
|
·
|
parents-, children-, and siblings-in-law
|
·
|
your actual or potential investment control over an account, including whether you have trading authority, power of attorney, or investment control over an account
|
·
|
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
|
·
|
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
|
·
|
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
|
·
|
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
|
·
|
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
|
·
|
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.
|
·
|
a Fidelity money market fund
|
·
|
a variable annuity or life insurance product whose underlying assets are held in Fidelity advised funds
|
·
|
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
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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
|
·
|
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).
|
·
|
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
|
·
|
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.
|
·
|
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
|
·
|
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)
|
·
|
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
|
·
|
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 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
|
·
|
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)
|
·
|
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.
|
·
|
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).
|
·
|
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
|
·
|
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.
|
·
|
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 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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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
|
·
|
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).
|
·
|
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.
|
·
|
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
|
(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)
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(3)
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PFP Holdings, Inc. (Delaware)
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(3)
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Allianz Real Estate of America LLC (Delaware)
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(3)
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AZOA Services Corporation (New York)
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(3)
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AMOS of America LLC (Delaware)
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(3)
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Allianz Capital Partners of America, Inc (Delaware)
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