0001091439-17-000010.txt : 20170426 0001091439-17-000010.hdr.sgml : 20170426 20170426165238 ACCESSION NUMBER: 0001091439-17-000010 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 36 FILED AS OF DATE: 20170426 DATE AS OF CHANGE: 20170426 EFFECTIVENESS DATE: 20170501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST CENTRAL INDEX KEY: 0001091439 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-83423 FILM NUMBER: 17785048 BUSINESS ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 763-765-6551 MAIL ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST DATE OF NAME CHANGE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST CENTRAL INDEX KEY: 0001091439 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09491 FILM NUMBER: 17785049 BUSINESS ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 763-765-6551 MAIL ADDRESS: STREET 1: 5701 GOLDEN HILLS DRIVE CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST DATE OF NAME CHANGE: 19990721 0001091439 S000009943 AZL Government Money Market Fund C000027523 AZL Government Money Market Fund 0001091439 S000009962 AZL Morgan Stanley Global Real Estate Fund C000027544 AZL Morgan Stanley Global Real Estate Fund Class 2 C000173955 AZL Morgan Stanley Global Real Estate Fund Class 1 0001091439 S000009963 AZL T. Rowe Price Capital Appreciation Fund C000027545 AZL T. Rowe Price Capital Appreciation Fund Class 1 C000027546 AZL T. Rowe Price Capital Appreciation Fund Class 2 0001091439 S000017464 AZL Small Cap Stock Index Fund C000048313 AZL Small Cap Stock Index Fund Class 2 C000173956 AZL Small Cap Stock Index Fund Class 1 0001091439 S000017470 AZL S&P 500 Index Fund C000048319 AZL S&P 500 Index Fund Class 1 C000048320 AZL S&P 500 Index Fund Class 2 0001091439 S000025366 AZL International Index Fund C000075766 AZL International Index Fund Class 2 C000173957 AZL International Index Fund Class 1 0001091439 S000025367 AZL Mid Cap Index Fund C000075767 AZL Mid Cap Index Fund Class 2 C000173958 AZL Mid Cap Index Fund Class 1 0001091439 S000028739 AZL Gateway Fund C000087884 AZL Gateway Fund 0001091439 S000028740 AZL Russell 1000 Growth Index Fund C000087885 AZL Russell 1000 Growth Index Fund Class 2 C000173959 AZL Russell 1000 Growth Index Fund Class 1 0001091439 S000028741 AZL Russell 1000 Value Index Fund C000087886 AZL Russell 1000 Value Index Fund Class 2 C000173960 AZL Russell 1000 Value Index Fund Class 1 0001091439 S000035070 AZL BlackRock Global Allocation Fund C000107917 AZL BlackRock Global Allocation Fund 0001091439 S000037885 AZL Pyramis Total Bond Fund C000116967 AZL Pyramis Total Bond Fund Class 2 C000173961 AZL Pyramis Total Bond Fund Class 1 0001091439 S000046864 AZL DFA Emerging Markets Core Equity Fund C000146452 AZL DFA Emerging Markets Core Equity Fund 0001091439 S000046865 AZL DFA International Core Equity Fund C000146453 AZL DFA International Core Equity Fund 0001091439 S000046866 AZL DFA U.S. Small Cap Fund C000146454 AZL DFA U.S. Small Cap Fund 0001091439 S000046867 AZL DFA U.S. Core Equity Fund C000146455 AZL DFA U.S. Core Equity Fund 0001091439 S000047272 AZL MetWest Total Return Bond Fund C000148201 AZL MetWest Total Return Bond Fund 485BPOS 1 vip485bapr2017.htm VIP 485B (A VERSION) APR 2017
FILE NOS. 333-83423
                                                                        811-9491

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [   ]
Pre-Effective Amendment No. ______ [   ]
Post-Effective Amendment No.   62      [X]

and/or

REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940
Amendment No.   63      [X]

(Check appropriate box or boxes.)

ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

(Exact Name of Registrant as Specified in Charter)

               5701 Golden Hills Drive, Minneapolis, MN 55416
_________________________________________________________________________     ___________________________
                 (Address of Principal Executive Offices)                                                                                   (Zip Code)

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

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

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:  May 1, 2017 

It is proposed that this filing will become effective (check appropriate box)
         [   ] immediately upon filing pursuant to paragraph (b)
         [X] on May 1, 2017 pursuant to paragraph (b)
         [   ] 60 days after filing pursuant to paragraph (a)(1)
         [   ] on (date) pursuant to paragraph (a)(1)
         [   ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
         [   ] on (date)  pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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



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







PART A
PROSPECTUS
 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
(THE "TRUST")
Prospectus dated May 1, 2017
AZL® BlackRock Global Allocation Fund
AZL® DFA Emerging Markets Core Equity Fund
AZL® DFA International Core Equity Fund
AZL® DFA U.S. Core Equity Fund
AZL® DFA U.S. Small Cap Fund
AZL® Gateway Fund
AZL® Government Money Market Fund
AZL® International Index Fund, Class 1 and Class 2
AZL® MetWest Total Return Bond Fund
AZL® Mid Cap Index Fund, Class 1 and Class 2
AZL® Morgan Stanley Global Real Estate Fund, Class 1 and Class 2
AZL® Pyramis® Total Bond Fund, Class 1 and Class 2
AZL® Russell 1000 Growth Index Fund, Class 1 and Class 2
AZL® Russell 1000 Value Index Fund, Class 1 and Class 2
AZL® S&P 500 Index Fund, Class 1 and Class 2
AZL® Small Cap Stock Index Fund, Class 1 and Class 2
AZL® T. Rowe Price Capital Appreciation Fund
Allianz Investment Management LLC (the "Manager")
Shares of each Fund are sold exclusively to certain insurance companies in connection with particular variable annuity contracts and/or variable life insurance policies (each a "Contract" and collectively the "Contracts") they issue. The insurance companies invest in shares of the Funds in accordance with instructions received from owners of the applicable Contracts..
This Prospectus must be accompanied or preceded by a current prospectus for the Contracts that invest in the Funds.
Questions?
Call toll free at 1-800-624-0197 or contact your investment representative.
The Securities and Exchange Commission has not approved or disapproved the shares described in this Prospectus or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may contain information on Funds not available under your Contract. Please refer to your Contract prospectus for information regarding the investment options available to you.
AZL® is a registered service mark of Allianz SE. Allianz SE is the ultimate owner of the Manager.



Table of Contents Allianz VIP Trust

Fund Summaries
3
AZL® BlackRock Global Allocation Fund
3
AZL® DFA Emerging Markets Core Equity Fund
9
AZL® DFA International Core Equity Fund
12
AZL® DFA U.S. Core Equity Fund
15
AZL® DFA U.S. Small Cap Fund
18
AZL® Gateway Fund
21
AZL® Government Money Market Fund
24
AZL® International Index Fund, Class 1 and Class 2
27
AZL® MetWest Total Return Bond Fund
30
AZL® Mid Cap Index Fund, Class 1 and Class 2
34
AZL® Morgan Stanley Global Real Estate Fund,
 
Class 1 and Class 2
37
AZL® Pyramis® Total Bond Fund,
 
Class 1 and Class 2
40
AZL® Russell 1000 Growth Index Fund,
 
Class 1 and Class 2
44
AZL® Russell 1000 Value Index Fund,
 
Class 1 and Class 2
47
AZL® S&P 500 Index Fund, Class 1 and Class 2
50
AZL® Small Cap Stock Index Fund,
 
Class 1 and Class 2
53
AZL® T. Rowe Price Capital Appreciation Fund
56
Tax Information
60
Financial Intermediary Compensation
60
More about the Funds
61
Overview
61
Investment Strategies
64
Principal Investment Risks
68
Fund Management
82
The Manager
82
The Subadvisers of the Funds
82
The Portfolio Managers of the Funds
83
More Information About Fund Management
88
Duties of the Manager and Subadvisers
88
Payments to Affiliated Insurance Companies
88
Management Fees
89
Legal Proceedings
89
The Administrator
90
The Distributor
91
The Custodian
91
Licensing Arrangements
91
Disclosure of Portfolio Holdings
93
The Commodity Exchange Act
93
Shareholder Information
94
Pricing of Fund Shares
94
AZL Government Money Market Fund
94
Purchase and Redemption of Shares
94
Market Timing
95
Distribution (12b-1) Fees
95
Dividends, Distributions, and Taxes
96
Financial Highlights
97
For More Information
114

The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
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Fund Summaries AZL® BlackRock Global Allocation Fund



FUND SUMMARIES

AZL® BLACKROCK GLOBAL ALLOCATION FUND

Investment Objective

The Fund seeks high total investment return.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.75%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.12%
Acquired Fund Fees and Expenses(1)
0.02%
Total Annual Fund Operating Expenses
1.14%
(1)
Because Acquired Fund Fees and Expenses are not included in the Fund's Financial Highlights, the Fund's total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights table.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 years
$116
$362
$628
$1,386
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 140% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund invests in a portfolio of equity, debt and money market securities. Generally, the Fund's portfolio will include both equity and debt securities. Equity securities include common stock, preferred stock, securities convertible into common stock, rights and warrants or securities or other instruments whose price is linked to the value of common stock. At any given time, however, the Fund may emphasize either debt securities or equity securities. In selecting equity investments, the Fund mainly seeks securities that the Fund's subadviser believes are undervalued. The Fund may buy debt securities of varying maturities, debt securities paying a fixed or fluctuating rate of interest, and debt securities of any kind, including by way of example, securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, by foreign governments or international agencies or supranational entities, or by domestic or foreign private issuers, mortgage-backed or other asset-backed securities, debt securities convertible into equity securities, inflation-indexed bonds, structured notes, credit-linked notes, loan assignments and loan participations. The Fund may invest up to 35% of its net assets in "junk bonds," corporate loans and distressed securities. The Fund may also invest in real estate investment trusts ("REITs") and securities related to real assets (like real estate- or precious metals-related securities) such as stocks, bonds or convertible bonds issued by REITs or companies that mine precious metals.
When choosing investments, the subadviser considers various factors, including opportunities for equity or debt investments to increase in value, expected dividends and interest rates. The Fund generally seeks diversification across
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
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Fund Summaries AZL® BlackRock Global Allocation Fund


markets, industries and issuers as one of its strategies to reduce volatility. The Fund has no geographic limits on where it may invest. This flexibility allows the subadviser to look for investments in markets around the world, including emerging markets, that it believes will provide the best asset allocation to meet the Fund's objective. The Fund may invest in the securities of companies of any market capitalization.
Generally, the Fund may invest in the securities of corporate and governmental issuers located anywhere in the world. The Fund may emphasize foreign securities when the subadviser expects these investments to outperform U.S. securities. When choosing investment markets, the subadviser considers various factors, including economic and political conditions, potential for economic growth and possible changes in currency exchange rates. In addition to investing in foreign securities, the Fund actively manages its exposure to foreign currencies through the use of forward currency contracts and other currency derivatives. The Fund may own foreign cash equivalents or foreign bank deposits as part of the Fund's investment strategy. The Fund will also invest in non-U.S. currencies. The Fund may underweight or overweight a currency based on the subadviser's outlook.
The Fund's composite Reference Benchmark has at all times since the Fund's formation included a 40% weighting in non-U.S. securities. The Reference Benchmark is an unmanaged weighted index comprised as follows: 36% of the S&P 500 Index; 24% FTSE World (ex U.S.) Index; 24% BofA Merrill Lynch Current 5-year U.S. Treasury Index; and 16% Citigroup Non-U.S. Dollar World Government Bond Index. Throughout its history, the Fund has maintained a weighting in non-U.S. securities, often exceeding the 40% Reference Benchmark weighting and rarely falling below this allocation. 
Under normal circumstances, the Fund will allocate a substantial amount (approximately 40% or more — unless market conditions are not deemed favorable by the subadviser, in which case the Fund would invest at least 30%) — of its net assets in securities of (i) foreign government issuers, (ii) issuers organized or located outside the United States, (iii) issuers which primarily trade in a market located outside the United States, or (iv) issuers doing a substantial amount of business outside the United States, which the Fund considers to be companies that derive at least 50% of their revenue or profits from business outside the United States, or have at least 50% of their sales or assets outside the United States. The Fund will allocate its assets among various regions and countries, including the United States (but in no less than three different countries). For temporary defensive purposes, the Fund may deviate very substantially from the allocation described above.
The Fund may purchase or sell derivatives, including options, futures, indexed securities, inverse securities, swaps and forward contracts both to seek to increase the return of the Fund and to hedge (or protect) the value of its assets against adverse movements in currency exchange rates, interest rates and movements in the securities markets. The Fund may hold a portion of its assets in cash or cash equivalents.
Fund may invest in individual securities, baskets of securities or particular measurements of value or rate, and may consider a variety of factors and systematic inputs. Fund management may employ derivatives for a variety of reasons, including but not limited to, adjusting its exposures to markets, sectors, asset classes and securities. As a result, the economic exposure of the Fund to any particular market, sector, or asset class may vary relative to the market value of any particular exposure.
The Fund may seek to provide exposure to the investment returns of real assets that trade in the commodity markets through investment in commodity-linked derivative instruments and investment vehicles, such as exchange traded funds, and are designed to provide this exposure without direct investment in physical commodities. The Fund may also gain exposure to commodity markets by investing up to 25% of its total assets in AZL Cayman Global Allocation Fund I, Ltd. (the "Subsidiary"), a wholly owned subsidiary of the Fund formed in the Cayman Islands, which invests primarily in commodity-related instruments. The Subsidiary (unlike the Fund) may invest without limitation in commodity-related instruments. However, the Subsidiary is otherwise subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund. The Subsidiary may also hold cash and invest in other instruments, including fixed income securities, either as investments or to serve as margin or collateral for the Subsidiary's derivative positions.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
4



Fund Summaries AZL® BlackRock Global Allocation Fund


The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
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.
Commodities-Related Investments Risk – Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities.
Convertible Securities Risk – The value of convertible securities may be affected by interest rates, default by the issuer on principal or interest payments, and the value of the underlying stock into which the securities may be converted.
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. In the case of hedging positions, the U.S. dollar may decline in value relative to the currency that has been hedged.
Distressed Securities Risk – Distressed securities are speculative and involve substantial risks in addition to the risks of investing in junk bonds. The Fund will generally not receive interest payments on the distressed securities and may incur costs to protect its investment. Distressed securities involve the substantial risk that principal will not be repaid and may present a substantial risk of default or may be in default at the time of investment.
Interest Rate Risk – Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates are at, or near, historic lows, which may increase the Fund's exposure to risks related to rising rates.
Security Quality Risk (also known as High Yield Risk or Junk Bond Risk) – The Fund may invest in high yield, high risk debt securities, which may be subject to higher levels of credit and liquidity risk than higher quality debt securities. Security quality risk is sometimes known as "high-yield risk" or "junk bond risk."
Capitalization Risk – Investing in small- to mid-sized 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.
Initial Public Offerings Risk – Securities purchased in initial public offerings ("IPOs") may be issued by companies with limited operating histories or companies that are undercapitalized. The trading market for these securities may be limited.
ETF and Investment Company Risk – Investing in an exchange-traded fund ("ETF") or another mutual fund exposes the Fund to all the risks of that ETF or mutual fund and also to a pro rata portion of its expenses.
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.
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.
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.
Real Estate Investments Risk – The performance of investments in real estate depends on the overall strength of the real estate market, the management of real estate investments trusts (REITs), and property management, all of which can be affected by a variety of factors, including national and regional economic conditions.
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.
Corporate Loans Risk – The market for corporate loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
5



Fund Summaries AZL® BlackRock Global Allocation Fund



Extension Risk – If interest rates rise, debt securities may be paid in full more slowly than anticipated.
Depositary Receipt Risk – Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities.
Mortgage-Related and Other Asset-Backed Risk – Investing in mortgage-related or other asset-backed securities involves a variety of risks associated with the credit markets, such as rising or falling interest rates, increases in the rate of defaults or prepayments, and the quality of the pool of mortgages (subprime risk) or other assets that backs the security.
Leveraging Risk – The Fund may engage in certain kinds of transactions, including the use of derivatives, that may give rise to a form of leverage. The use of leverage may require the Fund to liquidate a portfolio position at a disadvantageous time or may exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities.
Call Risk – If interest rates fall, issuers of callable debt securities are more likely to prepay prior to the maturity date. The Fund may not be able to reinvest the proceeds from the prepayment in investments that will generate the same level of income.
Repurchase Agreements and Purchase and Sale Contracts Risk – If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in ether situation and the market value of the security declines, the Fund may lose money.
Liquidity Risk – An investment that is difficult to purchase or sell may have an adverse effect on the Fund's returns.
Private Placed Securities Risk – The Fund may invest in privately placed securities, which are subject to resale restrictions.
Precious Metal Related Securities Risk – Prices of precious metals and of precious metal related securities historically have been very volatile. The high volatility of precious metal prices may adversely affect the financial condition of companies involved with precious metals.
Structured Notes Risk – Structured notes and other related instruments purchased by the Fund are generally privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a specific asset, benchmark asset, market or interest rate ("reference measure").
Warrants Risk – If the price of the underlying stock does not rise above the exercise price before the warrant expires, the warrant generally expires without any value and the Fund loses any amount it paid for the warrant.
Short Sales Risk – The Fund may engage in short sales, which are transactions in which the Fund sells securities borrowed from others with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender.
When Issued and Delayed Delivery Securities and Forward Commitments Risk – The purchase or sale of securities on a when issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future.
Indexed and Inverse Securities Risk – Certain indexed and inverse securities have greater sensitivity to changes in interest rates or index levels than other securities, and the Fund's investment in such instruments may decline significantly in value if interest rates or index levels move in a way Fund management does not anticipate.
Standby Commitment Agreements Risk – Standby commitment agreements involve the risk that the security the Fund buys will lose value prior to its delivery to the Fund and will no longer be worth what the Fund has agreed to pay for it
Subsidiary Risk – By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary's investments. The Subsidiary is not registered under the Investment Company Act and is not subject to all the investor protections of the Investment Company Act.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year and since its inception compare with those of a broad-based measure of market performance, the FTSE World Index. The Fund's performance also is compared to the returns of the S&P 500 Index, the FTSE World (ex U.S.) Index, the BofA Merrill Lynch Current 5-Year U.S. Treasury Index, the Citigroup (Non-USD) World Government Bond Index and the Reference Benchmark, which are relevant to the Fund because they have characteristics similar to the Fund's investment strategies.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
6



Fund Summaries AZL® BlackRock Global Allocation Fund


The Reference Benchmark is an unmanaged weighted index comprised as follows: 36% of the S&P 500 Index; 24% FTSE World (ex U.S.) Index; 24% BofA Merrill Lynch Current 5-year U.S. Treasury Index; and 16% Citigroup Non-U.S. Dollar World Government Bond Index.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q4, 2013)
4.87%
Lowest (Q3, 2015)
-6.44%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Since Inception
(1/10/2012)
AZL® BlackRock Global Allocation Fund
4.35%
5.14%
FTSE World Index*
8.65%
9.94%
S&P 500 Index*
11.96%
14.10%
FTSE World ex U.S. Index*
4.82%
5.63%
BofA Merrill Lynch 5-year U.S. Treasury Bond Index*
0.54%
0.96%
Citigroup (Non-USD) World Government Bond Index*
1.81%
-1.78%
Reference Benchmark*
6.02%
6.46%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
BlackRock Investment Management, LLC serves as the subadviser to the Fund.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
7



Fund Summaries AZL® BlackRock Global Allocation Fund


The Fund's portfolio managers since January 2012 are: Dennis Stattman, CFA, Dan Chamby, CFA, and since January 2017 are Russ Koesterich, CFA, JD, David Clayton, CFA, JD, and Kent Hogshire, CFA, each a Managing Director.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
8



Fund Summaries AZL® DFA Emerging Markets Core Equity Fund


AZL® DFA EMERGING MARKETS CORE EQUITY FUND

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
1.25%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.53%
Total Annual Fund Operating Expenses
2.03%
Fee Waiver and Expense Reimbursement(1)(2)
-0.53%
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement(1)(2)
1.50%
(1)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.95% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
(2)
The Manager and the Fund have entered into a written agreement limiting operating expenses, excluding certain expenses (such as interest expense and Acquired Fund Fees and Expenses), to 1.50% through at least April 30, 2018, after which the expense limitation agreement may be terminated for any reason by the Fund at any time or by the Manager on 30 days written notice to the Fund. Amounts contractually waived or reimbursed under the expense limitation agreement in a particular fiscal year may be recouped by the Manager within the next three fiscal years to the extent that recoupment will not cause the Fund's expenses to exceed the lesser of any applicable limits in effect (i) at the time of the original waiver and (ii) at the time of such reimbursement, as supported by standard accounting practices.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver and expense limitation agreements for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$153
$585
$1,044
$2,316
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 16% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund purchases a broad and diverse group of securities associated with emerging markets, as designated by the subadviser, which may include frontier markets (emerging market countries in an earlier stage of development), with an increased exposure to securities of small-cap issuers and securities that it considers to be value securities within this eligible universe. In assessing value, the subadviser may consider factors such as the issuer's securities having a high book value in relation to their market value, as well as price to cash flow or price to earnings ratios. The criteria the subadviser uses for assessing value are subject to change from time to time. In addition, the subadviser may adjust the representation in the Fund of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors it determines to be appropriate, given market conditions. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
9



Fund Summaries AZL® DFA Emerging Markets Core Equity Fund


As a non-fundamental policy, under normal circumstances, the Fund will invest at least 80% of its net assets in emerging markets equity investments.
The Fund may gain exposure to companies by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuer's domicile country. The Fund may purchase or sell futures contracts and options on futures contracts or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund. The Fund does not intend to sell futures contracts to establish short positions in individual securities or use derivatives for purposes of speculation or leveraging investment returns.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
Value Stocks Risk – Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Fund to at times underperform equity funds that use other investment strategies.
Capitalization Risk – Investing in small- to mid-sized companies creates risk because smaller companies may have unpredictable or limited earnings, and their securities may be less liquid or experience more volatile prices than those of large companies.
Emerging Markets Risk – Emerging markets may have less developed or more volatile trading markets, less developed legal and accounting systems, and greater likelihood of government restrictions, nationalization, or confiscation than developed countries. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Foreign Risk – Investing in the securities of non-U.S. issuers involves a number of risks, such as fluctuations in currency values, adverse political, social or economic developments, and differences in social and economic developments or policies.
Depositary Receipt Risk – Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. Investing in these instruments may expose the Fund to credit risk with respect to the issuer of the depositary receipt, in addition to the risks of the underlying investment.
Currency Risk – Investing in securities that trade in and receive revenues in foreign currencies creates risk because foreign currencies may decline relative to the U.S. dollar, resulting in a potential loss to the Fund.
Derivatives Risk – Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year and since its inception compare with those of a broad measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
10



Fund Summaries AZL® DFA Emerging Markets Core Equity Fund


they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q1, 2016)
8.63%
Lowest (Q4, 2016))
-5.29%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Since Inception
(4/27/2015)
AZL® DFA Emerging Markets Core Equity Fund
12.63%
-9.30%
MSCI Emerging Markets Index*
11.60%
-9.16%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
The Fund's portfolio managers are: Joseph H. Chi, Senior Portfolio Manager and Vice President, Jed S. Fogdall, Senior Portfolio Manager and Vice President, since April 2015; Bhanu P. Singh, Portfolio Manager and Vice President, and Allen Pu, Senior Portfolio Manager and Vice President, since July 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
11



Fund Summaries AZL® DFA International Core Equity Fund


AZL® DFA INTERNATIONAL CORE EQUITY FUND

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.95%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.19%
Total Annual Fund Operating Expenses
1.39%
Fee Waiver(1)
-0.20%
Total Annual Portfolio Operating Expenses After Fee Waiver(1)
1.19%
(1)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.75% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$121
$420
$741
$1,651
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 11% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund purchases a broad and diverse group of securities of non-U.S. companies in developed markets with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe. For purposes of this Fund, the subadviser defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets. The Fund's increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the Fund's assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. An equity issuer is considered a value company primarily because it has a high book value in relation to its market capitalization.
The Fund intends to purchase securities of companies associated with developed market countries that the subadviser has designated as approved markets. As a non-fundamental policy, under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The subadviser of the Fund determines company size on a country or region specific basis and based primarily on market capitalization. The percentage allocation of the assets of the Fund to securities of the largest growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the International Universe. The percentage by which the Fund's allocation to securities of the largest growth companies is reduced will change due to market movements and other factors. Additionally, the Fund's
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
12



Fund Summaries AZL® DFA International Core Equity Fund


percentage allocation to all securities as compared to their representation in the International Universe may be modified after considering other factors the subadviser determines to be appropriate given market conditions, such as free float, momentum, trading strategies, liquidity management, and profitability. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The Fund may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuer's domicile country. The Fund also may purchase or sell futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund. The Fund does not intend to sell futures contracts to establish short positions in individual securities or use derivatives for purposes of speculation or leveraging investment returns.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
Value Stocks Risk – Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Fund to at times underperform equity funds that use other investment strategies.
Capitalization Risk – Investing in small- to mid-sized 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.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year and since its inception compare with those of a broad measure of market performance, the MSCI EAFE Index. The Fund's performance also is compared to the returns of the MSCI World ex-USA Index, which is relevant to the Fund because it has characteristics similar to the Fund's investment strategies
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
13



Fund Summaries AZL® DFA International Core Equity Fund


they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q3, 2016)
7.90%
Lowest (Q2, 2016)
-2.14%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Since Inception
(4/27/2015)
AZL® DFA International Core Equity Fund
3.17%
-4.11%
MSCI EAFE Index*
1.51%
-5.38%
MSCI World EX-USA Index*
3.29%
-5.22%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
The Fund's portfolio managers are: Joseph H. Chi, Senior Portfolio Manager and Vice President, Jed S. Fogdall, Senior Portfolio Manager and Vice President, since April 2015; Bhanu P. Singh, Portfolio Manager and Vice President, and Allen Pu, Senior Portfolio Manager and Vice President, since July 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
14



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


AZL® DFA U.S. CORE EQUITY FUND

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.80%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.05%
Total Annual Fund Operating Expenses
1.10%
Fee Waiver(1)
-0.26%
Total Annual Fund Operating Expenses After Fee Waiver(1)
0.84%
(1)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.54% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$86
$324
$581
$1,317
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 10% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund purchases a broad and diverse group of securities of U.S. companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe. The subadviser generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange ("NYSE"), NYSE MKT LLC, Nasdaq Global Market®, Nasdaq Capital Market®, or such other securities exchanges deemed appropriate by the subadviser. The Fund's increased exposure to small and value companies may be achieved by decreasing the allocation of the Fund's assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. An equity issuer is considered a value company primarily because it has a high book value in relation to its market capitalization.
As a non-fundamental policy, under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of U.S. companies. The percentage allocation of the assets of the Fund to securities of the largest U.S. growth companies as defined above will generally be reduced from between 2.5% and 25% of their percentage weight in the U.S. Universe. The percentage by which the Fund's allocation to securities of the largest U.S. growth companies is reduced will change due to market movements. Additionally, the Fund's percentage allocation to all securities as compared to their representation in the U.S. Universe may be modified after considering other factors the subadviser determines to be
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
15



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


appropriate, such as free float, momentum, trading strategies, liquidity management, and profitability. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The Fund may purchase or sell futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund. The Fund does not intend to sell futures contracts to establish short positions in individual securities or use derivatives for purposes of speculation or leveraging investment returns.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
Value Stocks Risk – Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Fund to at times underperform equity funds that use other investment strategies.
Capitalization Risk – Investing in small- to mid-sized companies creates risk because smaller companies may have unpredictable or limited earnings, and their securities may be less liquid or experience more volatile prices than those of large companies.
Derivatives Risk – Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year and since its inception compare with those of a broad measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
16



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


Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q4, 2016)
5.81%
Lowest (Q1, 2016)
1.48%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Since Inception
(4/27/2015)
AZL® DFA U.S. Core Equity Fund
14.25%
4.91%
Russell 3000® Index*
12.74%
5.47%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
The Fund's portfolio managers are: Joseph H. Chi, Senior Portfolio Manager and Vice President, Jed S. Fogdall, Senior Portfolio Manager and Vice President, since April 2015, and Lukas J. Smart, Senior Portfolio Manager and Vice President, since May 2017.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
17



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


AZL® DFA U.S. SMALL CAP FUND

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.85%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.04%
Total Annual Fund Operating Expenses
1.14%
Fee Waiver(1)
-0.15%
Total Annual Fund Operating Expenses After Fee Waiver(1)
0.99%
(1)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.70% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$101
$347
$613
$1,373
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 9% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of U.S. small-cap companies. A company's market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. small-cap company, the greater its representation in the Fund. The Fund may modify market capitalization weights and even exclude companies after considering such factors as free float, momentum, trading strategies, liquidity management, and profitability, as well as other factors that the subadviser determines to be appropriate, given market conditions. In assessing profitability, the subadviser may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the subadviser will invest at least 80% of its net assets in securities of small-cap U.S. companies. As of the date of this Prospectus, for purposes of the Fund, the subadviser considers small-cap companies to be companies, at the time of purchase, whose market capitalizations are generally in the lowest 10% of total market capitalization or companies whose market capitalizations are smaller than the 1,000th largest U.S. company, whichever results in the higher market capitalization break. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange ("NYSE"), NYSE MKT LLC, Nasdaq Global Market®,  Nasdaq Capital Market®, or such other securities exchanges deemed appropriate by the subadviser. Under the subadviser's market capitalization guidelines described above, based on market capitalization data
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
18



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


as of December 31, 2016, the market capitalization of a small-cap company would be approximately $4.2 billion or below. This dollar amount will change due to market conditions.
The Fund may purchase or sell futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Fund. The Fund does not intend to sell futures contracts to establish short positions in individual securities or use derivatives for purposes of speculation or leveraging investment returns.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
Capitalization Risk – Investing in small- to mid-sized companies creates risk because smaller companies may have unpredictable or limited earnings, and their securities may be less liquid or experience more volatile prices than those of large companies.
Derivatives Risk – Investing in derivative instruments involves risks that may be different from or greater than the risks associated with investing directly in securities or other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year and since its inception compare with those of a broad measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
19



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


Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q4, 2016)
12.06%
Lowest (Q1, 2016)
1.63%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Since Inception
(4/27/2015)
AZL® DFA U.S. Small Cap Fund
24.90%
8.64%
Russell 2000® Index*
21.31%
6.47%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
Dimensional Fund Advisors LP serves as the subadviser to the Fund.
The Fund's portfolio managers are: Joseph H. Chi, Senior Portfolio Manager and Vice President, Jed S. Fogdall, Senior Portfolio Manager and Vice President, since April 2015; and Joel P. Schneider, Senior Portfolio Manager and Vice President, since July 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
20



Fund Summaries AZL® Gateway Fund


AZL® GATEWAY FUND

Investment Objective

The Fund seeks to capture the majority of the returns associated with equity market investments, while exposing investors to less risk than other equity investments.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.80%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.05%
Total Annual Fund Operating Expenses
1.10%
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$112
$350
$606
$1,340
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 20% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests in a broadly diversified portfolio of common stocks, while also selling index call options. The Fund also buys index put options, which can protect the Fund from a significant market decline that may occur over a short period of time. The combination of the diversified stock portfolio, the cash flow from the sale of index call options and the downside protection from index put options is intended to provide the Fund with the majority of the returns associated with equity market investments while exposing investors to less risk than other equity investments. The Fund may invest in companies with small, medium or large market capitalizations. Equity securities purchased by the Fund may include U.S.-exchange-listed common stocks, American Depositary Receipts (ADRs), and interests in real estate investment trusts (REITs).
From time to time, the Fund may reduce its holdings of put options, resulting in an increased exposure to a market decline. The Fund may invest in foreign securities traded in U.S. markets (through ADRs or stocks traded in U.S. dollars). The Fund may also invest in other investment companies, including money market funds, to the extent permitted by the Investment Company Act of 1940. The Fund may enter into repurchase agreements and/or hold cash and cash equivalents. The Fund may purchase U.S. government securities, certificates of deposit, commercial paper, bankers' acceptance, and/or repurchase agreements or hold cash (U.S. Dollars, foreign currencies or multinational currency units) for temporary defensive purposes in response to adverse market, economic or political conditions, or, under normal circumstances, for purposes of liquidity. These investments may prevent the Fund from achieving its investment objective.
The Fund not only strives for the majority of the returns associated with equity market investments, but also returns in excess of those available from other investments comparable in volatility. With its core investment in equities, the Fund is
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
21



Fund Summaries AZL® Gateway Fund


significantly less vulnerable to fluctuations in value caused by interest rate volatility, a risk factor present in both fixed income and hybrid investments, although the Fund expects to generally have lower long-term returns than a portfolio consisting solely of equity securities. The Fund intends that its index option-based risk management strategy will limit the volatility inherent in equities while sacrificing less of the higher equity returns than hybrid investments.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the Fund will produce the desired results.
Correlation Risk – The effectiveness of the Fund's index option-based risk management strategy may be reduced if the performance of the Fund's equity portfolio does not correlate to the index underlying its option positions.
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.
Options Risk – The value of the Fund's positions in index options fluctuates in response to changes in the value of the underlying index. Writing index call options reduces the risk of owning stocks, but it limits the opportunity to profit from an increase in the market value of stocks in exchange for up-front cash at the time of selling the call option. The Fund also risks losing all or part of the cash paid for purchasing index put options. Unusual market conditions or the lack of a ready market for any particular option at a specific time may reduce the effectiveness of the Fund's option strategies, and for these and other reasons the Fund's option strategies may not reduce the Fund's volatility to the extent desired. From time to time, the Fund may reduce its holdings of put options, resulting in an increased exposure to a market decline.
Depositary Receipt Risk – Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities.
Real Estate Investments Risk – The performance of investments in real estate depends on the overall strength of the real estate market, the management of real estate investments trusts (REITs), and property management, all of which can be affected by a variety of factors, including national and regional economic conditions.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five year and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
22



Fund Summaries AZL® Gateway Fund


Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q4, 2011)
5.45%
Lowest (Q3, 2011)
-4.62%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Year Ended
December 31, 2016
Since Inception
(4/30/2010)
AZL® Gateway Fund
4.84%
4.48%
4.11%
S&P 500 Index*
11.96%
14.66%
12.36%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
Gateway Investment Advisers, LLC serves as the subadviser to the Fund.
The portfolio managers for the Fund, since April 2010, are Paul R. Stewart, CFA, President and Chief Executive Officer of Gateway; Michael T. Buckius, CFA, Senior Vice President and Chief Investment Officer of Gateway; since February 2013, Kenneth H. Toft, CFA, a Senior Vice President of Gateway, and since April 2016, Daniel M. Ashcraft a portfolio manager of Gateway.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
23



Fund Summaries AZL® Government Money Market Fund


AZL® GOVERNMENT MONEY MARKET FUND

Investment Objective

The Fund seeks current income consistent with stability of principal.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.35%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.05%
Total Annual Fund Operating Expenses
0.65%
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$66
$208
$362
$810

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund invests at least 99.5% of its total assets in cash, government securities, or repurchase agreements that are collateralized fully by such securities. The Fund also has a policy to invest, under normal market conditions, at least 80% of its net assets in government securities or in repurchase agreements that are collateralized by government securities. The government securities in which the Fund may invest include any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States, or any certificate of deposit for any of the foregoing.
Under normal circumstances, the Fund's investments include U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations. In addition, the Fund may invest in variable and floating rate instruments and when-issued and delayed delivery securities. The Fund invests in a portfolio of securities maturing in 397 days or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less.
The securities purchased by the Fund are subject to the quality, diversification, and other requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended (the "1940 Act"), and other rules of the U.S. Securities and Exchange Commission. The Fund will only purchase securities that present minimal credit risk as determined by BlackRock, the Fund's subadviser, pursuant to guidelines approved by the Trust's Board of Trustees.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
24



Fund Summaries AZL® Government Money Market Fund


During extended periods of low interest rates, and due in part to Contract fees and expenses, the yield of the Fund may become extremely low and possibly negative.
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.
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.
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.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Income Risk – Falling interest rates may cause the Fund's income to decline.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Liquidity Risk – An investment that is difficult to purchase or sell may have an adverse effect on the Fund's returns.
Repurchase Agreements and Purchase and Sale Contracts Risk – If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in ether situation and the market value of the security declines, the Fund may lose money.
U.S. Government Obligations Risk – Certain securities in which the Fund may invest, including securities issued by certain government agencies and government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
When Issued and Delayed Delivery Securities and Forward Commitments Risk – The purchase or sale of securities on a when issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future.
Variable and Floating Rate Instrument Risk - These are instruments that provide for adjustments in the interest rate on certain reset dates (variable) or whenever a specified interest rate index changes (floating).
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years, and ten years compare with those of a broad measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
25



Fund Summaries AZL® Government Money Market Fund


Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q3, 2007)
1.20%
Lowest (Q4, 2016)
0.00%
Average Annual Total Returns
 
One Year Ended December 31, 2016
Five Years Ended December 31, 2016
Ten Years Ended December 31, 2016
AZL® Government Money Market Fund
0.01%
0.00%
0.73%
Three-Month U.S. Treasury Bill Index*
0.32%
0.11%
0.67%
*
Reflects no deduction for fees, expenses, or taxes.
The seven-day yield for the period ended December 31, 2016 was 0.00%. For the Fund's current 7-day yield, telephone 800-624-0197 toll-free.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
BlackRock Advisors, LLC serves as the subadviser to the Fund.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
26



Fund Summaries AZL® International Index Fund, Class 1 and Class 2


AZL® INTERNATIONAL INDEX FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks to match the performance of the MSCI EAFE® Index as closely as possible.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.35%
0.35%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.05%
0.05%
Total Annual Fund Operating Expenses(1)
0.40%
0.65%
(1)
The Total Annual Fund Operating Expenses have been restated and differ from the ratios of net expenses to average net assets given in the Fund's annual report, which does not reflect current expenses of the Fund.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 Years
10 Years
Class 1
$41
$128
$224
$505
Class 2
$66
$208
$362
$810
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 55% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund employs a passive management approach, investing in a portfolio of assets whose performance is expected to match approximately the performance of the MSCI EAFE Index before the deduction of Fund expenses. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a statistically selected sampling of equity securities of companies included in the MSCI EAFE Index and in derivative instruments linked to the MSCI EAFE Index, primarily futures contracts.
The MSCI EAFE Index is a market-weighted index composed of common stocks of companies from various industrial sectors whose primary trading markets are located outside the United States. Companies included in the MSCI EAFE Index are selected from among the larger-capitalization companies in these markets. The weighting of the MSCI EAFE Index is based on the relative market capitalization of each of the countries in the MSCI EAFE Index.
The Fund does not necessarily invest in all of the securities in the MSCI EAFE Index, or in the same weightings as the securities have in the index. The Fund's subadviser chooses investments so that the market capitalizations, industry weightings, and other fundamental characteristics of the securities chosen are similar to those of the MSCI EAFE Index as a whole.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
27



Fund Summaries AZL® International Index Fund, Class 1 and Class 2


Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
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.
Index Fund Risk – The Fund does not attempt to manage market volatility or reduce the effects of poor stock performance. In addition, factors such as Fund expenses, selection of a representative portfolio, changes in the composition of the index, or the timing of purchases or redemptions of Fund shares may affect the correlation between the performance of the index and the Fund's performance.
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.
Leveraging Risk – The Fund may engage in certain kinds of transactions, including the use of derivatives, that may give rise to a form of leverage. The use of leverage may require the Fund to liquidate a portfolio position at a disadvantageous time or may exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities.
Liquidity Risk – An investment that is difficult to purchase or sell may have an adverse effect on the Fund's returns.
Depositary Receipt Risk – Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities.
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. In the case of hedging positions, the U.S. dollar may decline in value relative to the currency that has been hedged.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years and since its inception compare with those of a broad measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
28



Fund Summaries AZL® International Index Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q3, 2010)
17.43%
Lowest (Q3, 2011)
-20.27%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Year Ended
December 31, 2016
Since Inception
(Class 1 – 10/14/2016 and Class 2 - 5/1/2009)
AZL® International Index Fund (Class 1)
N/A
N/A
0.70%+
AZL® International Index Fund (Class 2)
0.37%
5.87%
6.78%
MSCI EAFE Index*
1.51%
7.02%
8.15%
+
Cumulative return
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the MSCI EAFE Index is calculated from 5/1/2009.

Management

Allianz Investment Management LLC (the "Manager") serves as the investment manager to the Fund.
BlackRock Investment Management, LLC serves as the subadviser to the Fund.
The portfolio managers for the Fund are: Greg Savage, Managing Director, since May 2011, Alan Mason, Managing Director, since February 2014, Creighton Jue, Managing Director, since April 2015, and Rachel Aguirre, Director, since April 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
29



Fund Summaries AZL® MetWest Total Return Bond Fund


AZL® METWEST TOTAL RETURN BOND FUND

Investment Objective

The Fund seeks to maximize long-term total return.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. It reflects the management fee waiver agreement for the first year. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.60%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.06%
Total Annual Fund Operating Expenses
0.91%
Fee Waiver(1)
-0.05%
Total Annual Fund Operating Expenses After Fee Waiver(1)
0.86%
(1)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.55% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$88
$285
$499
$1,115
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 185% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund pursues its objective by investing, under normal circumstances, at least 80% of its net assets in investment-grade fixed income securities or unrated securities that are determined by the subadviser to be of similar quality. Up to 20% of the Fund's net assets may be invested in securities rated below investment grade. The Fund also invests at least 80% of its net assets plus borrowings for investment purposes in fixed income securities it regards as bonds. Under normal conditions, the portfolio duration is two to eight years and the dollar-weighted average maturity ranges from two to fifteen years. The Fund invests in the U.S. and abroad, including emerging markets and may purchase securities of varying maturities issued by domestic and foreign corporations and governments. The subadviser will focus the Fund's portfolio holdings in areas of the bond market (based on quality, sector, coupon or maturity) that the subadviser believes to be relatively undervalued.
Investments include various types of bonds and other securities, typically corporate bonds, notes, collateralized bond obligations, collateralized debt obligations, mortgage-related and asset-backed securities, bank loans, money-market securities, swaps, futures, municipal securities, options, credit default swaps, private placements and restricted securities. These investments may have interest rates that are fixed, variable or floating.
The Fund may sell short up to 25% of the value of its total assets.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
30



Fund Summaries AZL® MetWest Total Return Bond Fund


Derivatives will be used in an effort to hedge investments, for risk management, or to increase income or gains for the Fund. The Fund may also seek to obtain market exposure to the securities in which it invests by entering into a series of purchase and sale contracts or by using other investment techniques such as reverse repurchase agreements.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
Interest Rate Risk – Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates are at, or near, historic lows, which may increase the Fund's exposure to risks related to rising rates.
Security Quality Risk (also known as High Yield Risk or Junk Bond Risk) – The Fund may invest in high yield, high risk debt securities, which may be subject to higher levels of credit and liquidity risk than higher quality debt securities. Security quality risk is sometimes known as "high-yield risk" or "junk bond risk."
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.
Extension Risk – If interest rates rise, debt securities may be paid in full more slowly than anticipated.
Call Risk – If interest rates fall, issuers of callable debt securities are more likely to prepay prior to the maturity date. The Fund may not be able to reinvest the proceeds from the prepayment in investments that will generate the same level of income.
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.
Income Risk – Falling interest rates may cause the Fund's income to decline.
Mortgage-Related and Other Asset-Backed Risk – Investing in mortgage-related or other asset-backed securities involves a variety of risks associated with the credit markets, such as rising or falling interest rates, increases in the rate of defaults or prepayments, and the quality of the pool of mortgages (subprime risk) or other assets that backs the security.
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.
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.
Liquidity Risk – An investment that is difficult to purchase or sell may have an adverse effect on the Fund's returns.
Short Sales Risk – The Fund may engage in short sales, which are transactions in which the Fund sells securities borrowed from others with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender.
Repurchase Agreements and Purchase and Sale Contracts Risk – If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Fund may lose money.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
31



Fund Summaries AZL® MetWest Total Return Bond Fund


Private Placed Securities Risk – The Fund may invest in privately placed securities, which are subject to resale restrictions.
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.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
Performance Bar Chart and Table
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q1, 2016)
2.40%
Lowest (Q4, 2016)
-2.71%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Since Inception
(11/17/2014)
AZL® MetWest Total Return Bond Fund
2.30%
1.31%
Bloomberg Barclays U.S. Aggregate Bond Index*
2.65%
1.88%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
Metropolitan West Asset Management, LLC serves as the subadviser to the Fund.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
32



Fund Summaries AZL® MetWest Total Return Bond Fund


The Fund's portfolio managers since November, 2014, are: Tad Rivelle, Portfolio Manager, Steve Kane, CFA, Portfolio Manager, Laird Landmann, CFA, Portfolio Manager, and Bryan Whalen, Portfolio Manager.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
33



Fund Summaries AZL® Mid Cap Index Fund, Class 1 and Class 2


AZL® MID CAP INDEX FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks to match the performance of the Standard & Poor's MidCap 400® Index ("S&P 400 Index") as closely as possible.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.25%
0.25%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.06%
0.06%
Total Annual Fund Operating Expenses(1)
0.31%
0.56%
(1)
The Total Annual Fund Operating Expenses have been restated and differ from the ratios of net expenses to average net assets given in the Fund's annual report, which does not reflect current expenses of the Fund.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 Years
10 Years
Class 1
$32
$100
$174
$393
Class 2
$57
$179
$313
$701
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 86% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund employs a passive management approach, investing in a portfolio of assets whose performance is expected to match approximately the performance of the S&P 400 Index before the deduction of Fund expenses. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a statistically selected sampling of equity securities of companies included in the S&P 400 Index and in derivative instruments linked to the S&P 400 Index, primarily futures contracts.
The S&P 400 Index is a market-weighted index composed of approximately 400 common stocks of medium-sized U.S. companies in a wide range of businesses chosen by Standard & Poor's based on a number of factors, including industry representation, market value, economic sector and operating/financial condition. As of March 10, 2017, the market capitalizations of companies in the S&P 400 Index ranged from $1.6 billion to $6.8 billion.
The Fund does not necessarily invest in all of the securities in the S&P 400 Index or in the same weightings as the securities have in the index. The Fund's subadviser chooses investments so that the market capitalizations, industry weightings, and other fundamental characteristics of the securities chosen are similar to the S&P 400 Index as a whole.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
34



Fund Summaries AZL® Mid Cap Index Fund, Class 1 and Class 2


Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
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.
Index Fund Risk – The Fund does not attempt to manage market volatility or reduce the effects of poor stock performance. In addition, factors such as Fund expenses, selection of a representative portfolio, changes in the composition of the index, or the timing of purchases or redemptions of Fund shares may affect the correlation between the performance of the index and the Fund's performance.
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.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
35



Fund Summaries AZL® Mid Cap Index Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q4, 2010)
13.31%
Lowest (Q3, 2011)
-19.96%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Year Ended
December 31, 2016
Since Inception
(Class 1 – 10/14/2016 and Class 2 - 5/1/2009)
AZL® Mid Cap Index Fund (Class 1)
N/A
N/A
9.00%+
AZL® Mid Cap Index Fund (Class 2)
19.52%
14.60%
16.14%
S&P MidCap 400 Index*
20.74%
15.33%
17.02%
+
Cumulative return
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the S&P MidCap 400 Index is calculated from 5/1/2009.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
BlackRock Investment Management, LLC serves as the subadviser to the Fund.
The portfolio managers for the Fund are: Greg Savage, Managing Director, since May 2011, Alan Mason, Managing Director, since February 2014, Creighton Jue, Managing Director, since April 2015, and Rachel Aguirre, Director, since April 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
36



Fund SummariesAZL® Morgan Stanley Global Real Estate Fund, Class 1 and Class 2


AZL® MORGAN STANLEY GLOBAL REAL ESTATE FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks to provide income and capital appreciation.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.90%
0.90%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.14%
0.14%
Total Annual Fund Operating Expenses(1)
1.04%
1.29%
Fee Waiver(2)
-0.05%
-0.05%
Total Annual Fund Operating Expenses After Fee Waiver(2)
0.99%
1.24%
(1)
The Total Annual Fund Operating Expenses have been restated and differ from the ratios of net expenses to average net assets given in the Fund's annual report, which does not reflect current expanses of the Fund.
(2)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.85% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 Years
10 Years
Class 1
$101
$326
$569
$1,266
Class 2
$126
$404
$703
$1,552
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 52% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The subadviser seeks a combination of current income and capital appreciation by investing primarily in equity securities of companies in the real estate industry located throughout the world, including real estate operating companies (REOCs), real estate investment trusts (REITs) and similar entities established outside the United States (foreign real estate companies). The Fund will invest primarily in companies located in the developed countries of North America, Europe and Asia, but may also invest in emerging markets. The subadviser's approach emphasizes a bottom-up stock selection with a top-down global allocation.
The subadviser actively manages the Fund using a combination of top-down and bottom-up methodologies. The Subadviser's proprietary models drive the bottom-up value-driven approach for stock selection. The top-down portion seeks diversified exposure to all major asset classes with an overweighting to property markets that offer the best relative valuation. The bottom-up research process strongly influences the subadviser's perspective on which property markets it believes provide better relative value and growth prospects and, consequently, affects its decision to overweight or underweight a given region, sector and/or country. The subadviser generally considers selling a portfolio holding if the
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
37



Fund SummariesAZL® Morgan Stanley Global Real Estate Fund, Class 1 and Class 2


holding's share price shifts to the point where the position no longer represents an attractive relative value opportunity versus the underlying value of its assets and/or growth prospects or versus other securities in the investment universe.
Under normal circumstances, at least 80% of the Fund's assets, plus any borrowings for investment purposes, will be invested in equity securities of companies in the real estate industry, including REOCs, REITs, and foreign real estate companies.
A company is considered to be in the real estate industry if it (i) derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate or (ii) has at least 50% of the fair market value of its assets invested in residential, commercial or industrial real estate.
The equity securities in which the Fund may invest include common stocks, preferred stock, convertible securities, depositary receipts, rights and warrants and limited partnership interests.
Principal Investment Risks
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
Value Stocks Risk – Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Fund to at times underperform funds that use other investment strategies.
Capitalization Risk – Investing in small- to mid-sized 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.
Real Estate Investments Risk – The performance of investments in real estate depends on the overall strength of the real estate market, the management of real estate investments trusts (REITs), REOCs, and foreign real estate companies, and property management, all of which can be affected by a variety of factors, including national and regional economic conditions.
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.
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.
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. In the case of hedging positions, the U.S. dollar may decline in value relative to the currency that has been hedged.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years, and since its inception compare with those of a broad measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
38



Fund SummariesAZL® Morgan Stanley Global Real Estate Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q2, 2009)
38.85%
Lowest (Q4, 2008)
-30.62%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Years Ended December 31, 2016
Since Inception
(Class 1 – 10/14/2016 and Class 2 - 5/1/2006)
AZL® Morgan Stanley Global Real Estate Fund (Class 1)
N/A
N/A
0.50%+
AZL® Morgan Stanley Global Real Estate Fund (Class 2)
3.14%
9.14%
3.36%
FTSE EPRA/NAREIT Developed Real Estate Index*
4.99%
10.33%
4.32%
+
Cumulative return
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the FTSE EPRA/NAREIT Developed Real Estate Index is calculated from 5/1/2006.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
Morgan Stanley Investment Management Inc. serves as the subadviser to the Fund.
The portfolio managers of the Fund, since May 2006, are: Theodore R. Bigman, since 2006, Michiel te Paske, since 2006, Sven van Kemenade, since 2006, Angeline Ho, since 2006, Bill Grant, since May 2014, and Desmond Foong, since May 2015, each a Managing Director.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
39



Fund Summaries AZL® Pyramis® Total Bond Fund, Class 1 and Class 2


AZL® PYRAMIS® TOTAL BOND FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks a high level of current income.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.50%
0.50%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.08%
0.08%
Total Annual Fund Operating Expenses(1)
0.58%
0.83%
(1)
The Total Annual Fund Operating Expenses have been restated and differ from the ratios of net expenses to average net assets given in the Fund's annual report, which does not reflect current expenses of the Fund.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 Years
10 Years
Class 1
$59
$186
$324
$726
Class 2
$85
$265
$460
$1,025
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 119% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
Under normal market conditions, the Fund will invest at least 80% of its net assets in investment-grade debt securities (those of medium and high quality) of all types and repurchase agreements for those securities. Such investments include corporate bonds, U.S. Treasury obligations, U.S. government agency mortgage securities and real estate investment trusts. A portion of the investments may not be publically traded. The subadviser uses the Bloomberg Barclays U.S. Aggregate Bond Index as a guide in structuring the Fund and selecting its investments and manages the Fund to have similar overall interest rate risk to the index. The Bloomberg Barclays US Aggregate Bond Index is a broad-based benchmark that measures the investment grade, US dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid ARM pass-throughs), asset-backed securities and commercial mortgage-backed securities (agency and nonagency).
The subadviser considers other factors when selecting Fund investments, including the credit quality of the issuer, security-specific features and the subadviser's assessment of whether the investment is undervalued. In managing the Fund's exposure to various risks, including interest rate risk, the subadviser considers, among other things, the market's overall risk characteristics, the market's current pricing of those risks, and internal views of potential future market conditions.
The Fund's assets may be allocated among different market sectors (for example, corporate, asset-backed, or government securities) and different maturities based on the subadviser's view of the relative value of each sector or maturity.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
40



Fund Summaries AZL® Pyramis® Total Bond Fund, Class 1 and Class 2


The Fund's assets may be invested in securities of foreign issuers, denominated in US dollars or in local currency,  in addition to securities of domestic issuers.
The Fund may invest significantly in derivatives instruments, such as interest rate swaps, total return swaps, credit default swaps, and futures contracts (both long and short positions) on securities and indexes, and in forward-settling securities. Such investments may give rise to a form of leverage, particularly when the Fund does not own the assets, instrument or components underlying the derivative instruments. Depending on the subadviser's outlook and market conditions, the Fund may invest in derivatives instruments in order to gain exposure to assets, instruments, or indexes, interest rates, or credit qualities.
The Fund also may invest up to 20% of its assets in lower-quality debt securities, sometimes called "junk bonds."
To earn additional income for the Fund, the subadviser may use a trading strategy that involves selling (or buying) mortgage securities and simultaneously agreeing to purchase (or sell) mortgage securities on a later date at a set price. This trading strategy may increase interest rate exposure and result in an increased portfolio turnover rate which increases transaction costs and may increase taxable gains.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the Fund will produce the desired results.
Interest Rate Risk – Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates are at, or near, historic lows, which may increase the Fund's exposure to risks related to rising rates.
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.
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.
Private Placed Securities Risk – The Fund may invest in privately placed securities, which are subject to resale restrictions.
Call Risk – If interest rates fall, issuers of callable debt securities are more likely to prepay prior to the maturity date. The Fund may not be able to reinvest the proceeds from the prepayment in investments that will generate the same level of income.
Extension Risk – If interest rates rise, debt securities may be paid in full more slowly than anticipated.
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.
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.
Leveraging Risk – The Fund may engage in certain kinds of transactions, including the use of derivatives, that may give rise to a form of leverage. The use of leverage may require the Fund to liquidate a portfolio position at a disadvantageous time or may exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities.
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.
Asset-Backed Securities Risk – Asset-backed securities represent interests in "pools" of assets, including consumer loans or receivables held in trust. Asset-backed securities are subject to credit, interest rate, prepayment and extension
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
41



Fund Summaries AZL® Pyramis® Total Bond Fund, Class 1 and Class 2


risks. These securities also are subject to risk of default of the underlying asset, particularly during periods of economic downturn.
Security Quality Risk (also known as High Yield Risk or Junk Bond Risk) – The Fund may invest in high yield, high risk debt securities, which may be subject to higher levels of credit and liquidity risk than higher quality debt securities. Security quality risk is sometimes known as "high-yield risk" or "junk bond risk."
Income Risk – Falling interest rates may cause the Fund's income to decline.
Liquidity Risk – An investment that is difficult to purchase or sell may have an adverse effect on the Fund's returns.
Mortgage-Related and Other Asset-Backed Risk – Investing in mortgage-related or other asset-backed securities involves a variety of risks associated with the credit markets, such as rising or falling interest rates, increases in the rate of defaults or prepayments, and the quality of the pool of mortgages (subprime risk) or other assets that back the security.
U.S. Government Obligations Risk – Certain securities in which the Fund may invest, including securities issued by certain government agencies and government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
Real Estate Investments Risk – The performance of investments in real estate depends on the overall strength of the real estate market, the management of real estate investments trusts (REITs), and property management, all of which can be affected by a variety of factors, including national and regional economic conditions.
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.
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. In the case of hedging positions, the U.S. dollar may decline in value relative to the currency that has been hedged.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
42



Fund Summaries AZL® Pyramis® Total Bond Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q1, 2016)
3.25%
Lowest (Q4, 2016)
-2.80%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Since Inception
(Class 1 – 10/28/2016 and Class 2 - 9/5/2012)
AZL® Pyramis® Total Bond Fund (Class 1)
N/A
-2.30%+
AZL® Pyramis® Total Bond Fund (Class 2)
5.51%
1.88%
Bloomberg Barclays U.S. Aggregate Bond Index*
2.65%
1.71%
+
Cumulative return
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the Bloomberg Barclays U.S. Aggregate Bond Index is calculated from 9/5/2012.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
FIAM LLC serves as the subadviser to the Fund.
The Fund's portfolio managers since September 2012, are: Ford O'Neil, Portfolio Manager, and since May 2017, are Celso Munoz, Portfolio Manager and Michael Weaver, Portfolio Manager.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
43



Fund SummariesAZL® Russell 1000 Growth Index Fund, Class 1 and Class 2


AZL® RUSSELL 1000 GROWTH INDEX FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks to match the total return of the Russell 1000® Growth Index.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.44%
0.44%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.08%
0.08%
Total Annual Portfolio Operating Expenses(1)
0.52%
0.77%
Fee Waiver(2)
-0.05%
-0.05%
Total Annual Fund Operating Expenses After Fee Waiver(2)
0.47%
0.72%
(1)
The Total Annual Fund Operating Expenses have been restated and differ from the ratios of net expenses to average net assets given in the Fund's annual report, which does not reflect current expenses of the Fund.
(2)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.39% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 years
10 Years
Class 1
$48
$162
$286
$648
Class 2
$74
$241
$423
$949
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 158% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund normally invests in all stocks in the Russell 1000® Growth Index (the "Index") in proportion to their weighting in the Index. The subadviser attempts to have a correlation between the Fund's performance and that of the Index of at least 0.95 before expenses. A correlation of 1.00 would mean that the Fund and the Index were perfectly correlated.
The Index is an unmanaged index composed of companies on the Russell 1000® Index which exhibit higher price-to-book ratios and higher forecasted growth values. The Russell 1000® Index is itself composed of approximately 1,000 of the largest securities on the Russell 3000® Index, based on a combination of their market cap and current index membership. The Index is constructed to provide a comprehensive and unbiased barometer for the large-cap growth segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect growth characteristics.
In seeking to match the performance of the Index, the subadviser uses a passive management approach and purchases all or a representative sample of the stocks comprising the Index. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a statistically selected sampling of securities of companies included in the Russell 1000
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
44



Fund SummariesAZL® Russell 1000 Growth Index Fund, Class 1 and Class 2


Growth Index or in derivative instruments linked to that Index, primarily stock index futures contracts. The subadviser also may use stock index futures as a substitute for the sale or purchase of securities. Because the Fund has expenses, performance will tend to be slightly lower than that of the target benchmark.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Growth Stocks Risk – Returns on growth stocks may not move in tandem with returns on other categories of stocks or the market as a whole. Growth stocks may be susceptible to rapid price swings or to adverse developments in certain sectors of the market.
Index Fund Risk – The Fund does not attempt to manage market volatility or reduce the effects of poor stock performance. In addition, factors such as Fund expenses, selection of a representative portfolio, changes in the composition of the index, or the timing of purchases or redemptions of Fund shares may affect the correlation between the performance of the index and the Fund's performance.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
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.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years, and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
45



Fund SummariesAZL® Russell 1000 Growth Index Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q1, 2012)
14.41%
Lowest (Q3, 2011)
-13.18%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Years Ended
December 31, 2016
Since Inception
(Class 1 – 10/14/2016 and Class 2 - 4/30/2010)
AZL® Russell 1000 Growth Index Fund (Class 1)
N/A
N/A
2.80%+
AZL® Russell 1000 Growth Index Fund (Class 2)
6.43%
13.67%
11.90%
Russell 1000® Growth Index*
7.08%
14.50%
12.77%
+
Cumulative return
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the Russell 1000® Growth Index is calculated from 4/30/2010.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
BlackRock Investment Management, LLC serves as the subadviser to the Fund.
The portfolio managers for the Fund are: Greg Savage, Managing Director, since May 2011, Alan Mason, Managing Director, since February 2014, Creighton Jue, Managing Director, since April 2015, and Rachel Aguirre, Director, since April 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
46



Fund SummariesAZL® Russell 1000 Value Index Fund, Class 1 and Class 2


AZL® RUSSELL 1000 VALUE INDEX FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks to match the total return of the Russell 1000® Value Index.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.44%
0.44%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.08%
0.08%
Total Annual Portfolio Operating Expenses(1)
0.52%
0.77%
Fee Waiver(2)
-0.05%
-0.05%
Total Annual Fund Operating Expenses After Fee Waiver(2)
0.47%
0.72%
(1)
The Total Annual Fund Operating Expenses have been restated and differ from the ratios of net expenses to average net assets given in the Fund's annual report, which does not reflect current expenses of the Fund.
 (2)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.39% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 Years
10 Years
Class 1
$48
$162
$286
$648
Class 2
$74
$241
$423
$949
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 131% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund normally invests in all stocks in the Russell 1000® Value Index (the "Index") in proportion to their weighting in the Index. The subadviser attempts to have a correlation between the Fund's performance and that of the Index of at least 0.95 before expenses. A correlation of 1.00 would mean that the Fund and the Index were perfectly correlated.
The Index is an unmanaged index composed of companies on the Russell 1000® Index which exhibit lower price-to-book ratios and lower expected growth values. The Russell 1000® Index is itself composed of approximately 1,000 of the largest securities on the Russell 3000® Index, based on a combination of their market cap and current index membership. The Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics.
In seeking to match the performance of the Index, the subadviser uses a passive management approach and purchases all or a representative sample of the stocks comprising the Index. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a statistically selected sampling of securities of companies included in the Russell 1000
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
47



Fund SummariesAZL® Russell 1000 Value Index Fund, Class 1 and Class 2


Value Index or in derivative instruments linked to that Index, primarily stock index futures contracts. The subadviser also may use stock index futures as a substitute for the sale or purchase of securities. Because the Fund has expenses, performance will tend to be slightly lower than that of the target benchmark.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Value Stocks Risk – Value investing emphasizes stocks of undervalued companies whose characteristics may lead to improved valuations. Value stocks may lose favor with investors, or their valuations may not improve as anticipated.
Index Fund Risk – The Fund does not attempt to manage market volatility or reduce the effects of poor stock performance. In addition, factors such as Fund expenses, selection of a representative portfolio, changes in the composition of the index, or the timing of purchases or redemptions of Fund shares may affect the correlation between the performance of the index and the Fund's performance.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
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.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years, and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
48



Fund SummariesAZL® Russell 1000 Value Index Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q4, 2011)
12.85%
Lowest (Q3, 2011)
-16.24%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Years Ended
December 31, 2016
Since Inception
(Class 1 – 10/14/2016 and Class 2 - 4/30/2010)
AZL® Russell 1000 Value Index Fund (Class 1)
N/A
N/A
7.90%+
AZL® Russell 1000 Value Index Fund (Class 2)
16.15%
13.90%
11.00%
Russell 1000® Value Index*
17.34%
14.80%
11.86%
+
Cumulative return
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the Russell 1000® Value Index is calculated from 4/30/2010.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
BlackRock Investment Management, LLC serves as the subadviser to the Fund.
The portfolio managers for the Fund are: Greg Savage, Managing Director, since May 2011, Alan Mason, Managing Director, since February 2014, Creighton Jue, Managing Director, since April 2015, and Rachel Aguirre, Director, since April 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
49



Fund Summaries AZL® S&P 500 Index Fund, Class 1 and Class 2


AZL® S&P 500 INDEX FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks to match the total return of the Standard & Poor's 500 Index ("S&P 500®").

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.17%
0.17%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.07%
0.07%
Total Annual Fund Operating Expenses
0.24%
0.49%
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 Years
10 Years
Class 1
$25
$77
$135
$306
Class 2
$50
$157
$274
$616
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 23% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The subadviser normally invests in all 500 stocks in the S&P 500® in proportion to their weighting in the index.
The subadviser attempts to have a correlation between the Fund's performance and that of the S&P 500® Index of at least 0.95 before expenses. A correlation of 1.00 would mean that the Fund and the index were perfectly correlated.
The S&P 500® is an unmanaged index of 500 common stocks chosen to reflect the industries of the U.S. economy and is often considered a proxy for the stock market in general. S&P® adjusts each company's stock weighting in the index by the number of available float shares (those shares available to public investors) divided by the company's total shares outstanding, which means larger companies with more available float shares have greater representation in the index than smaller ones.
In seeking to match the performance of the index, the subadviser uses a passive management approach and generally purchases all of the stocks comprising the benchmark index. However, in certain circumstances the subadviser may find it advantageous to purchase a representative sample of the stocks comprising the index. The subadviser also may use stock index futures as a substitute for the sale or purchase of securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in the securities of or in a statistically selected sampling of the securities of companies included in the S&P 500 Index or in derivative instruments linked to that Index.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
50



Fund Summaries AZL® S&P 500 Index Fund, Class 1 and Class 2


Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in the value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Index Fund Risk – The Fund does not attempt to manage market volatility or reduce the effects of poor stock performance. In addition, factors such as Fund expenses, selection of a representative portfolio, changes in the composition of the index, or the timing of purchases or redemptions of Fund shares may affect the correlation between the performance of the index and the Fund's performance.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Industry Sector Risk – Investing in a single industry or sector, or concentrating investments in a limited number of industries or sectors, tends to increase the risk that economic, political, or regulatory developments affecting certain industries or sectors will have a large impact on the value of the Fund's portfolio.
Leveraging Risk – The Fund may engage in certain kinds of transactions, including the use of derivatives, that may give rise to a form of leverage. The use of leverage may require the Fund to liquidate a portfolio position at a disadvantageous time or may exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities.
Liquidity Risk – An investment that is difficult to purchase or sell may have an adverse effect on the Fund's returns.
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.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years, and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
51



Fund Summaries AZL® S&P 500 Index Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q2, 2009)
15.75%
Lowest (Q4, 2008)
-22.35%

Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Year Ended December 31, 2016
Since Inception
(Class 1 – 5/14/2007
and Class 2 – 5/1/2007)
AZL® S&P 500 Index Fund (Class 1)
11.79%
14.39%
6.13%
AZL® S&P 500 Index Fund (Class 2)
11.45%
14.10%
5.99%
S&P 500® Index*
11.96%
14.66%
6.61%
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the S&P 500 Index is calculated from 5/1/2007.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
BlackRock Investment Management, LLC serves as the subadviser to the Fund.
The portfolio managers for the Fund are: Greg Savage, Managing Director, since May 2011, Alan Mason, Managing Director, since February 2014, Creighton Jue, Managing Director, since April 2015, and Rachel Aguirre, Director, since April 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
52



Fund SummariesAZL® Small Cap Stock index Fund, Class 1 and Class 2


AZL® SMALL CAP STOCK INDEX FUND, CLASS 1 AND CLASS 2

Investment Objective

The Fund seeks to match the performance of the Standard & Poor's (S&P) SmallCap 600 Index®.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class 1
Class 2
Management Fee
0.26%
0.26%
Distribution (12b-1) Fees
0.00%
0.25%
Other Expenses
0.07%
0.07%
Total Annual Fund Operating Expenses(1)
0.33%
0.58%
(1)
The Total Annual Fund Operating Expenses have been restated and differ from the ratios of net expenses to average net assets given in the Fund's annual report, which does not reflect current expenses of the Fund.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
1 Year
3 Years
5 Years
10 Years
Class 1
$34
$106
$185
$418
Class 2
$59
$186
$324
$726
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 86% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The subadviser normally invests in all of the stocks in the S&P SmallCap 600® Index in proportion to their weighting in the index.
Under normal market conditions, the Fund invests at least 80% of its assets, plus any borrowings for investment purposes, in investments of small-capitalization companies, which for this purpose are companies with market capitalizations (the total market value of a company's outstanding stock) at the time of purchase included in the S&P SmallCap 600 Index.
The subadviser attempts to have a correlation between the Fund's performance and that of the index of at least 0.95 before expenses. A correlation of 1.00 would mean that the Fund and the index were perfectly correlated.
The S&P SmallCap 600® Index is an unmanaged index composed of 600 domestic stocks with market capitalizations ranging between approximately $400 million and $1.8 billion, depending on index composition. S&P® adjusts each company's stock weighting in the index by the number of available float shares (those shares available to public investors) divided by the total shares outstanding of the company, which means larger companies with more available float shares have greater representation in the index than smaller ones.
In seeking to match the performance of the index, the subadviser uses a passive management approach and generally purchases all of the stocks comprising the benchmark index. However, in certain circumstances the subadviser may find it
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
53



Fund SummariesAZL® Small Cap Stock index Fund, Class 1 and Class 2


advantageous to purchase a representative sample of the stocks comprising the index. The subadviser also may use stock index futures as a substitute for the sale or purchase of securities.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Index Fund Risk – The Fund does not attempt to manage market volatility or reduce the effects of poor stock performance. In addition, factors such as Fund expenses, selection of a representative portfolio, changes in the composition of the index, or the timing of purchases or redemptions of Fund shares may affect the correlation between the performance of the index and the Fund's performance.
Capitalization Risk – Investing in small- to mid-sized 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.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Leveraging Risk – The Fund may engage in certain kinds of transactions, including the use of derivatives, that may give rise to a form of leverage. The use of leverage may require the Fund to liquidate a portfolio position at a disadvantageous time or may exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities.
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.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years, and since its inception compare with those of a broad-based measure of market performance.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
54



Fund SummariesAZL® Small Cap Stock index Fund, Class 1 and Class 2


Performance Bar Chart and Table (Class 2)
Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q2, 2009)
20.83%
Lowest (Q4, 2008)
-25.21%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Years Ended December 31, 2016
Since Inception
(Class 1 – 10/14/2016 and Class 2 - 5/1/2007)
AZL® Small Cap Stock Index Fund (Class 1)
N/A
N/A
13.80%+
AZL® Small Cap Stock Index Fund (Class 2)
25.71%
16.00%
8.22%
S&P SmallCap 600 Index*
26.56%
16.62%
8.70%
+
Cumulative return
*
Reflects no deduction for fees, expenses, or taxes. The since inception performance data for the S&P Small Cap 600 Index is calculated from 5/1/2007.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
BlackRock Investment Management, LLC serves as the subadviser to the Fund.
The portfolio managers for the Fund are: Greg Savage, Managing Director, since May 2011, Alan Mason, Managing Director, since February 2014, Creighton Jue, Managing Director, since April 2015, and Rachel Aguirre, Director, since April 2015.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
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Fund Summaries AZL® T. Rowe Price Capital Appreciation Fund


AZL® T. ROWE PRICE CAPITAL APPRECIATION FUND

Investment Objective

The Fund seeks long term capital appreciation with preservation of capital as an important intermediate-term objective.

Fees and Expenses

Fees and Expenses of the Fund
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The Fund is offered exclusively as an investment option for certain Contracts. The table below reflects only Fund expenses and does not reflect Contract fees and expenses. If Contract fees and expenses were included, the fees and expenses in the following table would be higher. Please refer to the Contract prospectus for a description of those fees and expenses.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.75%
Distribution (12b-1) Fees
0.25%
Other Expenses
0.05%
Acquired Fund Fees and Expenses(1)
0.03%
Total Annual Fund Operating Expenses
1.08%
Fee Waiver(2)
-0.05%
Total Annual Fund Operating Expenses After Fee Waiver(2)
1.03%
(1)
Because Acquired Fund Fees and Expenses are not included in the Fund's Financial Highlights, the Fund's total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the Financial Highlights table.
(2)
The Manager and the Fund have entered into a written agreement reducing the management fee to 0.70% through at least April 30, 2018, after which the fee waiver may be terminated by the Manager or the Fund at any time and for any reason.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that you reinvest all dividends and distributions. It does not reflect any Contract fees. It reflects the management fee waiver agreement for the first year. If Contract fees were included, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
5 Years
10 Years
$105
$339
$591
$1,313
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 89% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund
The Fund will normally invest at least 50% of its total assets in the common stocks of established U.S. companies that the subadviser believes have above-average potential for capital growth. The remaining assets are generally invested in convertible securities, corporate and government debt, mortgage- and asset-backed securities, bank loans (which represent an interest in amounts owed by a borrower to a syndicate of lenders), and foreign securities, in keeping with the Fund's objective. The Fund may invest up to 25% of its total assets in foreign securities.
The Fund's investments in common stocks generally fall into one of two categories: the larger category comprises long-term core holdings whose prices when the subadviser buys them are considered low in terms of company assets, earnings, or other factors; the smaller category comprises opportunistic investments whose prices the subadviser expects to rise in the short term but not necessarily over the long term. There are no limits on the market capitalization of the issuers of the stocks in which the Fund invests. Since the subadviser attempts to prevent losses as well as achieve gains, the subadviser typically uses a value approach in selecting investments. The subadviser's research team seeks to identify companies that seem undervalued by various measures, such as price/book value, and may be temporarily out of favor but the subadviser believes has good prospects for capital appreciation. The subadviser may establish relatively large positions in companies the subadviser finds particularly attractive.
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Fund Summaries AZL® T. Rowe Price Capital Appreciation Fund


The subadviser works as hard to reduce risk as to maximize gains and may seek to realize gains rather than lose them in market declines. In addition, the subadviser searches for attractive risk/reward values among all types of securities. The portion of the Fund invested in a particular type of security, such as common stocks, results largely from case-by-case investment decisions, and the size of the Fund's cash reserves may reflect the portfolio manager's ability to find companies that meet valuation criteria rather than his market outlook.
The Fund may purchase bonds, convertible securities, mortgage and asset backed securities, and bank loans for their income or other features or to gain additional exposure to a company. Maturity and quality are not necessarily major considerations and there are no limits on the maturities or credit ratings of the debt instruments in which the Fund invests. The Fund may invest up to 25% of its total assets in below investment-grade debt securities ("junk bonds") and bank loans. If a security is split-rated (i.e., rated investment-grade by at least one rating agency and noninvestment-grade by another rating agency), the higher rating will be used for purposes of this requirement. In addition, the Fund may invest up to 10% of its total assets in mortgage- and asset-backed securities. The Fund also writes (i.e., sells) call options, primarily in an effort to protect against downside risk or to generate additional income.
The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.
Principal Risks of Investing in the Fund
The price per share of the Fund will fluctuate with changes in value of the investments held by the Fund. You may lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee that the Fund will achieve its objective.
The following is a summary of the principal risks to which the Fund's portfolio as a whole is subject. As changes occur in a Fund's portfolio holdings, the extent to which the portfolio is subject to each of these risks may also change.
Market Risk – The market value of portfolio securities may go up or down, sometimes rapidly and unpredictably.
Issuer Risk – The value of a security may decline for a number of reasons directly related to the issuer of the security.
Selection Risk – Because this Fund is actively managed, there can be no guarantee that investment decisions made for the fund will produce the desired results.
Value Stocks Risk – Value investing emphasizes stocks of undervalued companies whose characteristics may lead to improved valuations. Value stocks may lose favor with investors, or their valuations may not improve as anticipated.
Capitalization Risk – Investing in small- to mid-sized 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.
Focused Investment Risk – Investing in a relatively small number of issuers, industries, or regions involves added risk. Changes in the value of a single security or a single economic, political, or regulatory event may have a large impact on the value of the Fund's portfolio.
Bank Loan Risk – To the extent the fund invests in bank loans, it is exposed to additional risks beyond those normally associated with more traditional debt securities. The fund's ability to receive payments in connection with the loan depends primarily on the financial condition of the borrower, and whether or not a loan is secured by collateral, although there is no assurance that the collateral securing the loan will be sufficient to satisfy the loan obligation. In addition, bank loans often have contractual restrictions on resale, which can delay the sale and adversely impact the sale price.
Convertible Securities Risk – The value of convertible securities may be affected by interest rates, default by the issuer on principal or interest payments, and the value of the underlying stock into which the securities may be converted.
Interest Rate Risk – Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates are at, or near, historic lows, which may increase the Fund's exposure to risks related to rising rates.
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.
Security Quality Risk (also known as High Yield Risk or Junk Bond Risk) – The Fund may invest in high yield, high risk debt securities, which may be subject to higher levels of credit and liquidity risk than higher quality debt securities. Security quality risk is sometimes known as "high-yield risk" or "junk bond risk."
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Fund Summaries AZL® T. Rowe Price Capital Appreciation Fund


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, reduced liquidity, and differences in social and economic developments or policies.
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.
Liquidity Risk – An investment that is difficult to purchase or sell may have an adverse effect on the Fund's returns.
Mortgage-Related and Other Asset-Backed Risk – Investing in mortgage-related or other asset-backed securities involves a variety of risks associated with the credit markets, such as rising or falling interest rates, increases in the rate of defaults or prepayments, and the quality of the pool of mortgages (subprime risk) or other assets that backs the security.
Options Risk – To the extent the fund uses options, it is exposed to additional volatility and potential losses. Writing call options exposes the fund to the risk that the underlying security may not move in the direction anticipated by the portfolio manager, requiring the fund to buy or sell the security at a price that is disadvantageous to the fund.
Performance Information
The following bar chart and table provide an indication of the risks of an investment in the Fund by showing changes in its performance from year to year and by showing how the Fund's average annual returns for one year, five years, and ten years compare with those of a broad-based measure of market performance, the S&P 500 Index. The Fund's performance also is compared to the Bloomberg Barclays U.S. Aggregate Bond Index, which shows how the Fund's performance compares with the returns of a broad index of investment-grade fixed-rate debt issues, and to a Balanced Composite Index, which shows how the Fund's performance compares with a composite index composed of the S&P 500® Index (60%) and Bloomberg Barclays U.S. Aggregate Bond Index (40%) in proportions similar to the equity to fixed income allocation of the Fund.
Both the bar chart and the table assume reinvestment of dividends and distributions.
The performance of the Fund will vary from year to year. The Fund's performance does not reflect the cost of insurance and separate account charges which are imposed under your variable annuity contract or variable life insurance policy. If they were included, performance would be reduced. Past performance does not indicate how the Fund will perform in the future.
Performance Bar Chart and Table
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Fund Summaries AZL® T. Rowe Price Capital Appreciation Fund


Highest and Lowest Quarter Returns (for periods shown in the bar chart)
Highest (Q2, 2009)
20.68%
Lowest (Q4, 2008)
-25.23%
Average Annual Total Returns
 
One Year Ended
December 31, 2016
Five Years Ended
December 31, 2016
Ten Years Ended
December 31, 2016
AZL® T. Rowe Price Capital Appreciation Fund
7.84%
13.07%
4.95%
S&P 500 Index*
11.96%
14.66%
6.95%
Bloomberg Barclays U.S. Aggregate Bond Index*
2.65%
2.23%
4.34%
Balanced Composite Index*
8.21%
9.68%
6.30%
*
Reflects no deduction for fees, expenses, or taxes.

Management

Allianz Investment Management LLC serves as the investment adviser to the Fund.
T. Rowe Price Associates, Inc. serves as the subadviser to the Fund.
The portfolio manager of the Fund, since November 2013, is: David R. Giroux, Portfolio Manager.
For important information about tax information and financial intermediary compensation, please turn to the sections "Tax Information" and "Financial Intermediary Compensation" at page 60 in this prospectus.
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Fund SummariesTax Information and Financial Intermediary Compensation



TAX INFORMATION

Shares of the Funds are sold exclusively to the separate accounts of certain insurance companies in connection with particular variable annuity and variable life insurance contracts (the "Contracts"). Provided that a Fund and a separate account investing in the Fund satisfy applicable tax requirements, any distributions from the Fund to the separate account will be exempt from current federal income taxation to the extent that such distributions accumulate in the Contract. You should refer to your Contract prospectus for further information regarding the tax treatment of the Contract and the separate accounts in which the Contract is invested.

FINANCIAL INTERMEDIARY COMPENSATION

Shares of the Funds are sold exclusively to certain insurance companies in connection with particular Contracts. The Trust and its related companies may pay such insurance companies (or their related companies) for the sale of shares of the Funds and related services. Such insurance companies (or their related companies) may pay broker-dealers or other financial intermediaries (such as banks) that sell the Contracts for the sale of shares of the Funds and related services. When received by an insurance company, such payments may be a factor that the insurance companies consider in including a Fund as an investment option in the Contracts. The prospectus or other disclosures relating to a Contract may contain additional information about these payments. When received by a broker-dealer or other intermediary, such payments may create a conflict of interest by influencing the broker-dealer or other intermediary and salespersons to recommend the Fund over other mutual funds available as investment options in the Contracts. Ask the salesperson or visit the financial intermediary's website for more information.
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MORE ABOUT THE FUNDS


OVERVIEW

The Allianz Variable Insurance Products Trust (the "VIP Trust") consists of 23 separate investment portfolios (together, the "Funds," "VIP Funds" or "Allianz VIP Funds," and each individually, a "Fund," "VIP Fund," or "Allianz VIP Fund"). Each Fund is a diversified open-end fund and a series of the VIP Trust. Within the scope of an investment program approved by the Board of Trustees to the VIP Funds (the "Board," the "Trustees" or the "Board of Trustees"), the Funds are managed by Allianz Investment Management LLC (the "Manager"), which in turn has retained certain asset management firms (the "subadvisers") to make investment decisions on behalf of the Funds. The Manager selected each subadviser based on the subadviser's experience with the investment strategy for which it was selected. The VIP Trust provides investment vehicles for variable annuity contracts and variable life insurance policies (the "Contracts") offered by the separate accounts of various life insurance companies affiliated with the Manager. The separate accounts buy, and own, shares of the Funds on behalf of Contract owners who direct purchase payments to subaccounts of the separate accounts that invest in the Funds. Therefore, you cannot directly purchase, nor will you directly own, shares of the Funds.
This prospectus is designed to help you make informed decisions about certain investment options available under your Contract. You will find details about how your Contract works in the related Contract prospectus.
This prospectus summarizes key information about the Funds, including information regarding the investment objectives, strategies and risks and performance and fees for all the Funds. "You" and "your" refer to both direct shareholders (including the insurance company separate accounts that invest assets on behalf of their contract holders) and contract holders who invest in the Funds indirectly through the Contracts.
Unless otherwise indicated, any percentage limitation on a Fund's holdings set forth in the summaries above is applied only when that particular type of security is purchased. In the case of illiquid securities, if the limitation is exceeded, the Funds will take appropriate steps to bring the aggregate amount of illiquid securities below the limit as soon as practicable.
Investors should carefully consider their investment goals and willingness to tolerate investment risk before allocating their investment to a Fund.
Certain of the Funds may have names, investment objectives, strategies, portfolio manager(s), and characteristics that are substantially similar to other mutual funds managed by the subadvisers. However, the asset size, portfolio composition, fees, and expenses of a Fund may be different from those of any similar fund, and performance may be better or worse. No representation is made that the Funds will perform in an equivalent manner to the similar funds. Funds may be added or removed from the VIP Trust from time to time.
The following Funds have (or previously had) names that suggest a focus on a particular type of investment:
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL Government Money Market Fund
AZL International Index Fund
AZL MetWest Total Return Bond Fund
AZL Mid Cap Index Fund
AZL Morgan Stanley Global Real Estate 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 Small Cap Stock Index Fund
In accordance with Rule 35d-1 under the Investment Company Act of 1940 (the "1940 Act"), each of these funds has adopted a policy that it will, under normal circumstances, invest at least 80% of its assets (exclusive of collateral received
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in connection with securities lending, if applicable) in investments of the type suggested by its name. For this policy, "assets" means net assets plus the amount of any borrowings for investment purposes. In addition, in appropriate circumstances, synthetic investments, or derivatives, such as futures and options, may be included in the 80% basket. Only the market value of derivatives instruments will be used for purposes of meeting the 80% policy. A Fund's policy to invest at least 80% of its assets in such a manner is not a "fundamental" policy, which means that it may be changed without the vote of a majority of a Fund's outstanding shares as defined in the 1940 Act. The name of each of these Funds may be changed at any time by a vote of the Trustees. However, Rule 35d-1 also requires that shareholders be given written notice at least 60 days prior to any change by a Fund of its 80% investment policy.
The investment objective of each Fund, except the AZL Government Money Market Fund, may be changed by the Trustees without shareholder approval.
Fund Operating Expense Limitation Agreement
The Manager and each of the following Funds have entered into a written agreement, through April 30, 2018, limiting the operating expenses of the Fund, excluding certain expenses (such as interest expense, acquired fund fees, cash overdraft fees, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Fund's business), to the amount set forth below. After April 30, 2018, the Manager may terminate the agreement for any reason on 30 days written notice to the Fund. Each Fund is authorized to reimburse the Manager for management fees previously waived and/or for the cost of expenses previously paid by the Manager pursuant to this agreement, provided that such reimbursement will not cause the Fund to exceed the lesser of any applicable limits in effect (i) at the time of the original waiver and (ii) at the time of such reimbursement, as supported by standard accounting practices. The Fund's ability to reimburse the Manager in this manner only applies to fees paid or reimbursements made by the Manager within the three fiscal years prior to the date of such reimbursement. To the extent that a Fund makes such reimbursements to the Manager, the amount of the reimbursements will be reflected in the financial statements in the Fund's shareholder reports and in Other Expenses under Fees and Expenses of the Fund.
Name of Fund
Operating Expense Limitation (through April 30, 2018)
 
Class 1
Class 2
AZL BlackRock Global Allocation Fund
N/A
1.19%
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. Core Equity Fund
N/A
1.20%
AZL DFA U.S. Small Cap Fund
N/A
1.35%
AZL Gateway Fund
N/A
1.25%
AZL Government Money Market Fund
N/A
0.87%
AZL International Index Fund
0.52%
0.77%
AZL MetWest Total Return Bond Fund
N/A
0.91%
AZL Mid Cap Index Fund
0.46%
0.71%
AZL Morgan Stanley Global Real Estate Fund
1.10%
1.35%
AZL Pyramis® Total Bond Fund
0.70%
0.95%
AZL Russell 1000 Growth Index Fund
0.59%
0.84%
AZL Russell 1000 Value Index Fund
0.59%
0.84%
AZL S&P 500 Index Fund
0.46%
0.71%
AZL Small Cap Stock Index Fund
0.46%
0.71%
AZL T. Rowe Price Capital Appreciation Fund
N/A
1.20%

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The Manager and the Funds listed below have entered into a written agreement whereby the Manager has voluntarily reduced the management fee to the rates shown below.  These reductions may be terminated at any time after April 30, 2018.
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. Core Equity Fund
0.54% on all assets
AZL DFA U.S. Small Cap Fund
0.70% on all assets
AZL MetWest Total Return Bond Fund
0.55% on all assets
AZL Morgan Stanley Global Real Estate Fund
0.85% on all assets
AZL Russell 1000 Growth Index Fund
0.39% on all assets
AZL Russell 1000 Value Index Fund
0.39% on all assets
AZL T. Rowe Price Capital Appreciation Fund
0.70% on all assets

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INVESTMENT STRATEGIES

Temporary Defensive Positions
For temporary defensive purposes or when cash is temporarily available, each of the Funds may invest in investment grade, short-term debt instruments, including government, corporate, and money market securities. If a Fund invests substantially in such instruments, it may not be pursuing its principal investment strategies and may not achieve its investment objective.
Frequent Trading
Each of the following Funds may engage in frequent trading in order to achieve its investment objectives. Frequent trading may result in higher transaction costs, which adversely affects a Fund's performance.
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
AZL BlackRock Global Allocation Fund
In addition to investing in foreign securities, the Fund actively manages its exposure to foreign currencies through the use of forward currency contracts and other currency derivatives. From time to time, the Fund may own foreign cash equivalents or foreign bank deposits as part of the Fund's investment strategy. The Fund will also invest in non-U.S. currencies, however, the Fund may underweight or overweight a currency based on the subadviser's outlook.
The Fund may use derivatives, including options, futures, indexed securities, inverse securities, swaps and forward contracts both to seek to increase the return of the Fund and to hedge (or protect) the value of its assets against adverse movements in currency exchange rates, interest rates and movements in the securities markets. Derivatives are financial instruments whose value is derived from another security, a commodity (such as oil or gas), a currency or an index, including, but not limited to such as the S&P 500 Index and The VIX. The use of options, futures, indexed securities, inverse securities, swaps and forward contracts can be effective in protecting or enhancing the value of the Fund's assets.
For temporary defensive purposes the Fund may deviate very substantially from the allocations described in this prospectus.
Subsidiary
The Fund may seek exposure to the investment returns of real assets that trade in the commodity markets through investment in commodity-linked derivative instruments and investment vehicles such as exchanged traded funds that exclusively invest in commodities, which are designed to provide this exposure without direct investment in physical commodities. The Fund may also gain exposure to commodity markets by investing in the AZL Cayman Global Allocation Fund I, Ltd. (the "Subsidiary"). The Subsidiary invests primarily in commodity-related instruments. BlackRock Investment Management, LLC ("BlackRock") is the manager of the Subsidiary. The Subsidiary (unlike the Fund) may invest without limitation in commodity-related instruments. However, the Subsidiary is otherwise subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund. The Fund will limit its investments in the Subsidiary to 25% of its total assets. The Subsidiary may also hold cash and invest in other instruments, including fixed income securities, either as investments or to serve as margin or collateral for the Subsidiary's derivative positions.
The Subsidiary is managed pursuant to compliance policies and procedures that are the same, in material respect, as the policies and procedures adopted by the Fund. As a result, BlackRock, in managing the subsidiary's portfolio, is subject to the same investment policies and restrictions that apply to its management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary's portfolio investments and shares of the Subsidiary. These policies and restrictions are described in detail in the SAI. The Fund's Chief Compliance Officer oversees implementation of the Subsidiary's policies and procedures, and makes periodic reports to the Board of Trustees regarding the Subsidiary's compliance with the policies and procedures. The Fund and Subsidiary test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the Subsidiary complies with asset segregation requirements to the same extent as the Fund.
BlackRock provides investment management and other services to the Subsidiary, but does not receive separate compensation from the Subsidiary for providing it with investment management or administrative services. However, the Fund pays the Manager (and the Manager pays the subadviser) based on the Fund's assets, including the assets invested in
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the Subsidiary. The Subsidiary will also enter into separate contracts for the provision of custody, transfer agency, and audit services with the same or with affiliates of the same service providers that provide those services to the Fund.
The financial statements of the Subsidiary will be consolidated with the Fund's financial statements in the Fund's Annual and Semi-Annual Reports. The Fund's Annual and Semi-Annual Reports are distributed to shareholders, and copies of the reports are provided without charge upon request as indicated on the back cover of this prospectus.
AZL DFA Funds
Exchange Traded Funds
The equity funds (AZL DFA Emerging Markets Core Equity Fund, AZL DFA International Core Equity Fund, AZL DFA U.S. Core Equity Fund, and AZL DFA U.S. Small Cap Fund) each may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the equity markets while maintaining liquidity.
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
Approved Markets
The subadviser will determine in its discretion which countries to designate as approved markets for investment by the AZL DFA Emerging Markets Core Equity Fund and AZL DFA International Core Equity Fund, and whether to invest in such approved markets. A Fund may continue to hold investments in countries that are not currently designated as approved markets, but had been authorized for investment in the past, and may reinvest distributions received in connection with such existing investments in such previously approved markets.
A security is associated with an approved market if, for among other reasons, it: (i) is organized under the laws of, or maintains its principal place of business in, an approved market; (ii) is a security for which the principal trading market is in an approved market; (iii) is issued or guaranteed by the government of an approved market, its agencies or instrumentalities, or the central bank of such country or territory; (iv) is denominated in an approved market currency issued by companies to finance operations in approved markets; (v) derives at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed in approved markets or have at least 50% of its assets in approved markets; (vi) is an equity security in approved markets in the form of depositary shares; (vii) is a security of a pooled investment vehicle that invests primarily in securities of approved markets or is a derivative instrument that derives its value from securities of approved markets; (viii) for the AZL DFA International Core Equity Fund, is included in the MSCI World ex USA Index; or (ix) for the AZL DFA Emerging Markets Core Equity Fund, is included in the MSCI Emerging Markets Index. Securities of approved markets may include securities of companies that have characteristics and business relationships common to companies in other countries or regions. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries or regions as well as in the approved markets.
AZL Gateway Fund
Writing index call options reduces the Fund's volatility, provides a steady cash flow and is an important source of the Fund's return, although it also reduces the Fund's ability to profit from increases in the value of its equity portfolio. The value of an index put option generally increases as the prices of stocks constituting the index decrease and decreases as those stocks increase in price.
Because the Fund writes index call options and purchases index put options in addition to investing in equity securities, the Fund's volatility is expected to be closer to intermediate- to long-term fixed income investments (intermediate-term are those with approximately five-year maturities and long-term are those with maturities of ten or more years) and hybrid investments (blends of equity and short-term fixed income securities) than to equity investments.
The Fund seeks to provide an efficient trade-off between risk and reward where risk is characterized by volatility or fluctuations in value over time.
Purchasing Stocks
The Fund invests in a diversified stock portfolio, generally consisting of approximately 200 to 400 stocks, designed to support the Fund's index option-based risk management strategy as efficiently as possible while seeking to enhance the Fund's total return. The subadviser uses a multi-factor quantitative model to construct the stock portfolio. The model evaluates approximately 9,000 equity securities to construct a portfolio of U.S.-exchange-traded equities that meets criteria and constraints established by the subadviser. Generally, the subadviser tries to minimize the difference between
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the performance of the stock portfolio and that of the index or indexes underlying the Fund's option strategies while also considering other factors, such as predicted dividend yield. The subadviser monitors this difference and the other factors, and rebalances and adjusts the stock portfolio from time to time, by purchasing and selling stocks. The subadviser expects the portfolio to generally represent the broad U.S. equity market.
Writing Index Call Options
The Fund continuously writes index call options, typically on broad-based securities market indices, on the full value of its broadly diversified stock portfolio. As the seller of the index call option, the Fund receives cash (the "premium") from the purchaser. The purchaser of an index call option has the right to any appreciation in the value of the index over a fixed price (the "exercise price") on a certain date in the future (the "expiration date"). If the purchaser does not exercise the option, the Fund retains the premium. If the purchaser exercises the option, the Fund pays the purchaser the difference between the value of the index and the exercise price of the option. The premium, the exercise price and the value of the index determine the gain or loss realized by the Fund as the seller of the index call option. The Fund can also repurchase the call option prior to the expiration date, ending its obligation. In this case, the difference between the cost of repurchasing the option and the premium received will determine the gain or loss realized by the Fund.
Purchasing Index Put Options
The Fund may buy index put options in an attempt to protect the Fund from a significant market decline that may occur over a short period of time. The value of an index put option generally increases as stock prices (and the value of the index) decrease and decreases as those stocks (and the index) increase in price. The Fund may not spend at any time more than 5% of its assets to purchase index put options.
Other Investments
The Fund may invest in foreign securities traded in U.S. markets (through ADRs or stocks traded in U.S. dollars). The Fund may also invest in other investment companies, including money market funds, to the extent permitted by the 1940 Act. The Fund may enter into repurchase agreements and/or hold cash and cash equivalents.
AZL T. Rowe Price Capital Appreciation Fund
The Fund's attempt to cushion the effects of market declines on the share price could reduce the fund's overall risk (volatility) relative to that of the broad stock market. In addition, the Fund's ability to seek appreciation opportunities outside the stock market may also aid performance when stocks are declining. The Fund's significant investment in common stocks could allow it to participate in favorable stock market trends.
The Fund's subadviser generally uses a value approach, which means looking for companies whose stocks and other securities appear to be undervalued or out of favor with investors. Possible indicators of an undervalued stock include:
above-average dividend yield relative to the S&P 500;
low price/earnings ratio relative to the S&P 500;
low price/book ratio relative to the market, competitors, or historic norms; and
low stock price relative to a company's underlying value as measured by assets, cash flow, or business franchises.
The Fund's value emphasis may lead to a contrarian approach, resulting in purchases of stocks or other securities shunned by investors due to earnings setbacks, unfavorable industry or economic conditions, or negative publicity. Such investments may be attractive to the Fund if their prices appear to be excessively discounted and prospects for appreciation are considered favorable. Numerous situations exist in which a company's intrinsic value may not be reflected in its stock price. For example, a company may own a substantial amount of real estate that is valued on its financial statements well below market levels. If those properties were to be sold, or if their hidden value became recognized in some other manner, the company's stock price could rise. In another example, a company's management could spin off an unprofitable division into a separate company, potentially increasing the value of the parent. Or, in the reverse, a parent company could spin off a profitable division that has not drawn the attention it deserves, potentially resulting in higher valuations for both entities.
Sometimes new management can revitalize companies that have grown too large or lost their focus, eventually leading to improved profitability. Management could increase shareholder value by using excess cash flow to pay down debt, buy back outstanding shares of common stock, or raise the dividend.
While most assets will be invested in common stocks, bonds, convertible securities, bank loans, and options, other strategies may be employed that are not considered part of the Fund's principal investment strategies. The Fund may
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invest in bonds and debt securities of any type, including municipal securities, and mortgage and asset backed securities without restrictions on quality or rating. Investments in a company also may be made through a privately negotiated note or loan, including loan assignments and participations. The Fund may invest, to a limited extent, in derivatives such as futures contracts and forward currency exchange contracts. Any investments in futures would typically serve as an efficient means of gaining exposure to certain markets or as a cash management tool to maintain liquidity while being invested in the market. Forward currency exchange contracts would primarily be used to help protect the Fund's holdings from unfavorable changes in foreign currency exchange rates. To the extent the Fund uses futures and forward currency exchange contracts, it is exposed to potential volatility and losses greater than direct investments in the contract's underlying assets, and the risk that anticipated currency movements will not be accurately predicted.
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PRINCIPAL INVESTMENT RISKS

The following provides additional information regarding the principal risks of investing in the Funds:
Asset-Backed Securities Risk
 
AZL Pyramis® Total Bond Fund
Asset-backed securities represent interests in "pools" of assets, including consumer loans or receivables held in trust. Asset-backed, like traditional fixed-income securities, are subject to credit, interest rate, prepayment and extension risks. The Fund's investments in asset-backed securities are subject to additional risks associated with the nature of the assets and the servicing of those assets. These securities also are subject to the risk of default on the underlying assets, particularly during periods of economic downturn. Asset-backed securities entail certain risks not presented by mortgage-backed securities, including the risk that, in certain states, it may be difficult to perfect the liens securing the collateral backing certain asset-backed securities. In addition, certain asset-backed securities are based on loans that are unsecurued, which means that there is no collateral to seize if the underlying borrower defaults.
Bank Loan Risk
 
AZL T. Rowe Price Capital Appreciation Fund
The loans in which the Fund invests represent amounts borrowed by companies or other entities from banks and other lenders. In many cases, they are issued in connection with recapitalizations, acquisitions, leveraged buyouts, and refinancings, and the borrowing companies tend to have more debt than equity. Most, if not all, of the bank loans in which the fund invests will have a below investment-grade credit rating or not be rated by a major credit rating agency. The Fund may acquire bank loans directly through the lending agent, as an assignment from another lender who holds a direct interest in the loan, or as a participation interest in another lender's portion of the loan.
Call Risk
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
If interest rates fall, it is possible that issuers of callable securities held by the Fund will call or prepay their securities before their maturity dates. In this event, the proceeds from the called securities would most likely be reinvested by the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund's income and distributions to shareholders and termination of any conversion option on convertible securities.
Capitalization Risk
 
AZL BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL Mid Cap Index Fund
AZL Morgan Stanley Global Real Estate Fund
AZL Small Cap Stock Index Fund
AZL T. Rowe Price Capital Appreciation 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.
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Commodities-Related Investment Risk
 
AZL BlackRock Global Allocation Fund
Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or sectors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs and international economic, political and regulatory developments. The U.S. Commodities Futures Trading Commission has proposed changes to certain of its rules governing investment in commodities by mutual funds, such as the Fund. In the event these changes are adopted, or if there are changes in the tax treatment of the Fund's direct and indirect investments in commodities, the Fund may be unable to obtain exposure to commodity markets, or may be limited in the extent to which or manner in which it can obtain such exposure.
Convertible Securities Risk
 
AZL BlackRock Global Allocation Fund
AZL T. Rowe Price Capital Appreciation Fund
The values of the convertible securities in which the Fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if market interest rates rise, and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and at a price that is unfavorable to the Fund.
Corporate Loans Risk
 
AZL BlackRock Global Allocation Fund
Commerical banks and other financial institutions or institutional investors make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market interest rates such as the London Interbank Offered Rate ("LIBOR") or the prime rates of U.S. banks. As a result, the value of corporate loan investments is generally less exposed to the adverse effects of shifts in market interest rates than investments that pay a fixed rate of interest. The market for corporate loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Correlation Risk
 
AZL Gateway Fund
The effectiveness of the Fund's index option-based risk management strategy may be reduced if the Fund's equity portfolio does not correlate to the index underlying its option positions.
Credit Risk
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
AZL T. Rowe Price Capital Appreciation 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.
AZL Government Money Market Fund
Although credit risk is low because the Fund invests only in high quality obligations, if an issuer fails to pay interest or repay principal, the value of the Fund's assets could decline.
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Currency Risk
 
AZL BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL International Index Fund
AZL Morgan Stanley Global Real Estate Fund
AZL Pyramis® Total Bond 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 BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL Gateway Fund
AZL International Index 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 BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL International Index Fund
AZL MetWest Total Return Bond Fund
AZL Mid Cap Index 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 Small Cap Stock Index Fund
AZL T. Rowe Price Capital Appreciation 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.
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Distressed Securities Risk
AZL BlackRock Global Allocation Fund
Distressed securities are speculative and involve substantial risks in addition to the risks of investing in junk bonds. The Fund will generally not receive interest payments on the distressed securities and may incur costs to protect its investment. In addition, distressed securities involve the substantial risk that principal will not be repaid. These securities may present a substantial risk of default or may be in default at the time of investment. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal of or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a portfolio company, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Distressed securities and any securities received in an exchange for such securities may be subject to restrictions on resale.
Emerging Markets Risk
 
AZL BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL MetWest Total Return Bond Fund
AZL Morgan Stanley Global Real Estate Fund
AZL Pyramis® Total Bond 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.
ETF and Investment Company Risk
 
AZL BlackRock Global Allocation Fund
The Fund may invest in ETFs or shares of open-end or closed-end investment companies, including single country funds. Investing in another investment company exposes the Fund to all the risks of that investment company and, in general, subjects it to a pro rata portion of the other investment company's fees and expenses.
Extension Risk
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
When interest rates rise, certain bond obligations will be paid in full by the issuer more slowly than anticipated, cause the value of the securities to fall.
Focused Investment Risk
 
AZL T. Rowe Price Capital Appreciation Fund
Focusing investments in a small number of issuers, industries, or regions increases risk. Funds that invest in a relatively small number of issuers may have more risk because changes in the value of a single security or the impact of a single economic, political, or regulatory occurrence may have a greater impact on the Fund's net asset value. Some of those issuers also may present substantial credit or other risks. The Fund may from time to time have greater risk if it invests a substantial portion of its assets in companies in related industries, such as technology or financial and business services, that may share common characteristics and are often subject to similar business risks and regulatory burdens. The securities of companies in similar industries may react similarly to economic, market, political, or other developments.
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Foreign Risk
 
AZL BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL Gateway Fund
AZL International Index Fund
AZL MetWest Total Return Bond Fund
AZL Morgan Stanley Global Real Estate Fund
AZL Pyramis® Total Bond Fund
AZL T. Rowe Price Capital Appreciation 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.
Growth Stocks Risk
 
AZL Russell 1000 Growth Index Fund
The returns on growth stocks may or may not move in tandem with the returns on other categories of stocks, or the stock market as a whole. Growth stocks may be particularly susceptible to rapid price swings during periods of economic uncertainty or in the event of earnings disappointments. Further, growth stocks typically have little or no dividend income to cushion the effect of adverse market conditions. To the extent a growth style of investing emphasizes certain sectors of the market, such investments will be more sensitive to market, political, regulatory and economic factors affecting those sectors.
Income Risk
 
AZL Government Money Market Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond 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.
Index Fund Risk
 
AZL International Index Fund
AZL Mid Cap Index Fund
AZL Russell 1000 Growth Index Fund
AZL Russell 1000 Value Index Fund
AZL S&P 500 Index Fund
AZL Small Cap Stock Index Fund
The Fund uses an indexing strategy. It does not attempt to manage market volatility, use defensive strategies, or reduce the effects of any long-term periods of poor stock performance. The correlation between the performance of the Fund and the performance of the index may be affected by the Fund's expenses, changes in securities markets, selection of certain securities for the portfolio to represent the index, changes in the composition of the index, and the timing of purchases and redemptions of Fund shares.
Indexed and Inverse Securities Risk
 
AZL BlackRock Global Allocation Fund
Certain indexed and inverse securities have greater sensitivity to changes in interest rates or index levels than other securities, and the Fund's investment in such instruments may decline significantly in value if interest rates or index levels move in a way Fund management does not anticipate.
Industry Sector Risk
 
AZL S&P 500 Index Fund
At times, the Fund may increase the relative emphasis of its investments in a particular industry. Stocks of issuers in a particular industry are subject to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry more than others. To the extent that the Fund has greater emphasis on investments in a particular industry, its share values may fluctuate in response to events affecting that industry.
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Initial Public Offerings Risk
 
AZL BlackRock Global Allocation Fund
The Fund may invest in initial public offerings (IPOs). By definition, securities issued in IPOs have not traded publicly until the time of their offerings. There may be only a limited number of shares available for trading, the market for those securities may be unseasoned, and the issuer may have a limited operating history. These factors may contribute to price volatility. The limited number of shares available for trading in some IPOs may also make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, some companies initially offering their shares publicly are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in new industries may be regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of them. Many IPOs are by small- or micro-cap companies that are undercapitalized.
Interest Rate Risk
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
AZL T. Rowe Price Capital Appreciation 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.
AZL Government Money Market Fund
This is the risk that changes in nominal interest rates, which consist of a real interest rate and the expected rate of inflation, will affect the value of the Fund's investments in income-producing or debt securities. Although the value of money market investments is less sensitive to interest rate risk than longer-term securities, increases in nominal interest rates may cause the value of the Fund's investments to decline. 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.
Leveraging Risk
 
AZL BlackRock Global Allocation Fund
AZL International Index Fund
AZL Pyramis® Total Bond Fund
AZL S&P 500 Index Fund
AZL Small Cap Stock Index Fund
Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery, or forward commitment transaction. The use of derivatives may also create leveraging risk. To mitigate leveraging risk, the Fund will segregate or "earmark" liquid assets or otherwise cover transactions that may give rise to such risk. The use of leverage may cause a Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. In addition, leverage, including borrowing, may exaggerate the effect of any increase or decrease in the value of a Fund's portfolio securities.
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Liquidity Risk
 
AZL BlackRock Global Allocation Fund
AZL International Index Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
AZL S&P 500 Index Fund
AZL T. Rowe Price Capital Appreciation 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.
AZL Government Money Market Fund
The Fund may purchase variable and floating rate instruments. The absence of an active market for these securities could make it difficult for the Fund to dispose of them if the issuer defaults.
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.
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Mortgage-Related and Other Asset-Backed Risk
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
AZL T. Rowe Price Capital Appreciation Fund
The Fund may invest in a variety of mortgage-related and other asset-backed securities, which are subject to certain additional risks. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Fund that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-related securities are subject to call risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of a Fund because the Fund will have to reinvest that money at the lower prevailing interest rates. If a Fund purchases mortgage-backed or asset-backed securities that are subordinated to other interests in the same mortgage pool, the Fund may receive payments only after the pool's obligations to other investors have been satisfied. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool's ability to make payments of principal or interest to the Fund as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless. An unexpectedly high or low rate of prepayments on a pool's underlying mortgages may have a similar effect on subordinated securities. A mortgage pool may issue securities subject to various levels of subordination. The risk of non-payment affects securities at each level, although the risk is greater in the case of more highly subordinated securities. A Fund's investments in other asset-backed securities are subject to risks similar to those associated with mortgage-related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.
Options Risk
 
AZL Gateway Fund
AZL T. Rowe Price Capital Appreciation Fund
The value of the Fund's positions in index options fluctuates in response to changes in the value of the underlying index. Writing index call options reduces the risk of owning stocks, but it limits the opportunity to profit from an increase in the market value of stocks in exchange for up-front cash at the time of selling the call option. The Fund also risks losing all or part of the cash paid for purchasing index put options. Unusual market conditions or the lack of a ready market for any particular option at a specific time may reduce the effectiveness of the Fund's option strategies, and for these and other reasons the Fund's option strategies may not reduce the Fund's volatility to the extent desired. From time to time, the Fund may reduce its holdings of put options, resulting in an increased exposure to a market decline.
Portfolio Turnover
 
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond 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.
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Precious Metal Related Securities Risk
 
AZL BlackRock Global Allocation Fund
Prices of precious metals and of precious metal related securities historically have been very volatile. The high volatility of precious metal prices may adversely affect the financial condition of companies involved with precious metals. The production and sale of precious metals by governments or central banks or other larger holders can be affected by various economic, financial, social and political factors, which may be unpredictable and may have a significant impact on the prices of precious metals. Other factors that may affect the prices of precious metals and securities related to them include changes in inflation, the outlook for inflation and changes in industrial and commercial demand for precious metals.
Some precious metals mining operation companies may hedge, to varying degrees, their exposure to falls in precious metals prices by selling forward future production. This may limit the company's ability to benefit from future increases in the price of precious metals, thereby lowering returns to the Fund. Hedging techniques also have their own risk, including the possibility that a mining company or other party will be unable to meet its contractual obligations and potential margin requirements.
Other factors that may affect the prices of precious metals and securities related to them include changes in inflation, the outlook for inflation and changes in industrial and commercial demand for precious metals. Additionally, increased environmental or labor costs may depress the value of mining and metal investments.
Private Placed Securities Risk
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
The Fund may invest in privately placed securities, which are subject to resale restrictions. These securities will have the effect of increasing the level of the Fund illiquidity to the extent the Fund may be unable to sell or transfer these securities due to restrictions on transfers or in the ability to find buyers interested in purchasing the securities. The illiquidity of the market, as well as the lack of publicly available information regarding these securities, may also adversely affect the ability to arrive at a fair value for certain securities at certain times and could make it difficult for the Fund to sell certain securities.
Real Estate Investments Risk
 
AZL BlackRock Global Allocation Fund
AZL Gateway Fund
AZL Pyramis® Total Bond Fund
The performance of real estate investments (REITs) depends on the strength of real estate markets, REIT management and property management which can be affected by many factors, including national and regional economic conditions.
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Real Estate Investments Risk
 
AZL Morgan Stanley Global Real Estate Fund
Because of the Fund's policy of concentrating its investments in securities of companies operating in the real estate industry, the Fund is more susceptible to the risks of investing in real estate directly. Real estate is a cyclical business, highly sensitive to general and local economic developments and characterized by intense competition and periodic overbuilding. Real estate income and values may also be greatly affected by demographic trends, such as population shifts or changing tastes and values. Government actions, such as tax increases, zoning law changes or environmental regulations, may also have a major impact on real estate. Changing interest rates and credit quality requirements will also affect the cash flow of real estate companies and their ability to meet capital needs. Investing in companies operating in the real estate industry also exposes investors to the way in which these real estate companies are organized and operated. In addition to investing directly in real estate, these companies may engage directly in real estate management or development activities. Operating these companies requires specialized management skills and the Fund indirectly bears the management expenses of these companies along with the direct expenses of the Fund. Individual real estate companies may own a limited number of properties and may concentrate in a particular region or property type.
Repurchase Agreements and Purchase and Sale Contracts Risks
 
AZL BlackRock Global Allocation Fund
AZL Government Money Market Fund
AZL MetWest Total Return Bond Fund
If the other party to a repurchase agreement or purchase and sale contract defaults on it obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in ether situation and the market value of the security declines, the Fund may lose money.
Security Quality Risk (also known as "High Yield Risk")
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
AZL Pyramis® Total Bond Fund
AZL T. Rowe Price Capital Appreciation Fund
The Fund may invest in high yield, high risk debt securities and unrated securities of similar credit quality (commonly known as "junk bonds") may be subject to greater levels of credit and liquidity risk than funds that do not invest in such securities. These securities are considered predominately speculative with respect to the issuer's continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Fund's ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose the value of its entire investment.
Selection Risk
 
AZL BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL Gateway Fund
AZL Government Money Market Fund
AZL MetWest Total Return Bond Fund
AZL Morgan Stanley Global Real Estate Fund
AZL Pyramis® Total Bond Fund
AZL T. Rowe Price Capital Appreciation Fund
The Fund is an actively managed investment portfolio. The portfolio manager(s) make investment decisions for the Fund's assets. The investment approach of some Funds emphasizes buying and holding securities, even through adverse markets, while the investment approach of other Funds emphasizes frequent trading in order to take advantage of short-term market movements. However, there can be no guarantee they will produce the desired results and poor security selection may cause the Fund to underperform its benchmark index or other funds with similar investment objectives.
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Short Sales Risk
 
AZL BlackRock Global Allocation Fund
AZL MetWest Total Return Bond Fund
The Fund may engage in short sales, which are transactions in which the Fund sells securities borrowed from others with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender. The Fund may make short sales of securities, either as a hedge against potential declines in value of a portfolio security or to realize appreciation when a security that the Fund does not own declines in value. The Fund will not make a short sale if, after giving effect to such sale, the market value of all securities sold short exceeds 20% of the value of its total assets. However, the fund may make short sales "against the box" without being subject to this limitation. In this type of short sale, at the time of the sale, the Fund owns or has the immediate and unconditional right to acquire the identical securities at no additional cost.
Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short. The Fund will realize a gain if the security declines in price between those dates. As a result, if the Fund makes short sales in securities that increase in value, it will likely underperform similar funds that do not make short sales in securities they do not own. There can be no assurance that the Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although the Fund's gain is limited to the amount at which it sold a security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold. The Fund may also pay transaction costs and borrowing fees in connection with short sales.
Sovereign Debt Risk
 
AZL BlackRock Global Allocation Fund
AZL Pyramis® Total Bond 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.
Standby Commitment Agreements Risk
 
AZL BlackRock Global Allocation Fund
Standby commitment agreements involve the risk that the security the Fund buys will lose value prior to its delivery to the Fund and will no longer be worth what the Fund has agreed to pay for it. These agreements also involve the risk that if the security goes up in value, the counterparty will decide not to issue the security. In this case, the Fund loses both the investment opportunity for the assets it set aside to pay for the security and any gain in the security's price.
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Structured Notes Risk
 
AZL BlackRock Global Allocation Fund
Structured notes and other related instruments purchased by the Fund are generally privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a specific asset, benchmark asset, market or interest rate ("reference measure"). The purchase of structured notes exposes the Fund to the credit risk of the issuer of the structured product. Structured notes may be leveraged, increasing the volatility of each structured note's value relative to the change in the reference measure. Structured notes may also be less liquid and more difficult to price accurately than less complex securities and instruments or more traditional debt securities.
Structured notes may be positively or negatively indexed, so the appreciation of the reference measure may produce an increase or a decrease in the interest rate or the value of the principal at maturity. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of reference measures. Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss.
The purchase of structured notes exposes the Fund to the credit risk of the issuer of the structured product. Structured notes may also be more volatile, less liquid, and more difficult to price accurately than less complex securities and instruments or more traditional debt securities.
Subsidiary Risk
 
AZL BlackRock Global Allocation Fund
By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary's investments. The commodity-related instruments held by the Subsidiary are generally similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund (see "Commodities-Related Investment Risk" above). There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the Investment Company Act, and is not subject to all the investor protections of the Investment Company Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund is subadvised, and the Subsidiary is managed, by BlackRock, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Board has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Fund's role as sole shareholder of the Subsidiary. The Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and could adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.
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U.S. Government Obligations Risks
 
AZL Government Money Market Fund
AZL Pyramis® Total Bond Fund
Obligations of U.S. Government agencies, authorities, instrumentalities and sponsored enterprises have historically involved little risk of loss of principal if held to maturity. However, not all U.S. Government securities are backed by the full faith and credit of the United States. Obligations of certain agencies, authorities, instrumentalities and sponsored enterprises of the U.S. Government are backed by the full faith and credit of the United States (e.g., the Government National Mortgage Association); other obligations are backed by the right of the issuer to borrow from the U.S. Treasury (e.g., the Federal Home Loan Banks) and others are supported by the discretionary authority of the U.S. Government to purchase an agency's obligations. Still others are backed only by the credit of the agency, authority, instrumentality or sponsored enterprise issuing the obligation. No assurance can be given that the U.S. Government would provide financial support to any of these entities if it is not obligated to do so by law.
Value Stocks Risk
 
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Core Equity Fund
AZL Morgan Stanley Global Real Estate Fund
AZL Russell 1000 Value Index Fund
AZL T. Rowe Price Capital Appreciation Fund
The value style of investing emphasizes stocks of undervalued companies whose characteristics may lead to improved valuations. These stocks may remain undervalued 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.
Variable and Floating Rate Instrument Risks
 
AZL Government Money Market Fund
These are instruments that provide for adjustments in the interest rate on certain reset dates (variable) or whenever a specified interest rate index changes (floating). The absence of an active market for these securities could make it difficult for the Fund to dispose of them if the issuer defaults.
Warrants Risk
 
AZL BlackRock Global Allocation Fund
If the price of the underlying stock does not rise above the exercise price before the warrant expires, the warrant generally expires without any value and the Fund loses any amount it paid for the warrant. Thus, investments in warrants may involve substantially more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.
When Issued and Delayed Delivery Securities and Forward Commitments Risk
 
AZL BlackRock Global Allocation Fund
AZL Government Money Market Fund
The purchase or sale of securities on a when issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what considered an advantageous price to the fund at the time of entering into the transaction.
Transfer Supported Features of Certain Annuity Contracts
The Funds may be offered under certain variable annuities that have guaranteed value or benefit features that are supported by automatic transfers between investment choices available under the product (the "Transfer Supported Features"). If the Transfer Supported Features are available to you, they are described in the prospectus for your Contract. These features may be known as the Guaranteed Account Value Benefit, Guaranteed Principal Value Benefit, the PRIME Plus Benefit, the Lifetime Plus Benefit, the Lifetime Plus II Benefit, Target Date Retirement Benefit, Income Protector, Investment Protector, or another name. Under the Transfer Supported Features, contract values may be rebalanced periodically. This rebalancing can cause a fund, including the Funds, to incur transactional expenses as it buys or sells securities to manage asset inflows or outflows. During periods of market volatility, brokerage fees resulting from such transfers could increase substantially. Also, large outflows from a fund may increase expenses attributable to the assets remaining in the fund. These increased expenses can have an adverse impact on the performance of an affected fund and on contract or policy owners who have assets allocated to it. Even if you do not participate in the Transfer Supported
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Programs you may be impacted if you allocate assets to a fund, including the Funds, that is affected by transfers under the Transfer Supported Features.
Cyber Security Risk
Like other business enterprises, the use of the Internet and other electronic media and technology exposes a Fund, and the Fund's service providers, and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, "cyber-events"). Cyber-events may include, for example, unauthorized access to systems, networks or devices (such as, for example, through "hacking" activity), infection from computer viruses or other malicious software code, and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber-events, unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. Any cyber-event could adversely impact the Funds and its shareholders and cause the Funds to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage and additional compliance costs associated with corrective measures. A cyber-event may cause a Fund, or its service providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate a Fund's NAV, or allow shareholders to transact business), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support a Fund and its service providers. In addition, cyber-events affecting issuers in which a Fund invests could cause a Fund's investments to lose value. The Funds' Subdvisers, affiliates and principal service providers have established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events, however, there is no guarantee that the efforts of the Subadvisers, affiliates, or other service providers, will succeed, either entirely or partially, among other reasons, the nature of malicious cyber-attacks is becoming increasingly sophisticated and the Funds' Subadvisers, affiliates and affiliates and principal service providers, cannot control the cyber systems and cyber security systems of issuers or third-party service providers.
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FUND MANAGEMENT


THE MANAGER

Allianz Investment Management LLC serves as the Manager for the Funds pursuant to the terms of an investment management agreement. The Manager has signed subadvisory agreements or portfolio management agreements ("Subadvisory Agreements") with various subadvisers for portfolio management functions for the Funds. The subadvisers manage the portfolio securities of the Funds and provide additional services including research, selection of brokers and similar services. The Manager compensates the subadvisers for their services as provided in the Subadvisory Agreements. A discussion of the Board of Trustees' basis for approving the Funds' Investment Management Agreement with the Manager and the Subadvisory Agreements with the subadvisers is available in the Funds' Annual Reports for the year ended December 31, 2016.
The Manager was established as an investment adviser by Allianz Life Insurance Company of North America in April 2001. The Manager evaluates and selects subadvisers for the Trust, subject to the oversight of the Board of Trustees, and to a more limited extent, provides investment advice with regard to selection of individual portfolio securities. In addition, the Manager constantly evaluates possible additional or alternative subadvisers for the Trust. The Manager currently acts as Manager of all of the Funds of the Trust. The Manager's other clients are the Allianz Variable Insurance Products Fund of Funds Trust ("FOF Trust") and various affiliated entities. As of December 31, 2016, the Manager had aggregate assets under management of $134.1 billion. The Manager monitors and reviews the activities of each of the subadvisers.
Brian Muench is the president of the Manager and of the Trust and ultimately responsible for evaluating and selecting subadvisers for the Trust. Mr. Muench joined Allianz Life Insurance Company of North America (Allianz Life), the parent of the Manager, in 1998. Mr. Muench served as vice president of the Manager from 2005 until he was elected president in 2010. Mr. Muench is also a vice president of Allianz Life.
The Manager's address is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416.

THE SUBADVISERS OF THE FUNDS

AZL DFA Emerging Markets Core Equity Fund; AZL DFA International Core Equity Fund; AZL DFA U.S. Core Equity Fund; AZL DFA U.S. Small Cap Fund
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, 2016, assets under management for all Dimensional affiliated advisors totaled approximately $460 billion.
AZL BlackRock Global Allocation Fund; AZL International Index Fund; AZL Mid Cap Index Fund; AZL Russell 1000 Growth Index Fund; AZL Russell 1000 Value Index Fund; AZL S&P 500 Index Fund; AZL Small Cap Stock Index Fund
BlackRock Investment Management, LLC ("BlackRock Investment") has its principal offices at 1 University Square Drive, Princeton, NJ 08540. BlackRock Investment is a wholly-owned, indirect subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States having, together with its affiliates, approximately $5.15 trillion in investment company and other assets under management as of December 31, 2016. BlackRock, Inc. is an affiliate of The PNC Financial Services Group, Inc.
AZL Gateway Fund
Gateway Investment Advisers, LLC ("Gateway") is located at 312 Walnut Street, 35th Floor, Cincinnati, OH 45202, serves as the subadviser of the Fund. Gateway is a subsidiary of Natixis Global Asset Management, L.P. Gateway had approximately $11.6 billion in assets under management at December 31, 2016.
AZL Government Money Market Fund
BlackRock Advisors, LLC ("BlackRock Advisors") was organized in 1994 to perform advisory services for investment companies. BlackRock Advisors, which has its principal offices at 100 Bellevue Parkway, Wilmington, Delaware 19809 has served as the Fund's investment adviser since July 1, 2011. Prior thereto, BlackRock Institutional Management Corporation ("BIMC"), an affiliate of BlackRock Advisors, served as the Fund's investment adviser. BlackRock Advisors is a wholly-owned indirect subsidiary of BlackRock, Inc. ("BlackRock"). BlackRock and its affiliates had approximately $5.15 trillion in assets under management as of December 31, 2016. BlackRock is an affiliate of The PNC Financial Services Group, Inc.
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AZL MetWest Total Return Bond Fund
Metropolitan West Asset Management, LLC ("MetWest"), has its principal offices at 865 South Figueroa Street, Los Angeles, California 90017. MetWest was founded in 1996, and, together with The TCW Group, Inc. and its other subsidiaries, which provide a variety of trust, investment management and investment advisory services, had approximately $191.56 billion under management or committed to management, including $158.28 billion of U.S. fixed income investments, as of December 31, 2016.
AZL Morgan Stanley Global Real Estate Fund
Morgan Stanley Investment Management Inc. ("MSIM") is a wholly-owned subsidiary of Morgan Stanley. MSIM, together with its affiliated asset management companies, had approximately $417 billion under management or supervision as of December 31, 2016. The offices of MSIM are located at 522 Fifth Avenue, New York, NY 10036. The following affiliates of MSIM serve as sub-subadvisers to the AZL Morgan Stanley Global Real Estate Fund, and are responsible for day-to-day management of the Fund's assets:  (i) Morgan Stanley Investment Management Limited, with headquarters located at 25 Cabot Square, Canary Wharf, London E144QA, England, and (ii) Morgan Stanley Investment Management Company, with headquarters located at 23 Church Street, #16-01 Capital Square, Singapore 049481.
AZL Pyramis® Total Bond Fund
FIAM LLC ("FIAM") has its principal offices at 900 Salem Street, Smithfield, RI 02917. FIAM managed approximately $68.482 billion in assets worldwide as of December 31, 2016. FIAM LLC is an indirectly-held wholly-owned subsidiary of FMR LLC (along with its affiliates, "Fidelity Investments").
AZL T. Rowe Price Capital Appreciation Fund
T. Rowe Price Associates, Inc. ("T. Rowe Price") is a SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and sub-adviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of December 31, 2016, the Firm managed approximately $810.8 billion for more than 10 million individual and institutional investor accounts.

THE PORTFOLIO MANAGERS OF THE FUNDS

AZL BlackRock Global Allocation Fund
Dennis Stattman, CFA, Managing Director of BlackRock, Inc. since 2006 and Head of BlackRock's Global Allocation Team.
Dan Chamby, CFA, Managing Director of BlackRock, Inc. since 2007; Director of BlackRock, Inc. in 2006.
Russ Koesterich, CFA, JD, Managing Director of BlackRock, Inc. since 2009.
David Clayton, CFA, JD, Managing Director of BlackRock, Inc. since 2012; Director of BlackRock, Inc. from 2010 to 2011.
Kent Hogshire, CFA, Managing Director of BlackRock, Inc. since 2017; Director of BlackRock, Inc. from 2008 to 2016.
AZL DFA Emerging Markets Core Equity Fund and AZL DFA International Core Equity Fund
Joseph H. Chi, CFA, is co-head of Portfolio Management and a Vice President of Dimensional and Chairman of the Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined Dimensional as a Portfolio Manager in 2005 and has been responsible for Dimensional's international equity portfolios since 2010 and U.S. equity portfolios since 2012. Mr. Chi has been a portfolio manager for the Fund since 2015.
Jed S. Fogdall is co-head of Portfolio Management and a Vice President of Dimensional and a member of the Investment Committee of Dimensional. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined Dimensional as a Portfolio Manager in 2004 and has been responsible for Dimensional's international equity portfolios since 2010 and U.S. equity portfolios since 2012. Mr. Fogdall has been a portfolio manager for the Fund since 2015.
Bhanu P. Singh is a Portfolio Manager and Vice President of Dimensional. Mr. Singh received his MBA from the University of Chicago and his BA from the University of California, Los Angeles. Mr. Singh joined Dimensional originally in 2003, has been a portfolio manager since 2012 and has been responsible for Dimensional's U.S. equity portfolios since 2014.  Mr. Singh has been a portfolio manager for the Fund since 2015.
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Allen Pu, PhD, CFA, is a Senior Portfolio Manager and Vice President at Dimensional. He holds an MBA from the Anderson School of Management at the University of California, Los Angeles. He also holds a MS and PhD from the California Institute of Technology, and a BS from the Cooper Union for the Advancement of Science and Art. Mr. Pu joined Dimensional in 2006, and has been a portfolio manager since 2006.
AZL DFA U.S. Core Equity Fund
Joseph H. Chi, CFA, is co-head of Portfolio Management and a Vice President of Dimensional and Chairman of the Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined Dimensional as a Portfolio Manager in 2005 and has been responsible for Dimensional's international equity portfolios since 2010 and U.S. equity portfolios since 2012. Mr. Chi has been a portfolio manager for the Fund since 2015.
Jed S. Fogdall is co-head of Portfolio Management and a Vice President of Dimensional and a member of the Investment Committee of Dimensional. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined Dimensional as a Portfolio Manager in 2004 and has been responsible for Dimensional's international equity portfolios since 2010 and U.S. equity portfolios since 2012. Mr. Fogdall has been a portfolio manager for the Fund since 2015.
Lukas J. Smart, CFA, is a Senior Portfolio Manager and Vice President at Dimensional. Lukas has an MBA from the University of Chicago Booth School of Business and a bachelor of economics degree from the University of San Diego. He is a CFA Charterholder. Mr. Smart joined Dimensional in 2007, and has been a portfolio manager since 2010 and has been a portfolio manager for the Fund since 2017.
AZL DFA U.S. Small Cap Fund
Joseph H. Chi, CFA, is co-head of Portfolio Management and a Vice President of Dimensional and Chairman of the Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined Dimensional as a Portfolio Manager in 2005 and has been responsible for Dimensional's international equity portfolios since 2010 and U.S. equity portfolios since 2012. Mr. Chi has been a portfolio manager for the Fund since 2015.
Jed S. Fogdall is co-head of Portfolio Management and a Vice President of Dimensional and a member of the Investment Committee of Dimensional. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined Dimensional as a Portfolio Manager in 2004 and has been responsible for Dimensional's international equity portfolios since 2010 and U.S. equity portfolios since 2012. Mr. Fogdall has been a portfolio manager for the Fund since 2015.
Joel Schneider is a Senior Portfolio Manager and Vice President at Dimensional. He holds an MBA from the University of Chicago Booth School of Business, an MS from the University of Minnesota, and a BS from Iowa State University. Mr. Schneider joined Dimensional in 2011, has been a portfolio manager since 2013 and has been a portfolio manager for the Fund since 2015.
AZL Gateway Fund
Paul Stewart joined Gateway in 1995 and is currently the firm's Chief Executive Officer and President as well as a member of the firm's Board of Managers. He also serves as co-portfolio manager for several funds including the Gateway Fund. Mr. Stewart has served Gateway in various roles, including portfolio manager, Treasurer of The Gateway Trust, Chief Financial Officer and, most recently, as the firm's Chief Investment Officer until February 2013. Prior to joining Gateway, he was an audit manager at Price Waterhouse. Mr. Stewart earned his B.B.A. from Ohio University and is a CFA® charterholder.
Michael T. Buckius joined Gateway in 1999 and currently holds the positions of Chief Investment Officer and Senior Vice President. He is co-portfolio manager for several mutual funds advised or sub-advised by Gateway including the Gateway Fund. Prior to February 2013, Mr. Buckius served as portfolio manager and Senior Vice President of Gateway. Prior to joining Gateway, Mr. Buckius was an equity derivative sales professional at Bear Stearns & Co. and Bankers Trust Company in New York. Prior to his employment in New York, Mr. Buckius held a number of option-related research and trading positions at Alex. Brown & Sons Inc. in Baltimore. Mr. Buckius received his B.A. and M.B.A. in finance from Loyola University Maryland and is a CFA® charterholder.
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Kenneth H. Toft joined Gateway in 1992 and is a Senior Vice President and portfolio manager for the firm. He is co-portfolio manager for several mutual funds advised or sub-advised by Gateway. His responsibilities include managing portfolios using hedging strategies for growth-oriented, high-volatility indexes, trading and servicing individual client relationships. Prior to joining Gateway, he served as a registered representative for Fidelity Investments. Mr. Toft earned his B.A. and M.B.A. from the University of Cincinnati and is a CFA® Charterholder.
Dan Ashcraft joined Gateway in 2009 as a member of Gateway's portfolio management team. He is co-portfolio manager for several mutual funds advised or sub-advised by Gateway. In this role, he is heavily involved in trading and analysis as well as the implementation of the firm's equity multifactor model. Prior to joining Gateway, Mr. Ashcraft held a role conducting equity research. He is a CFA® Charter holder and received a B.S. from the Richard T. Farmer School of Business at Miami University in Ohio.
AZL International Index Fund, AZL Mid Cap Index Fund, AZL Russell 1000 Growth Index Fund, AZL Russell 1000 Value Index Fund, AZL S&P 500 Index Fund and AZL Small Cap Stock Index Fund
Alan Mason, Managing Director, is head of BlackRock's Americas Beta Strategies Portfolio Management team, which combines BlackRock's index equity and index asset allocation functions. He is a member of BlackRock's Beta Strategies and U.S. Defined Contribution leadership teams as well as the BlackRock's Human Capital Committee. Prior to this role, he led the Beta Strategies Global Index Asset Allocation team. Mr. Mason's service with the BlackRock dates back to 1991, including his years with Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, Mr. Mason served as head of portfolio management and strategy for U.S. transitions, strategist for the Global Index and Markets Group, head of U.S. Asset Allocation, and most recently as head of Global Portfolio Management, Client Solutions. Mr. Mason has led three key growth efforts: developing the U.S. transition capability from a service to a business, growing the key asset allocation product for the BlackRock 's U.S. DC platform, LifePath, and building the foundation for key dimensions of the BlackRock 's rapidly growing solutions business. Mr. Mason earned a BA in music from Baylor University in 1983, summa cum laude, an MA in musicology from the University of Louisville in 1989, with honors, and an MA in ethnomusicology from University of California Berkeley in 1991. In the same year that Mr. Mason became head of portfolio management for BGI's transitions business, he was advanced to Ph.D. candidacy in ethnomusicology at UC Berkeley, having completed all coursework for the degree and comprehensive doctoral oral examinations with distinction.
Greg Savage, Managing Director, has been responsible for the Fund since May 2011 and has been associated with BlackRock, Inc. since 2009; Principal of Barclays Global Investors (BGI) from 2007 to 2009; Associate of BGI from 1999 to 2007.
Creighton Jue, CFA, Managing Director, is Head of BlackRock's Alternative Beta Strategies team, part of Beta Strategies. He is responsible for managing BlackRock's Index Plus strategies, currency hedge products and derivative overlay mandates.
Mr. Jue's service with the firm dates back to 2000, including his years with Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, he was responsible for BGI's institutional developed international market index funds. Prior to joining BGI, he was a senior portfolio manager at Mellon Capital Management where he managed index and enhanced index portfolios in the domestic and international markets.
Mr. Jue earned a BA degree in economics from University of California, Irvine, in 1992.
Rachel M. Aguirre, Director and Senior Portfolio Manager, leads the Developed Markets Institutional Index Equity team. She is responsible for overseeing the management of developed market index equity portfolios for institutional clients within Beta Strategies.
Mrs. Aguirre's service with the firm dates back to 2005, including her years with Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI she was a Portfolio Manager in the Index Equity Group, where she managed index and enhanced index portfolios for institutional clients. Prior to this, she was a Portfolio Manager and Strategist in BGI's Fixed Income Group, focusing on Liability Driven Investing (LDI).
Mrs. Aguirre earned a BS degree in Mathematics from the College of Creative Studies at UC Santa Barbara in 2003. She earned a MS in Financial Mathematics from Stanford University in 2004.
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AZL MetWest Total Return Bond Fund
Tad Rivelle is the Chief Investment Officer and Group Managing Director of MetWest and has been with MetWest since 1996. Stephen M. Kane, CFA, is the Group Managing Director of MetWest, and has been with MetWest since 1996. Laird R. Landmann is the Group Managing Director of MetWest and has been with MetWest since August 1996. Bryan Whalen, CFA is the Group Managing Director of MetWest and has been with MetWest since 2004.
AZL Morgan Stanley Global Real Estate Fund
The Fund's assets are managed within the global listed real assets team. The members of the team who are currently responsible for the day-to-day management of the Fund are Theodore R. Bigman, Michiel te Paske, Sven van Kemenade, Angeline Ho, Bill Grant, and Desmond Foong, each a Managing Director of the subadviser. Together, the team determines the investment strategy, establishes asset-allocation frameworks and directs the implementation of investment strategy.
The composition of the team may change without notice from time to time. See below for more information about the portfolio managers.
Theodore R. Bigman has worked for the subadviser since 1995 and has managed the AZL Morgan Stanley Global Real Estate Fund since 2006.
Angeline Ho has worked for the subadviser since 1997 and has managed the AZL Morgan Stanley Global Real Estate Fund since 2006.
Bill Grant has worked for the subadviser since 2000 and has managed the AZL Morgan Stanley Global Real Estate Fund since 2014.
Sven van Kemenade has worked for the subadviser since 1997 and has managed the AZL Morgan Stanley Global Real Estate Fund since 2006.
Desmond Foong has worked for the subadviser since 2011 and has managed the AZL Morgan Stanley Global Real Estate Fund since 2015.
Michiel te Paske has worked for the subadviser since 1997 and has managed the AZL Morgan Stanley Global Real Estate Fund since 2006.
AZL Pyramis® Total Bond Fund
Ford O'Neil, Portfolio Manager, manages retail and institutional assets. Mr. O'Neil joined Fidelity as an analyst in 1990 and has been a portfolio manager since 1992. Prior to joining Fidelity, he worked for Advest, Inc. as an associate in investment banking from 1985 to 1988. Mr. O'Neil received a Bachelor of Arts degree in government from Harvard College and a Masters in Business Administration from The Wharton School at the University of Pennsylvania.
Celso Munoz, CFA, Portfolio Manager co-manages institutional assets.  Mr. Munoz joined Fidelity as a research analyst in 2005 and has been managing fixed income portfolios since 2016.  Prior to joining Fidelity, he served as an associate in the Merger & Acquisitions group within the investment banking practice at Deutsche Bank from 1999 to 2003.  Mr. Munoz earned his bachelor of science degree in economics (with a concentration in finance) from the University of Pennsylvania and his master of business administration degree from Harvard Business School.  He is also a Chartered Financial Analyst charterholder.
Michael Weaver co-manages institutional assets.  Mr. Weaver joined Fidelity in 2005 as a research analyst and has been managing portfolios since 2009.  Prior to joining Fidelity, he worked as a research analyst at Janus Capital Group from 2003 to 2005, an investment banking associate at JPMorgan from 2000-2003, and as an investment banking analyst at Barclays Capital from 1998-2000. Mr. Weaver earned his bachelor of science degree in economics from the Wharton School at the University of Pennsylvania.
AZL T. Rowe Price Capital Appreciation Fund
David R. Giroux, CFA is president and chairman of the Investment Advisory Committee of the Capital Appreciation Strategy. He is a member of the Asset Allocation Committee and a vice president of T. Rowe Price Group, Inc. and T. Rowe Price Associates, Inc.
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Mr. Giroux has 19 years of investment experience, all of which have been with T. Rowe Price. He joined the firm in 1998 and, until 2006, had analytical responsibility for the firm's investments in the industrials and automotive sectors.
Mr. Giroux earned a B.A., magna cum laude, in finance and political economy from Hillsdale College. He also has earned the Chartered Financial Analyst designation. Mr. Giroux was recognized on Institutional Investor's All-America Research Team in its November 2005 article, "The Best of the Buy Side."

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MORE INFORMATION ABOUT FUND MANAGEMENT

The Manager is a subsidiary of Allianz SE, one of the world's largest insurance and financial services companies. Allianz SE is headquartered in Munich, Germany and has operations in more than 70 countries. As of December 31, 2016, Allianz SE had third-party assets under management of $1.96 trillion. In North America, Allianz SE subsidiaries are engaged in the life insurance, property/casualty insurance, broker-dealer, banking, investment adviser, and mutual fund businesses.
The SAI has more detailed information about the Manager, the subadvisers and other service providers. The SAI also provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers, and the portfolio managers' ownership of securities in the Funds.

DUTIES OF THE MANAGER AND SUBADVISERS

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

PAYMENTS TO AFFILIATED INSURANCE COMPANIES

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

Each Fund paid the Manager a fee for advisory services (including subadvisory fees) during 2016 at the annual rate shown on the following table, before and after fee waivers:
 
Percentage of Average Net Assets
for the Period Ended 12/31/16 Before Fee Waivers
Percentage of Average Net Assets
for the Period Ended 12/31/16 After Fee Waivers
AZL BlackRock Global Allocation Fund
0.75%
0.75%
AZL DFA Emerging Markets Core Equity Fund
1.25%
0.72%
AZL DFA International Core Equity Fund
0.95%
0.75%
AZL DFA U.S. Core Equity Fund
0.80%
0.54%
AZL DFA U.S. Small Cap Fund
0.85%
0.70%
AZL Gateway Fund
0.80%
0.80%
AZL Government Money Market Fund
0.35%
0.15%
AZL International Index Fund
0.35%
0.35%
AZL MetWest Total Return Bond Fund
0.60%
0.55%
AZL Mid Cap Index Fund
0.25%
0.25%
AZL Morgan Stanley Global Real Estate Fund
0.90%
0.85%
AZL Pyramis® Total Bond Fund
0.50%
0.50%
AZL Russell 1000 Growth Index Fund
0.44%
0.39%
AZL Russell 1000 Value Index Fund
0.44%
0.39%
AZL S&P 500 Index Fund
0.17%
0.17%
AZL Small Cap Stock Index Fund
0.26%
0.26%
AZL T. Rowe Price Capital Appreciation Fund
0.75%
0.70%
AZL Government Money Market Fund
The Manager has voluntarily undertaken to waive, reimburse, or pay the Fund's expenses to the extent necessary in order to maintain a minimum daily net investment income for the Fund of 0.00%. The Distributor may waive its Rule 12b-1 fees. The amount waived, reimbursed, or paid by the Manager and/or the Distributor will be repaid to the Manager and/or the Distributor subject to the following limitations:
(1)
the repayments will not cause the Fund's net investment income to fall below 0.00%;
(2)
the repayments must be made no later than three years after the end of the fiscal year in which the waiver, reimbursement, or payment took place; and
(3)
any expense recovery paid by the Fund will not cause its expense ratio to exceed 0.87%.
The ability of the Manager and/or the Distributor to receive such repayments could negatively affect the Fund's future yields.

LEGAL PROCEEDINGS

The Manager is not aware of any material pending legal proceedings, other than routine litigation incidental to the conduct of their respective businesses, to which the Funds, the Manager or the principal underwriter is a party. However, some of the subadvisers currently are the subject of investigations or proceedings which relate to their management of other mutual funds. Brief descriptions thereof are set forth below. Terms that are defined in the following legal proceedings apply only to the sections in which they appear. Such proceedings would be material only to the extent that they are likely to have a material adverse effect on the ability of the subadviser to perform its agreement with the Manager.
BlackRock Advisors, LLC and BlackRock Investment Management, LLC
On May 27, 2014, certain purported investors in the BlackRock Global Allocation Fund, Inc. ("Global Allocation") and the BlackRock Equity Dividend Fund ("Equity Dividend") filed a consolidated complaint (the "Consolidated Complaint") in the United States District Court for the District of New Jersey against BlackRock Advisors, LLC, BlackRock Investment Management, LLC and BlackRock International Limited (collectively, the "Defendants") under the caption In re BlackRock Mutual Funds Advisory Fee Litigation. The Consolidated Complaint, which purports to be brought derivatively on behalf of Global Allocation and Equity Dividend, alleges that the Defendants violated Section 36(b) of the Investment Company Act by receiving allegedly excessive investment advisory fees from Global Allocation and Equity
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Dividend. The Consolidated Complaint seeks, among other things, to recover on behalf of Global Allocation and Equity Dividend all allegedly excessive advisory fees from one year prior to the filing of the lawsuit and purported lost investment returns on those amounts, plus interest. The Defendants believe the claims in the Consolidated Complaint are without merit and intend to vigorously defend the action.
BlackRock Financial Management, Inc.
BlackRock Financial Management, Inc. is not the subject of any litigation that is currently expected to be material to its business or have a material impact on the services BlackRock Financial Management, Inc. provides to its clients.
Dimensional Fund Advisors LP
Dimensional Fund Advisors LP ("Dimensional") is not aware of any pending legal proceeding related to its asset management business and to which it is a party that, in Dimensional's view, has had or is likely to have a material adverse effect on the subadvisory services that Dimensional provides to the Manager.
FIAM LLC
The subadvisor is not the subject of any litigation that is currently expected to be material to their respective businesses or have a material impact on the services they provide to their clients.
Gateway Investment Advisers, LLC
To the best of its knowledge, the subadviser is not a party to any material pending legal proceedings.
Metropolitan West Asset Management, LLC
On October 16, 2015, a purported investor in the MetWest Total Return Bond Fund (MW) filed a complaint (the "Complaint") in the United States District Court for the Central District of California against Metropolitan West Asset Management, LLC (the "Defendant"). The Complaint, which purports to be brought derivatively on behalf of Metropolitan West Total Return Bond Fund (the "Fund"), alleges that the Defendant violated Section 36(b) of the Investment Company Act by receiving allegedly excessive investment advisory fees from the Fund. The Complaint seeks, among other things, to recover on behalf of the Fund all allegedly excessive advisory fees from one year prior to the filing of the lawsuit and purported lost investment returns on those amounts, plus interest. With an 18-year track record, the Fund has among the best long-term risk-adjusted results and lowest fees in its category.  As such, the allegations contained in this lawsuit are completely unfounded and the Defendant intends to defend vigorously against this claim.
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Management (MSIM) and its parent, Morgan Stanley, are named, from time to time, as defendants in various legal actions—including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution—and involved in investigations and proceedings by governmental and/or regulatory agencies or self-regulatory organizations, certain of which may result in adverse judgments, fines, penalties or sanctions.
Morgan Stanley discloses pending litigations, proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations that it believes is or may be material in its filings on Form 10-K and Forms 10-Q made with the U.S. Securities and Exchange Commission (the Commission). For information regarding such litigations, proceedings or investigations please refer to the information under Part I, Item 3 in Morgan Stanley's Form 10-K (File No. 1-11758) with respect to the fiscal year ended December 31, 2015, and Part II, Item 1 in Morgan Stanley's Form 10-Q (File No. 1-11758) for the fiscal quarters ending March 31, 2015, June 30, 2015 and September 30, 2015 as filed with the Commission. Morgan Stanley's Forms 10-K and 10-Q may be accessed at:
https://www.morganstanley.com/about/ir/secfilings.html.
MSIM also discloses certain legal and disciplinary events in Item 9 of the firm's Form ADV Part 2.
T. Rowe Price Associates, Inc.
To the best of its knowledge, the subadviser is not a party to any material pending legal proceedings, other than ordinary routine litigation incidental to the business.

THE ADMINISTRATOR

Citi Fund Services Ohio, Inc. ("CFSO"), whose address is 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, serves as the Funds' administrator, and fund accountant. Administrative services of CFSO include providing office space,
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equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, legal and dividend disbursing services.

THE DISTRIBUTOR

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

THE CUSTODIAN

The Bank of New York Mellon ("BNY Mellon"), whose address is One Wall Street, New York, New York 10286, serves as custodian of the Fund. BNY Mellon. BNY Mellon is paid certain fees and reimbursed for certain out-of-pocket expenses for its services. Fees paid by the Fund for these services are included under "Other Expenses" in the Fees and Expenses table for each Fund.
The SAI provides additional information about the services provided to the Funds.

LICENSING ARRANGEMENTS

AZL S&P 500 Index Fund, AZL Mid Cap Index Fund, and AZL Small Cap Stock Index Fund (the "AZL Index Funds")
The AZL S&P 500 Index Fund, AZL Mid Cap Index Fund and AZL Small Cap Stock Index Fund (the "AZL Index Funds") are not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the AZL Index Funds or any member of the public regarding the advisability of investing in securities generally or in the AZL Index Funds particularly or the ability of the S&P 500 Index, the S&P Mid Cap 400 Index and the S&P SmallCap 600 Index to track general stock market performance. S&P's only relationship to the Manager (the "Licensee") is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index, the S&P Mid Cap 400 Index and the S&P SmallCap 600 Index which is determined, composed and calculated by S&P without regard to the Licensee or the AZL Index Funds. S&P has no obligation to take the needs of the Licensee or the owners of the AZL Index Funds into consideration in determining, composing or calculating the S&P 500 Index, the S&P Mid Cap 400 Index and the S&P SmallCap 600 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the AZL Index Funds or the timing of the issuance or sale of the AZL Index Funds or in the determination or calculation of the equation by which the AZL Index Funds is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the AZL Index Funds.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX, THE S&P MID CAP 400 INDEX, THE S&P SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE AZL INDEX FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX, THE S&P MID CAP 400 INDEX, THE S&P SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX, THE S&P MID CAP 400 INDEX, THE S&P SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
AZL Russell 1000 Growth Index Fund and AZL Russell 1000 Value Index Fund (the "AZL Russell Index Funds")
Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Russell Investment Group.
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The AZL Russell Index Funds are not promoted, sponsored or endorsed by, nor in any way affiliated with Russell Investments ("Russell"). Russell is not responsible for and has not reviewed the AZL Russell Index Funds nor any associated literature or publications and Russell makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
Russell's publication of the Russell Indexes in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell Indexes are based. RUSSELL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE RUSSELL INDEXES OR ANY DATA INCLUDED IN THE RUSSELL INDEXES. RUSSELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE USE, OR THE RESULTS OF USE, OF THE RUSSELL INDEXES OR ANY DATA INCLUDED THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE RUSSELL INDEXES. RUSSELL MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RUSSELL INDEX(ES) OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.
AZL International Index Fund
THIS FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. ("MSCI"), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE "MSCI PARTIES"). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY THE MANAGER AND THE FUND. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FUND OR THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS FUND IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FUND.
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARITES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING,
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IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
No purchaser, seller or holder of this Fund, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this security without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the Fund's policies and procedures with respect to the disclosure of the Fund's portfolio holdings is included in the SAI.

THE COMMODITY EXCHANGE ACT

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


PRICING OF FUND SHARES

The price of each fund share is based on its Net Asset Value (NAV). The NAV is the current value of a share in a mutual fund. The NAV is calculated by adding the total value of a Fund's investments and other assets, subtracting its liabilities, and then dividing that figure by the number of outstanding shares of the Fund:
NAV = (Total Assets – Liabilities) ÷ Number of Shares Outstanding
Per share NAV for each Fund is determined and its shares are priced at the close of regular trading on the New York Stock Exchange, normally at 4:00 p.m. Eastern Time, on days the NYSE is open. Shares will not be priced on the days on which the NYSE is closed for trading.
The securities (other than short-term debt securities) of the Funds are generally valued at current market prices. Also, if market quotations are not available, or if an event occurs after the pricing of a security has been established that would likely cause the value to change, the value of the security may be priced at fair value as determined in good faith by or at the direction of the Funds' Trustees.
Options purchased and held by the Funds generally are valued at the average of the closing bid and ask quotations on the principal exchange on which the option is traded, as of the close of the NYSE. The close of trading for some options exchanges may occur later than the closing of the NYSE. If market quotations are not available, the value of an option may be priced at fair value as determined in good faith by or at the direction of the Funds' Trustees.
Foreign securities held by the Funds are valued on a daily basis using a fair valuation program approved by the Funds' Trustees. The fair valuation program includes processes administered by an independent pricing agent (based upon changes in certain markets, indices, and/or securities, if applicable) that may result in a value different from the last closing price of such foreign security on its principal overseas market or exchange.
The effect of using fair value pricing is that the Fund's NAV will be subject to the judgment of the Board of Trustees or its designees instead of being determined by the market. In addition, foreign securities acquired by a Fund may be valued in foreign markets on days when the Fund's NAV is not calculated. In such cases, the NAV of a Fund may be significantly affected on days when investors cannot buy or sell shares.

AZL GOVERNMENT MONEY MARKET FUND

The AZL Government Money Market Fund's NAV, the offering price, is expected to be constant at $1.00 per share although this value is not guaranteed. The NAV is determined as of the close of trading on the NYSE (generally 4:00 p.m. Eastern Time) that day. The AZL Government Money Market Fund values its securities at its amortized cost. The amortized cost method values a portfolio security initially at its cost on the date of the purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and initial cost.

PURCHASE AND REDEMPTION OF SHARES

Investors may not purchase or redeem shares of the Funds directly, but only through the variable annuity contracts and variable life insurance policies offered through the separate accounts of participating insurance companies. You should refer to the prospectus of the participating insurance company's variable products for information on how to purchase a variable annuity contract or variable life insurance policy, how to select specific Allianz VIP Funds as investment options for your contract or policy and how to redeem monies from the Funds.
Orders for the purchase and redemption of shares of a Fund received before the NYSE closes are effected at the net asset value per share determined as of the close of trading on the NYSE (generally 4:00 p.m. Eastern Time) that day. Orders received after the NYSE closes are effected at the next calculated net asset value. Payment for redemption will be made by the Funds within 7 days after the request is received.
The Funds may suspend the right of redemption under certain extraordinary circumstances in accordance with the rules of the Securities and Exchange Commission. The Funds do not assess any fees when they sell or redeem their shares.
The right of purchase of Fund shares may also be restricted, and purchase orders may be rejected, in accordance with the market timing policy of the Trust as described under the "Market Timing" section below, and the market timing policy of the separate accounts of participating insurance companies. Please refer to your contract prospectus for the market timing policy of the separate account for your contract.
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Each Fund reserves the right to make payment in securities rather than cash, known as "redemption in kind." This could occur under extraordinary circumstances, such as a large redemption that could affect Fund operations (for example, more than 1% of the Fund's net assets). If the Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to the accumulation unit value allocated under your variable contract to the subaccount that invests in the Fund. When these securities are converted to cash, the associated brokerage charges will be deducted from the assets of the subaccount. Any securities redeemed in kind will remain subject to market risk until sold.
The Funds currently do not foresee any disadvantages to investors if the Funds serve as an investment medium for both variable annuity contracts and variable life insurance policies. However, it is theoretically possible that the interest of owners of annuity contracts and insurance policies for which the Funds serve as an investment medium might at some time be in conflict due to differences in tax treatment or other considerations. The Board of Trustees and each participating insurance company would be required to monitor events to identify any material conflicts between variable annuity contract owners and variable life insurance policy owners, and would have to determine what action, if any, should be taken in the event of such a conflict. If such a conflict occurred, an insurance company investing in a Fund might be required to redeem the investment of one or more of its separate accounts from the Fund, which might force the Fund to sell securities at disadvantageous prices.

MARKET TIMING

The Board of Trustees has adopted a policy that the Funds will not knowingly permit market timing or other abusive short-term trading practices. Market timing is frequent or short-term trading activity by certain investors in a fund intending to profit at the expense of other investors in the same fund by taking advantage of pricing inefficiencies that can prevent a fund's share price from accurately reflecting the value of its portfolio securities. For example, investors may engage in short-term trading in funds that invest in securities which trade on overseas securities markets to take advantage of the difference between the close of the overseas markets and the close of the U.S. markets. This type of short-term trading is sometimes referred to as "time-zone arbitrage." Funds that invest in other securities which are less liquid, or are traded less often, may be vulnerable to similar pricing inefficiencies.
Market timing and other abusive short-term trading practices may adversely impact a fund's performance by preventing portfolio managers from fully investing the assets of the fund, diluting the value of shares, or increasing the fund's transaction costs. To the extent that certain of the Funds have significant holdings in foreign securities (including emerging markets securities), small-cap stocks, or high-yield bonds, or any combination thereof, the risks of market timing may be greater for those Funds than for other Funds. The Funds are offered only through variable annuity contracts and life insurance policies, and shares of the Funds are held in subaccounts of affiliated insurance companies. Because Fund transactions are processed by those insurance companies, rather than by the Trust, the Board of Trustees has not adopted procedures to monitor market timing activity at the Fund level, but rather has approved monitoring procedures designed to detect and deter market timing activities at the contract or policy level.
As required by SEC rules, the Funds have entered into agreements with their financial intermediaries, including the affiliated insurance companies, whereby the Funds or their agents may require the financial intermediaries to provide individual account level information about you and your trading activities in the Funds. If the Funds detect market timing activities either at the omnibus or individual account level, the Funds may require the financial intermediaries to take actions to curtail the activity, which may include restricting your trading activity in the Funds.
Your variable annuity or variable life insurance prospectus contains a description of the market timing detection and deterrence policy at the contract or policy level. Please refer to your annuity contract or life insurance policy prospectus for specific details on transfers between accounts.
The procedures that are designed to detect and deter market timing activities at the contract or policy level cannot provide a guarantee that all market timing activity will be identified and restricted. In addition, state law and the terms of some contracts and policies may prevent or restrict the effectiveness of the market timing procedures from stopping certain market timing activity. Market timing activity that is not identified, prevented, or restricted may adversely impact the performance of a Fund.

DISTRIBUTION (12b-1) FEES

Each Fund has adopted a plan under Rule 12b-1 of the Investment Company Act of 1940. Distribution fees ("12b-1 fees") under the plan compensate the Distributor and affiliates of Allianz Life Insurance Company of North America for services and expenses relating to the distribution of the Funds' shares in connection with the variable products through which
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
95



Shareholder Information


Fund shares are sold. 12b-1 fees are paid from Fund assets on an ongoing basis. Over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Each of the Funds (except Class 1 shares of the Multi-Class Funds as identified below) pays an annual 12b‑1 fee in the maximum amount of 0.25% of their average daily net assets.
The Trustees have authorized the Trust to issue two classes of shares, Class 1 and Class 2, for certain of the Funds (the "Multi-Class Funds") described in this Prospectus. Class 1 and Class 2 shares of each Fund are substantially identical, except that Class 1 shares are not subject to a Distribution (12b-1) Fee, while Class 2 shares are subject to a Distribution (12b-1) Fee in the amount of 0.25% of average daily net assets attributable to Class 2 shares. Class 1 shares are available as an investment option only for certain Contracts.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Any income a Fund receives is paid out, less expenses, in the form of dividends to its shareholders. Shares begin accruing dividends on the day they are purchased. Income dividends are usually paid annually. Income dividends on the AZL Government Money Market Fund are usually paid monthly. Capital gains for all Funds are distributed at least annually.
All dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund at the net asset value of such shares on the payment date.
Each Fund is treated as a separate corporate entity for tax purposes. Each Fund intends to elect to be treated as a regulated investment company and each Fund intends to qualify for such treatment for each taxable year under Subchapter M of the Internal Revenue Code of 1986, as amended. In addition, each Fund will diversify its investments so that on the last day of each quarter of a calendar year, no more than 55% of the value of its total assets is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments, and no more than 90% is represented by any four investments. For this purpose, securities of a given issuer generally are treated as one investment and each U.S. Government agency or instrumentality is treated as a separate issuer. Any security issued, guaranteed, or insured (to the extent so guaranteed or insured) by the U.S. Government or an agency or instrumentality of the U.S. Government is treated as a security issued by the U.S. Government or its agency or instrumentality, whichever is applicable. If a Fund fails to meet this diversification requirement, income with respect to variable insurance contracts invested in the Fund at any time during the calendar quarter in which the failure occurred could become currently taxable to the owners of the contracts. Similarly, income for prior periods with respect to such contracts also could be taxable, most likely in the year of the failure to achieve the required diversification. Provided that a Fund and a separate account investing in the Fund satisfy applicable tax requirements, any distributions from the Fund to the separate account will be exempt from current federal income taxation to the extent that such distributions accumulate in a variable annuity contract or a variable life insurance policy.
Persons investing in variable annuity contracts or variable life insurance policies should refer to the prospectuses with respect to such contracts or policies for further information regarding the tax treatment of the contracts or policies and the separate accounts in which the contracts or policies are invested.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
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FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the financial performance of the Funds for the periods shown. Certain information reflects financial results for a single Fund share. The total returns in the tables represent returns that you would have earned (or lost) on an investment in the indicated Fund (assuming reinvestment of all dividends and distributions). The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If insurance contract charges were included, the return would be reduced.
This information has been derived from information audited by KPMG LLP, independent registered public accounting firm, whose reports, along with each Fund's financial statements, are included in the Annual Reports to Shareholders and incorporated by reference into the Statement of Additional Information. This should be read in conjunction with those financial statements. When available, copies of the Annual Report will be available without charge upon written request from the Funds at 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, or by calling toll free 1-877-833-7113.
AZL BlackRock Global Allocation Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
 
2016
2015
2014
2013
Janauary 10, 2012 to December 31, 2012(a)
Net Asset Value, Beginning of Period
$10.99
$11.97
$12.05
$10.58
$10.00
Investment Activities:
         
Net Investment Income/(Loss)
0.20
0.10
0.12
0.07
0.13
Net Realized and Unrealized Gains/(Losses) on Investments
0.27
(0.27)
0.12
1.42
0.58
Total from Investment Activities
0.47
(0.17)
0.24
1.49
0.71
Dividends to Shareholders From:
         
Net Investment Income
(0.02)
(0.28)
(0.08)
—(b)
(0.13)
Net Realized Gains
(0.28)
(0.53)
(0.24)
(0.02)
Total Dividends
(0.30)
(0.81)
(0.32)
(0.02)
(0.13)
Net Asset Value, End of Period
$11.16
$10.99
$11.97
$12.05
$10.58
Total Return(c)
4.35%
(1.41)%
1.95%
14.11%
7.13%(d)
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$410,101
$789,320
$777,743
$646,689
$309,063
Net Investment Income/(Loss)(e)
1.10%
0.84%
1.14%
0.72%
1.09%
Expenses Before Reductions(e)(f)
1.12%
1.11%
1.11%
1.14%
1.15%
Expenses Net of Reductions(e)
1.12%
1.11%
1.11%
1.14%
1.14%
Expenses Net of Reductions, Excluding Expenses Paid Indirectly(e)(g)
1.12%
1.11%
1.11%
1.14%
1.15%
Portfolio Turnover Rate(h)
140%
82%
74%
50%
74%(d)
(a)
Period from commencement of operations.
(b)
Less than $0.005.
(c)
The return includes reinvested dividends and fund level expenses, but excludes insurance contract charges. If these charges were included, the returns would have been lower.
(d)
Not annualized.
(e)
Annualized for periods less than one year.
(f)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(g)
Expenses net of reductions excludes expenses paid indirectly, pursuant to a "commission recapture" program, which is used to pay certain Fund Expenses.
(h)
Portfolio turnover rate can be volatile due to the amount and timing of purchases and sales of fund shares during the period.
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AZL DFA Emerging Markets Core Equity Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
     
 
Year Ended December 31, 2016
April 27,
2015 to
December 31,
2015(a)
Net Asset Value, Beginning of Period
$7.53
$10.00
Investment Activities:
 
 
Net Investment Income/(Loss)
0.10
0.06
Net Realized and Unrealized Gains/(Losses) on Investments
0.85
(2.53)
Total from Investment Activities
0.95
(2.47)
Dividends to Shareholders From:
   
Net Investment Income
(0.07)
Total Dividends
(0.07)
Net Asset Value, End of Period
$8.41
$7.53
Total Return(b)
12.63%
(24.70)%(c)
Ratios to Average Net Assets/Supplemental Data:
 
 
Net Assets, End of Period (000's)
$58,002
$61,691
Net Investment Income/(Loss)(d)
1.03%
1.02%
Expenses Before Reductions(d)(e)
2.03%
2.00%
Expenses Net of Reductions(d)
1.50%
1.60%
Portfolio Turnover Rate
16%
26%(c)
(a)
For the period April 27, 2015 (commencement of operations) to December 31, 2015.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Not annualized.
(d)
Annualized for periods less than one year.
(e)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
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AZL DFA International Core Equity Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
     
 
Year Ended December 31, 2016
April 27,
2015 to
December 31,
2015(a)
Net Asset Value, Beginning of Period
$9.03
$10.00
Investment Activities:
 
 
Net Investment Income/(Loss)
0.11
0.08
Net Realized and Unrealized Gains/(Losses) on Investments
0.17
(1.05)
Total from Investment Activities
0.28
(0.97)
Dividends to Shareholders From:
   
Net Investment Income
(0.10)
Total Dividends
(0.10)
Net Asset Value, End of Period
$9.21
$9.03
Total Return(b)
3.17%
(9.70)%(c)
Ratios to Average Net Assets/Supplemental Data:
 
 
Net Assets, End of Period (000's)
$252,697
$170,273
Net Investment Income/(Loss)(d)
1.62%
1.19%
Expenses Before Reductions(d)(e)
1.39%
1.39%
Expenses Net of Reductions(d)
1.19%
1.19%
Portfolio Turnover Rate
11%
4%(c)
(a)
For the period April 27, 2015 (commencement of operations) to December 31, 2015.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Not annualized.
(d)
Annualized for periods less than one year.
(e)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
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AZL DFA U.S. Core Equity Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
     
 
Year Ended December 31, 2016
April 27,
2015 to
December 31,
2015(a)
Net Asset Value, Beginning of Period
$9.49
$10.00
Investment Activities:
 
 
Net Investment Income/(Loss)
0.13
0.08
Net Realized and Unrealized Gains/(Losses) on Investments
1.21
(0.59)
Total from Investment Activities
1.34
(0.51)
Dividends to Shareholders From:
   
Net Investment Income
(0.09)
Total Dividends
(0.09)
Net Asset Value, End of Period
$10.74
$9.49
Total Return(b)
14.25%
(5.10)%(c)
Ratios to Average Net Assets/Supplemental Data:
 
 
Net Assets, End of Period (000's)
$582,088
$557,576
Net Investment Income/(Loss)(d)
1.24%
1.12%
Expenses Before Reductions(d)(e)
1.10%
1.12%
Expenses Net of Reductions(d)
0.84%
0.86%
Portfolio Turnover Rate
10%
12%(c)
(a)
For the period April 27, 2015 (commencement of operations) to December 31, 2015.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Not annualized.
(d)
Annualized for periods less than one year.
(e)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
100



AZL DFA U.S. Small Cap Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
     
 
Year Ended December 31, 2016
April 27,
2015 to
December 31,
2015(a)
Net Asset Value, Beginning of Period
$9.20
$10.00
Investment Activities:
 
 
Net Investment Income/(Loss)
0.07
0.03
Net Realized and Unrealized Gains/(Losses) on Investments
2.21
(0.83)
Total from Investment Activities
2.28
(0.80)
Dividends to Shareholders From:
   
Net Investment Income
(0.04)
Net Realizied Gains
(0.02)
Total Dividends
(0.06)
Net Asset Value, End of Period
$11.42
$9.20
Total Return(b)
24.90%
(8.00)%(c)
Ratios to Average Net Assets/Supplemental Data:
 
 
Net Assets, End of Period (000's)
$208,012
$208,531
Net Investment Income/(Loss)(d)
0.56%
0.50%
Expenses Before Reductions(d)(e)
1.14%
1.18%
Expenses Net of Reductions(d)
0.99%
1.03%
Portfolio Turnover Rate
9%
10%(c)
(a)
For the period April 27, 2015 (commencement of operations) to December 31, 2015.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Not annualized.
(d)
Annualized for periods less than one year.
(e)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
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AZL Gateway Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period
$11.96
$11.87
$11.65
$10.83
$10.44
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.17
0.15
0.13
0.13
0.06
Net Realized and Unrealized Gains/(Losses) on Investments
0.40
0.08
0.23
0.78
0.37
Total from Investment Activities
0.57
0.23
0.36
0.91
0.43
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.24)
(0.14)
(0.14)
(0.09)
(0.04)
Total Dividends
(0.24)
(0.14)
(0.14)
(0.09)
(0.04)
Net Asset Value, End of Period
$12.29
$11.96
$11.87
$11.65
$10.83
Total Return(a)
4.84%
1.98%
3.09%
8.44%
4.15%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$178,951
$200,708
$217,753
$212,164
$169,796
Net Investment Income/(Loss)
1.19%
1.11%
1.14%
1.35%
1.74%
Expenses Before Reductions(b)
1.10%
1.10%
1.10%
1.11%
1.14%
Expenses Net of Reductions
1.10%
1.10%
1.10%
1.10%
1.11%
Expenses Net of Reductions, Excluding Expenses Paid Indirectly(c)
1.10%
1.10%
1.10%
1.11%
1.14%
Portfolio Turnover Rate
20%
5%
18%
16%
5%
 (a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(c)
Expenses net of reductions excludes expenses paid indirectly, pursuant to a "commission recapture" program, under which brokers remit a portion of the brokerage commission which is used to pay certain Fund expenses. See note 2 in the Notes to the Financial Statements.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
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AZL Government Money Market Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period
$1.00
$1.00
$1.00
$1.00
$1.00
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
—(a)
—(a)
—(a)
—(a)
—(a)
Net Realized and Unrealized Gains/(Losses) on Investments
—(a)
—(a)
—(a)
—(a)
—(a)
Total from Investment Activities
Dividends to Shareholders From:
   
 
 
 
Net Realized Gains
—(a)
—(a)
—(a)
—(a)
—(a)
Total Dividends
—(a)
—(a)
—(a)
—(a)
—(a)
Net Asset Value, End of Period
$1.00
$1.00
$1.00
$1.00
$1.00
Total Return(b)
0.01%
0.01%
0.01%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$663,004
$687,635
$700,335
$806,642
$872,062
Net Investment Income/(Loss)
Expenses Before Reductions(c)
0.65%
0.65%
0.65%
0.65%
0.66%
Expenses Net of Reductions(d)
0.44%(d)
0.26%
0.20%
0.22%(d)
0.29%(d)
(a)
Represents less than $0.005.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(d)
The expense ratio for the period reflects the reduction of certain expenses to maintain a certain minimum yield.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
103



AZL International Index Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period (Class 1)*
$10.00
       
Investment Activities:
         
Net Investment Income/(Loss)
0.12
       
Net Realized and Unrealized Gains/(Losses) on Investments
(0.05)
       
Total from Investment Activities
0.07
       
Net Asset Value, End of Period
$10.07
       
Total Return(a)
0.70%(b)
       
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$123,158
       
Net Investment Income/(Loss)(c)
1.19%
       
Expenses Before Reductions(d)(c)
0.40%
       
Expenses Net of Reductions(c)
0.40%
       
Portfolio Turnover Rate(e)
55%(f)
       
Net Asset Value, Beginning of Period (Class 2)
$14.42
$15.28
$16.57
$13.93
$12.03
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.15
0.58
0.42
0.29
0.26
Net Realized and Unrealized Gains/(Losses) on Investments
(0.10)
(0.79)
(1.43)
2.65
1.89
Total from Investment Activities
0.05
(0.21)
(0.99)
2.94
2.15
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.37)
(0.65)
(0.30)
(0.30)
(0.25)
Total Dividends
(0.37)
(0.65)
(0.30)
(0.30)
(0.25)
Net Asset Value, End of Period
$14.10
$14.42
$15.28
$16.57
$13.93
Total Return(a)
0.37%
(1.39)%
(6.18)%
21.36%
18.04%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$1,605,552
$576,330
$863,302
$808,196
$567,238
Net Investment Income/(Loss)
2.11%
2.16%
2.88%
2.23%
2.66%
Expenses Before Reductions(d)
0.71%
0.75%
0.75%
0.76%
0.80%
Expenses Net of Reductions
0.71%
0.74%
0.75%
0.76%
0.77%
Portfolio Turnover Rate(e)
55%(f)
13%
3%
2%
3%
*
For the period October 17, 2016 (commencement of operations) to December 31, 2016.
(a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Not annualized.
(c)
Annualized for periods less than one year.
(d)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(e)
Portfolio turnover rate is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued. Not annualized for periods less than one year.
(f)
Cost of purchases and proceeds from sales of portfolio securities incurred to realign the Fund's portfolio after the fund merger are excluded from the portfolio turnover rate. If such amounts had not been excluded, the portfolio turnover rate would have been 55%.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
104



AZL MetWest Total Return Bond Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
 
2016
2015
November 17, 2014 to December 31, 2014(a)
Net Asset Value, Beginning of Period
$10.01
$10.07
$10.00
Investment Activities:
   
 
Net Investment Income/(Loss)
0.16
0.11
0.01
Net Realized and Unrealized Gains/(Losses) on Investments
0.07
(0.13)
0.06
Total from Investment Activities
0.23
(0.02)
0.07
Dividends to Shareholders From:
     
Net Investment Income
(0.11)
(0.01)
Net Realized Gains
(0.06)
(0.03)
Total Dividends
(0.17)
(0.04)
Net Asset Value, End of Period
$10.07
$10.01
$10.07
Total Return(b)
2.30%
(0.20)%
0.70%(c)
Ratios to Average Net Assets/Supplemental Data:
   
 
Net Assets, End of Period (000's)
$359,253
$392,669
$415,586
Net Investment Income/(Loss)(d)
1.45%
1.02%
0.56%
Expenses Before Reductions(d)(e)
0.91%
0.89%
0.91%
Expenses Net of Reductions(d)
0.86%
0.84%
0.86%
Portfolio Turnover Rate
185%
256%
27%(c)
(a)
Period from commencement of operations.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Not annualized.
(d)
Annualized for periods less than one year.
(e)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
105



AZL Mid Cap Index Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period (Class1)*
$10.00
       
Investment Activities:
         
Net Investment Income/(Loss)
0.12
       
Net Realized and Unrealized Gains/(Losses) on Investments
0.78
       
Total from Investment Activities
0.90
       
Net Asset Value, End of Period
$10.90
       
Total Return(a)
9.00%(b)
       
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$54,300
       
Net Investment Income/(Loss)(c)
1.26%
       
Expenses Before Reductions(c)(d)
0.31%
       
Expenses Net of Reductions(c)
0.31%
       
Portfolio Turnover Rate(e)
86%(f)
       
Net Asset Value, Beginning of Period (Class 2)
$21.10
$23.49
$22.43
$17.27
$15.10
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.13
0.30
0.19
0.14
0.14
Net Realized and Unrealized Gains/(Losses) on Investments
3.67
(0.91)
1.85
5.47
2.45
Total from Investment Activities
3.80
(0.61)
2.04
5.61
2.59
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.24)
(0.27)
(0.16)
(0.14)
(0.07)
Net Realized Gains
(3.21)
(1.51)
(0.82)
(0.31)
(0.35)
Total Dividends
(3.45)
(1.78)
(0.98)
(0.45)
(0.42)
Net Asset Value, End of Period
$21.45
$21.10
$23.49
$22.43
$17.27
Total Return(a)
19.52%
(2.67)%
9.21%
32.71%
17.22%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$1,222,550
$406,092
$554,440
$492,994
$311,979
Net Investment Income/(Loss)
1.14%
0.95%
0.88%
0.86%
1.04%
Expenses Before Reductions(d)
0.57%
0.57%
0.57%
0.58%
0.60%
Expenses Net of Reductions
0.57%
0.57%
0.57%
0.58%
0.60%
Portfolio Turnover Rate(e)
86%(f)
26%
13%
12%
9%
*
For the period October 17, 2016 (commencement of operations) to December 31, 2016.
(a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Not annualized.
(c)
Annualized for periods less than one year.
(d)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(e)
Portfolio turnover rate is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued. Not annualized for periods less than one year.
(f)
Cost of purchases and proceeds from sales of portfolio securities incurred to realign the Fund's portfolio after the fund merger are excluded from the portfolio turnover rate. If such amounts had not been excluded, the portfolio turnover rate would have been 86%.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
106



AZL Morgan Stanley Global Real Estate Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period (Class 1)*
$10.00
       
Investment Activities:
         
Net Investment Income/(Loss)
_^+
       
Net Realized and Unrealized Gains/(Losses) on Investments
0.05
       
Total from Investment Activities
0.05
       
Net Asset Value, End of Period
$10.05
       
Total Return(a)
0.50%(b)
       
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$27,302
       
Net Investment Income/(Loss)(c)
0.13%
       
Expenses Before Reductions(c)(d)
1.04%
       
Expenses Net of Reductions(c)
1.03%
       
Portfolio Turnover Rate(e)
52%
       
Net Asset Value, Beginning of Period (Class 2)
$10.51
$11.11
$9.86
$9.99
$7.82
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.20^
0.22
0.18
0.16
0.16
Net Realized and Unrealized Gains/(Losses) on Investments
0.13
(0.39)
1.17
0.14
2.16
Total from Investment Activities
0.33
(0.17)
1.35
0.30
2.32
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.16)
(0.43)
(0.10)
(0.43)
(0.15)
Total Dividends
(0.16)
(0.43)
(0.10)
(0.43)
(0.15)
Net Asset Value, End of Period
$10.68
$10.51
$11.11
$9.86
$9.99
Total Return(a)
3.14%
(1.34)%
13.77%
3.02%
29.86%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$115,339
$159,821
$187,892
$181,795
$183,841
Net Investment Income/(Loss)
1.84%
1.70%
1.67%
1.43%
1.69%
Expenses Before Reductions(d)
1.29%
1.29%
1.29%
1.29%
1.34%
Expenses Net of Reductions
1.29%
1.29%
1.28%
1.29%
1.34%
Portfolio Turnover Rate(e)
52%
25%
32%
29%
34%
*
For the period October 17, 2016 (commencement of operations) to December 31, 2016.
^
Average shares method used in calculation.
+
Represents less than $0.005.
(a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Not annualized.
(c)
Annualized for periods less than one year.
(d)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated. Not annualized for periods less than one year.
(e)
Portfolio turnover rate is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
107



AZL Pyramis® Total Bond Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
   
 
2016
2015
2014
2013
September 5, 2012
to
December 31,
2012(a)
Net Asset Value, Beginning of Period (Class 1)*
$10.00
       
Investment Activities:
         
Net Investment Income/(Loss)
0.24
       
Net Realized and Unrealized Gains/(Losses) on Investments
(0.47)
       
Total from Investment Activities
(0.23)
       
Net Asset Value, End of Period
$9.77
       
Total Return(b)
(2.30)%(c)
       
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$25,981
       
Net Investment Income/(Loss)(d)
3.03%
       
Expenses Before Reductions(d)(e)
0.59%
       
Expenses Net of Reductions(d)
0.59%
       
Portfolio Turnover Rate(f)
119%
       
Net Asset Value, Beginning of Period (Class 2)
$9.85
$10.14
$9.78
$10.06
$10.00
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.26
0.31
0.18
0.12
0.02
Net Realized and Unrealized Gains/(Losses) on Investments
0.29
(0.40)
0.34
(0.34)
0.04
Total from Investment Activities
0.55
(0.09)
0.52
(0.22)
0.06
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.34)
(0.20)
(0.16)
(0.04)
Net Realized Gains
(0.01)
(0.02)
Total Dividends
(0.35)
(0.20)
(0.16)
(0.06)
Net Asset Value, End of Period
$10.05
$9.85
$10.14
$9.78
$10.06
Total Return(b)
5.51%
(0.89)%
5.37%
(2.20)%
0.60%(c)
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$568,216
$433,205
$457,287
$370,623
$357,699
Net Investment Income/(Loss)(d)
3.06%
2.93%
2.11%
1.24%
0.78%
Expenses Before Reductions(d)(e)
0.83%
0.82%
0.81%
0.81%
0.80%
Expenses Net of Reductions(d)
0.83%
0.82%
0.81%
0.81%
0.80%
Portfolio Turnover Rate(f)
119%
123%
421%
488%
303%(c)
*
For the period October 31, 2016 (commencement of operations) to December 31, 2016.
(a)
Period from commencement of operations.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Not annualized.
(d)
Annualized for periods less than one year.
(e)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(f)
The portfolio turnover rate can be volatile due to the amount and timing of purchases and sales of fund shares during the period.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
108



AZL Russell 1000 Growth Index Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period (Class1)*
$10.00
       
Investment Activities:
         
Net Investment Income/(Loss)
0.03
       
Net Realized and Unrealized Gains/(Losses) on Investments
0.25
       
Total from Investment Activities
0.28
       
Net Asset Value, End of Period
$10.28
       
Total Return(a)
2.80%(b)
       
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$49,297
       
Net Investment Income/(Loss)(c)
1.26%
       
Expenses Before Reductions(c)(d)
0.50%
       
Expenses Net of Reductions(c)
0.45%
       
Portfolio Turnover Rate(e)
158%(f)
       
Net Asset Value, Beginning of Period (Class 2)
$15.32
$17.11
$16.55
$12.63
$11.10
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.04
0.19
0.17
0.18
0.12
Net Realized and Unrealized Gains/(Losses) on Investments
0.84
0.54
1.80
3.90
1.48
Total from Investment Activities
0.88
0.73
1.97
4.08
1.60
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.16)
(0.19)
(0.17)
(0.16)
(0.07)
Net Realized Gains
(3.05)
(2.33)
(1.24)
Total Dividends
(3.21)
(2.52)
(1.41)
(0.16)
(0.07)
Net Asset Value, End of Period
$12.99
$15.32
$17.11
$16.55
$12.63
Total Return(a)
6.43%
4.86%
12.21%
32.48%
14.40%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$1,065,322
$101,530
$130,259
$144,335
$145,865
Net Investment Income/(Loss)
0.99%
0.86%
0.83%
0.89%
1.09%
Expenses Before Reductions(d)
0.77%
0.78%
0.78%
0.78%
0.80%
Expenses Net of Reductions
0.72%
0.78%
0.78%
0.78%
0.80%
Portfolio Turnover Rate(e)
158%(f)
14%
13%
13%
16%
*
For the period October 17, 2016 (commencement of operations) to December 31, 2016.
(a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Not annualized.
(c)
Annualized for periods less than one year.
(d)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(e)
Portfolio turnover rate is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued. Not annualized for periods less than one year.
(f)
Cost of purchases and proceeds from sales of portfolio securities incurred to realign the Fund's portfolio after the fund merger are excluded from the portfolio turnover rate. If such amounts had not been excluded, the portfolio turnover rate would have been 158%
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
109



AZL Russell 1000 Value Index Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
   
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period (Class 1)*
$10.00
       
Investment Activities:
         
Net Investment Income/(Loss)
0.08
       
Net Realized and Unrealized Gains/(Losses) on Investments
0.71
       
Total from Investment Activities
0.79
       
Net Asset Value, End of Period
$10.79
       
Total Return(a)
7.90%(b)
       
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$187,248
       
Net Investment Income/(Loss)(c)
2.11%
       
Expenses Before Reductions(c)(d)
0.51%
       
Expenses Net of Reductions(c)
0.46%
       
Portfolio Turnover Rate(e)
131%(f)
       
Net Asset Value, Beginning of Period (Class 2)
$12.91
$14.82
$14.70
$11.84
$10.36
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.11
0.22
0.24
0.31
0.20
Net Realized and Unrealized Gains/(Losses) on Investments
1.85
(0.92)
1.55
3.35
1.52
Total from Investment Activities
1.96
(0.70)
1.79
3.66
1.72
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.25)
(0.23)
(0.23)
(0.29)
(0.15)
Net Realized Gains
(1.23)
(0.98)
(1.44)
(0.51)
(0.09)
Total Dividends
(1.48)
(1.21)
(1.67)
(0.80)
(0.24)
Net Asset Value, End of Period
$13.39
$12.91
$14.82
$14.70
$11.84
Total Return(a)
16.15%
(4.42)%
12.59%
31.52%
16.63%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$991,296
$193,094
$219,158
$205,807
$224,382
Net Investment Income/(Loss)
2.05%
1.54%
1.60%
1.54%
1.85%
Expenses Before Reductions(d)
0.77%
0.77%
0.76%
0.77%
0.78%
Expenses Net of Reductions
0.72%
0.77%
0.76%
0.77%
0.78%
Portfolio Turnover Rate(e)
131%(f)
16%
16%
11%
18%
*
For the period October 17, 2016 (commencement of operations) to December 31, 2016.
(a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Not annualized.
(c)
Annualized for periods less than one year.
(d)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(e)
Portfolio turnover rate is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued. Not annualized for periods less than one year.
(f)
Cost of purchases and proceeds from sales of portfolio securities incurred to realign the Fund's portfolio after the fund merger are excluded from the portfolio turnover rate. If such amounts had not been excluded, the portfolio turnover rate would have been 131%
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
110



AZL S&P 500 Index Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Class 1 – Net Asset Value, Beginning of Period
$14.31
$14.50
$12.96
$9.95
$8.71
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.28(a)
0.27(a)
0.24(a)
0.21(a)
0.19(a)
Net Realized and Unrealized Gains/(Losses) on Investments
1.30
(0.12)
1.49
2.96
1.17
Total from Investment Activities
1.58
0.15
1.73
3.17
1.36
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.31)
(0.34)
(0.19)
(0.16)
(0.12)
Net Realized Gains
(1.43)
-
-
-
-
Total Dividends
(1.74)
(0.34)
(0.19)
(0.16)
(0.12)
Net Asset Value, End of Period
$14.15
$14.31
$14.50
$12.96
$9.95
Total Return(b)
11.79%
1.16%
13.41%
32.02%
15.66%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$72,604
$20,022
$21,304
$19,334
$14,828
Net Investment Income/(Loss)
1.98%
1.86%
1.76%
1.81%
2.00%
Expenses Before Reductions(c)
0.24%
0.24%
0.24%
0.24%
0.26%
Expenses Net of Reductions
0.24%
0.24%
0.24%
0.24%
0.26%
Portfolio Turnover Rate(d)
23%
8%
3%
4%
3%
Class 2 – Net Asset Value, Beginning of Period
$14.23
$14.40
$12.88
$9.90
$8.67
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.24(a)
0.23(a)
0.20(a)
0.18(a)
0.17(a)
Net Realized and Unrealized Gains/(Losses) on Investments
1.29
(0.11)
1.48
2.94
1.17
Total from Investment Activities
1.53
0.12
1.68
3.12
1.34
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.27)
(0.29)
(0.16)
(0.14)
(0.11)
Net Realized Gains
(1.43)
       
Total Dividends
(1.70)
(0.29)
(0.16)
(0.14)
(0.11)
Net Asset Value, End of Period
$14.06
$14.23
$14.40
$12.88
$9.90
Total Return(b)
11.45%
0.95%
13.12%
31.66%
15.42%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$2,562,218
$1,223,566
$1,743,919
$1,547,689
$1,019,853
Net Investment Income/(Loss)
1.75%
1.58%
1.51%
1.56%
1.77%
Expenses Before Reductions(c)
0.49%
0.49%
0.49%
0.49%
0.51%
Expenses Net of Reductions
0.49%
0.49%
0.49%
0.49%
0.51%
Portfolio Turnover Rate(d)
23%
8%
3%
4%
3%
(a)
Average shares method used in calculation.
(b)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(c)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(d)
Portfolio turnover rate is calculated on the basis of the fund as a whole without distinguishing between classes of shares issued.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
111



AZL Small Cap Stock Index Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period (Class 1)*
$10.00
       
Investment Activities:
         
Net Investment Income/(Loss)
0.06
       
Net Realized and Unrealized Gains/(Losses) on Investments
1.32
       
Total from Investment Activities
1.38
       
Net Asset Value, End of Period
$11.38
       
Total Return(a)
13.80%(b)
       
Ratios to Average Net Assets/Supplemental Data:
         
Net Assets, End of Period (000's)
$54,672
       
Net Investment Income/(Loss)(c)
1.46%
       
Expenses Before Reductions(c)(d)
0.32%
       
Expenses Net of Reductions(c)
0.32%
       
Portfolio Turnover Rate(e)(f)
86%(g)
       
Net Asset Value, Beginning of Period (Class 2)
$13.49
$15.43
$15.65
$11.39
$9.87
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.07
0.19
0.12
0.09
0.13
Net Realized and Unrealized Gains/(Losses) on Investments
3.06
(0.58)
0.65
4.50
1.43
Total from Investment Activities
3.13
(0.39)
0.77
4.59
1.56
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.16)
(0.17)
(0.09)
(0.14)
(0.04)
Net Realized Gains
(2.23)
(1.38)
(0.90)
(0.19)
Total Dividends
(2.39)
(1.55)
(0.99)
(0.33)
(0.04)
Net Asset Value, End of Period
$14.23
$13.49
$15.43
$15.65
$11.39
Total Return(a)
25.71%
(2.49)%
5.23%
40.62%
15.82%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$909,979
$276,006
$381,585
$383,152
$267,053
Net Investment Income/(Loss)
1.19%
0.96%
0.81%
0.71%
1.33%
Expenses Before Reductions(d)
0.58%
0.59%
0.59%
0.59%
0.61%
Expenses Net of Reductions
0.58%
0.59%
0.59%
0.59%
0.61%
Portfolio Turnover Rate(e)(f)
86%(g)
16%
14%
17%
10%
*
For the period October 17, 2016 (commencement of operations) to December 31, 2016.
(a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Not annualized.
(c)
Annualized for periods less than one year.
(d)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(e)
The portfolio turnover rate can be volatile due to the amount and timing of purchases and sales of fund shares during the period.
(f)
The portfolio turnover rate is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued. Not annualized for periods less than a year.
(g)
Cost of purchases and proceeds from sales of portfolio securities incurred to realign the Fund's portfolio after the fund merger are excluded from the portfolio turnover rate. If such amounts had not been excluded, the portfolio turnover rate would have been 86%.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
112



AZL T. Rowe Price Capital Appreciation Fund
(Selected data for a share of beneficial interest outstanding throughout the periods indicated)
 
Year Ended December 31,
 
2016
2015
2014
2013
2012
Net Asset Value, Beginning of Period
$16.04
$15.90
$15.84
$12.29
$10.98
Investment Activities:
   
 
 
 
Net Investment Income/(Loss)
0.21
0.11
0.11
0.07
0.13
Net Realized and Unrealized Gains/(Losses) on Investments
1.03
0.68
1.69
3.60
1.22
Total from Investment Activities
1.24
0.79
1.80
3.67
1.35
Dividends to Shareholders From:
   
 
 
 
Net Investment Income
(0.12)
(0.10)
(0.06)
(0.12)
(0.04)
Net Realized Gains
(0.68)
(0.55)
(1.68)
Total Dividends
(0.80)
(0.65)
(1.74)
(0.12)
(0.04)
Net Asset Value, End of Period
$16.48
$16.04
$15.90
$15.84
$12.29
Total Return(a)
7.84%
5.07%
11.77%
29.94%
12.32%
Ratios to Average Net Assets/Supplemental Data:
   
 
 
 
Net Assets, End of Period (000's)
$997,346
$1,150,906
$787,570
$519,248
$420,994
Net Investment Income/(Loss)
1.10%
0.98%
0.93%
0.44%
1.14%
Expenses Before Reductions(b)
1.05%
1.05%
1.05%
1.06%
1.07%
Expenses Net of Reductions
1.00%
1.00%
1.00%
1.01%
1.02%
Expenses Net of Reductions, Excluding Expenses Paid Indirectly(c)
1.00%
1.00%
1.00%
1.01%
1.03%
Portfolio Turnover Rate
89%
73%
72%
122%
24%
(a)
The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.
(b)
Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.
(c)
Expenses net of reductions excludes expenses paid indirectly, pursuant to a "commission recapture" program, under which brokers remit a portion of the brokerage commission which is used to pay certain Fund expenses. See note 2 in the Notes to the Financial Statements.
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017
113




FOR MORE INFORMATION


This Prospectus is intended for use only when accompanied or preceded by a variable product prospectus.

MORE INFORMATION ABOUT THE FUNDS

The following documents are available free upon request:
Annual/Semi-Annual Reports (Shareholder Reports):
Each Fund's annual and semi-annual reports to shareholders contain additional information about the Funds' investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund's performance, except the AZL Government Money Market Fund, during its last fiscal year.
Proxy Voting Records:
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available without charge.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Funds, including their respective operations and investment policies. It is incorporated by reference and is legally considered a part of this Prospectus.
Shareholder Inquiries:
Shareholders in the Fund may make inquiries to the Fund by contacting the Fund at the address or the toll-free number set forth in the table below.
Your request for free documents may be made in the following ways:
Shareholder Reports
and the SAI
Contact a broker or investment adviser that sells products that offer the Funds.
Contact the Funds at:
4400 Easton Commons, Suite 200, Columbus, Ohio 43219
(toll-free) 1-800-624-0197
Access the Allianz Life website at:
www.allianzlife.com/VariableInvestments
(for the SAI)
www.allianzlife.com/shareholderreports
(for the shareholder reports)
Proxy Voting Records
Access the Allianz Life website at:
www.allianzlife.com/VariableInvestments

INFORMATION FROM THE SECURITIES AND EXCHANGE COMMISSION

You can review information about the Funds (including the SAI), and obtain copies, after paying a duplicating fee, from the SEC as follows:
In Person:
Public Reference Room in Washington, D.C. (For their hours of operation, call 1-202-551-8090.)
By Mail:
Securities and Exchange Commission
Public Reference Section
100 F Street NE
Washington, D.C. 20549
On the EDGAR database via the Internet:
www.sec.gov
By electronic request:
publicinfo@sec.gov
The SEC charges a fee to copy any documents.
Investment Company Act file no. 811-09491
The Allianz Variable Insurance Products Trust ¨Prospectus¨ May 1, 2017


114


PART B - SAI
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
(THE "TRUST")
Statement of Additional Information dated May 1, 2017
AZL® BlackRock Global Allocation Fund
AZL® DFA Emerging Markets Core Equity Fund
AZL® DFA International Core Equity Fund
AZL® DFA U.S. Core Equity Fund
AZL® DFA U.S. Small Cap Fund
AZL® Gateway Fund
AZL® Government Money Market Fund
AZL® International Index Fund, Class 1 and Class 2
AZL® MetWest Total Return Bond Fund
AZL® Mid Cap Index Fund, Class 1 and Class 2
AZL® Morgan Stanley Global Real Estate Fund, Class 1 and Class 2
AZL® Pyramis® Total Bond Fund, Class 1 and Class 2
AZL® Russell 1000 Growth Index Fund, Class 1 and Class 2
AZL® Russell 1000 Value Index Fund, Class 1 and Class 2
AZL® S&P 500 Index Fund, Class 1 and Class 2
AZL® Small Cap Stock Index Fund, Class 1 and Class 2
AZL® T. Rowe Price Capital Appreciation Fund
This Statement of Additional Information is not a prospectus, but should be read in conjunction with the Prospectus for the Trust dated May 1, 2017, which may be supplemented from time to time. This Statement of Additional Information is incorporated by reference in its entirety into the Prospectus. Copies of the Prospectus and Shareholder Reports may be obtained without charge, upon request, by writing the Trust at 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, or by calling toll free 1-800-624-0197.
This Statement of Additional Information may contain information on Funds not available under your Contract. Please refer to your Contract prospectus for information regarding the investment options available to you.



TABLE OF CONTENTS
History of the Trust
4
Investment Strategies and Policies
4
The Funds
4
Additional Information on Portfolio Instruments and Investment Policies
5
Asset-Backed Securities
5
Asset-Based Securities
6
Bank Loans
6
Bank Obligations
7
Commercial Paper
8
Common Stocks
8
Contracts for Difference ("CFDs")
8
Convertible Securities
8
Corporate Debt Securities
9
Delayed Funding Loans and Revolving
 
Credit Facilities
10
Derivative Instruments
10
Distressed Securities
11
Event-Linked Exposure
12
Exchange Traded Notes ("ETNs")
12
Foreign Currency Options and Futures Transactions
13
Foreign Securities
13
Forward Foreign Currency Exchange Contracts
15
Futures
16
Futures and Options Investment Risks
16
Guaranteed Investment Contracts
17
Limited Partnership Interests
17
Illiquid Securities
17
Inflation-Indexed Bonds
18
Inflation-Indexed Securities
18
Initial Public Offerings
19
Investment Company Securities
19
Lending of Portfolio Securities
20
Loan Participations and Assignments
20
Mortgage-Related Securities
21
Options
23
Preferred Stocks
24
Private Investments in Public Equity
24
Real Estate Investment Trusts ("REITs")
24
Repurchase Agreements
25
Reverse Repurchase Agreements and Dollar Roll Agreements
25
Risks of Techniques Involving Leverage
25
Short Sales Against the Box
26
Small Company Stocks
27
Special Situation Companies
27
Structured Notes
27
Swap Agreements
27
Taxable and Tax-Exempt Municipal Securities
29
U.S. Government Obligations
29
Variable and Floating Rate Demand
 
and Master Demand Notes
29
Warrants and Rights
30
When-Issued and Delayed Delivery Securities
30
Zero Coupon and Pay-In-Kind Securities
30
AZL BlackRock Global Allocation Fund –
 
Investments in the Subsidiary
30
AZL MidCap Index Fund and
 
AZL Russell 1000 Growth Index Fund –
 
Investments in Privately Placed Securities
32
Investment Restrictions
33
Portfolio Turnover
34
Other Fund Policies
35
Disclosure of Portfolio Holdings
35
Additional Purchase and Redemption Information
37
Net Asset Value
38
Valuation of the government Money Market Fund
38
Valuation of the Non‑Money Market Funds
38
Redemption in Kind
39
Management of the Trust
39
Trustees and Officers
39
Trustee Holdings
44
Control Persons and Principal Holders of Securities
45
The Manager
45
The Subadvisers
48
BlackRock Advisors, LLC
51
BlackRock Investment Management, LLC
51
Dimensional Fund Advisors LP
51
FIAM LLC
51
Gateway Investment Advisers, LLC
51
Metropolitan West Asset Management, LLC
51
Morgan Stanley Investment Management Inc.
51
T. Rowe Price Associates, Inc.
52
Other Managed Accounts
52
Potential Material Conflicts of Interest
54
Portfolio Manager Compensation
55
Portfolio Manager Ownership of
 
Securities in the Funds
64
Affiliated Persons
64
Portfolio Transactions
64
Affiliated Brokers
65
Administrator and Fund Accountant
68
Distributor
70
Custodian
72
Transfer Agent
72
Independent Registered Public Accounting Firm
72
Legal Counsel
72
Codes of Ethics
72
Licensing Arrangements
72
Additional Information
74
Description of Shares
74
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
2


Vote of a Majority of the Outstanding Shares
75
Additional Tax Information
75
Performance Information
78
Yields of the government Money Market Fund
79
Yields of the Non‑Money Market Funds
79
Calculation of Total Return
80
Miscellaneous
80
Financial Statements
80
Proxy Voting Policies and Procedures
81
Appendix A
81
Commercial Paper Ratings
81
Corporate and Long‑Term Debt Ratings
83
Appendix B – Proxy Voting Policies
85
Allianz Variable Insurance Products Trust
85
Allianz Investment Management LLC
88
BlackRock
94
Dimensional
100
FIAM LLC
103
Gateway Investment Advisers, LLC
109
Metropolitan West Asset Management, LLC
110
Morgan Stanley Investment Management
115
T. Rowe Price Associates, Inc.
124

The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
3



HISTORY OF THE TRUST

The Trust is an open‑end investment management company organized in July 1999 as a Delaware business trust comprised of 23 separate investment portfolios, which are classified as "diversified" within the meaning of the 1940 Act.  The Trust currently offers 22 variable net asset value funds and one government money market fund.
The Trust is established exclusively for the purpose of providing an investment vehicle for variable annuity contracts and variable life insurance policies offered by the separate accounts of various life insurance companies (the "Participating Insurance Companies"). Shares of the Trust are not offered to the general public but solely to such separate accounts (the "Separate Accounts").
Much of the information contained in this Statement of Additional Information ("SAI") expands upon subjects discussed in the Prospectus of the Trust described above. Capitalized terms not defined herein are defined in the Prospectus. No investment in shares of a Fund should be made without first reading the Trust's Prospectus.

INVESTMENT STRATEGIES AND POLICIES

THE FUNDS
AZL BlackRock Global Allocation Fund
AZL DFA Emerging Markets Core Equity Fund
AZL DFA International Core Equity Fund
AZL DFA U.S. Core Equity Fund
AZL DFA U.S. Small Cap Fund
AZL Gateway Fund
AZL Government Money Market Fund
AZL International Index Fund
AZL MetWest Total Return Bond Fund
AZL Mid Cap Index Fund
AZL Morgan Stanley Global Real Estate 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 Small Cap Stock Index Fund
AZL T. Rowe Price Capital Appreciation Fund
Temporary, Defensive Investments
As described in the Prospectus, each Fund may hold uninvested cash reserves or invest without limit in money market instruments (i.e., short term debt instruments) for temporary defensive purposes when the Subadviser has determined that market or economic conditions so warrant.
These debt obligations may include U.S. Government securities; certificates of deposit, bankers' acceptances and other short-term debt obligations of banks with total assets of at least $100,000,000; debt obligations of corporations (corporate bonds, debentures, notes and other similar corporate debt instruments); variable and floating rate demand and master demand notes; commercial paper; and repurchase agreements with respect to securities in which the Fund is authorized to invest. (See "Additional Information on Portfolio Instruments and Investment Policies – Bank Obligations," "– Commercial Paper," "– Variable and Floating Rate Demand and Master Demand Notes," "– U.S. Government Obligations,"  "– Corporate Debt Securities" and "– Repurchase Agreements").
Specific Non-Fundamental Investment Restrictions
In addition to the information shown under "Additional Information on Portfolio Instruments and Investment Policies" and the information in the section "Investment Restrictions" in this SAI, the following sets forth specific non-fundamental investment restrictions for certain Funds.
AZL Morgan Stanley Global Real Estate Fund –  The Fund shall not concentrate its investment in any one industry, except that the Fund will invest more than 25% of its total assets in the real estate industry and except that the Fund may
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
4


purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, or (iii) an exemption or other relief from the provisions of the 1940 Act, as amended from time to time.  The Fund shall not write, purchase or sell puts, calls or combinations thereof, except that the Fund may (a) write covered or fully collateralized call options, write secured put options, and enter into closing or offsetting purchase transactions with respect to such options, (b) purchase and sell options to the extent that the premiums paid for all such options owned at any time do not exceed 10% of its total assets and (c) engage in transactions in futures contracts and options on futures contracts transactions provided that such transactions are entered into for bona fide hedging purposes (or meet certain conditions as specified in regulations of the Commodities Futures Trading Commission), and provided further that the aggregate initial margin and premiums do not exceed 5% of the fair market value of the Fund's total assets.  The Fund may not make short sales of securities, unless at the time of the sale it owns or has the right to acquire an equal amount of such securities; provided that this prohibition does not apply to the writing of options or the sale of forward contracts, futures contracts, foreign currency futures contracts or related options.
AZL S&P 500 Index Fund – The Fund may not: (i) engage in arbitrage transactions, (ii) purchase warrants (other than those acquired by the Fund in units or attached to securities), (iii) sell securities short, but may sell securities short against the box, or (iv) invest more than 10% of its total assets in the securities of any single issuer or hold more than 20% of the voting securities of any single issuer.
AZL Small Cap Stock Index Fund – The Fund may not: (i) engage in arbitrage transactions, (ii) purchase warrants (other than those acquired by the Fund in units or attached to securities), (iii) sell securities short, but may sell securities short against the box, or (iv) invest more than 10% of its total assets in the securities of any single issuer or hold more than 20% of the voting securities of any single issuer.
AZL T. Rowe Price Capital Appreciation Fund – The Fund may not sell short more than 5% of its total assets. The Fund may not invest 25% or more of its investments in the securities of issuers primarily engaged in any particular industry group. The Fund will not purchase an option if the purchase would cause the total premiums (at market) of all options then owned to exceed 5% of the Fund's total assets. The Fund will not sell covered calls if the transaction would cause the total premiums (at market) of all covered calls then written to exceed 25% of the Fund's total assets.

ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS AND
INVESTMENT POLICIES

The Funds invest in a variety of securities and employ a number of investment techniques that involve certain risks. The Prospectus for the Funds highlights the principal investment strategies, investment techniques, and risks for each Fund. As noted in the Prospectus, the Funds may also employ other investment practices and may be subject to other risks, which are described below.  Because the following is a combined description of the investment strategies of all of the Funds, certain matters described in this section may not apply to your Fund or Funds.  Unless a strategy or policy described below is specifically prohibited or limited by the investment restrictions discussed in the Prospectus or in this SAI, or by applicable law, the Fund may engage in each of the practices described below without limit.
ASSET-BACKED SECURITIES
Asset-backed securities are securities backed by home equity loans, installment sale contracts, credit card receivables or other assets. Asset-backed securities are "pass-through" securities, meaning that principal and interest payments — net of expenses — made by the borrower on the underlying assets (such as credit card receivables) are passed through to a Fund. The value of asset-backed securities, like that of traditional fixed income securities, typically increases when interest rates fall and decreases when interest rates rise. However, asset-backed securities differ from traditional fixed income securities because of their potential for prepayment. The price paid by a Fund for its asset-backed securities, the yield the Fund expects to receive from such securities and the average life of the securities are based on a number of factors, including the anticipated rate of prepayment of the underlying assets. In a period of declining interest rates, borrowers may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the asset-backed securities. Moreover, when a Fund reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that a Fund purchases asset-backed securities at a premium, prepayments may result in a loss to the extent of the premium paid. If a Fund buys such securities at a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled prepayments will also accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
5


security that was considered short or intermediate-term at the time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely in response to changes in interest rates than shorter term securities, maturity extension risk could increase the volatility of the Fund. When interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed-income securities, and, as noted above, changes in market rates of interest may accelerate or retard prepayments and thus affect maturities.
ASSET-BASED SECURITIES
Certain Funds may invest in debt, preferred or convertible securities, the principal amount, redemption terms or conversion terms of which are related to the market price of some natural resource asset such as gold bullion. These securities are referred to as "asset-based securities." Generally, a Fund will purchase asset-based securities that are rated, or are issued by issuers that have outstanding debt obligations rated, investment grade (for example, AAA, AA, A or BBB by Standard & Poor's ("S&P") or Fitch Ratings ("Fitch"), or Baa by Moody's Investors Service, Inc. ("Moody's") or commercial paper rated A-1 by S&P or Prime-1 by Moody's) or by issuers that the subadviser has determined to be of similar creditworthiness. Fund may purchase asset-based securities that are below investment grade. Obligations ranked in the fourth highest rating category, while considered "investment grade," may have certain speculative characteristics and may be more likely to be downgraded than securities rated in the three highest rating categories. If an asset-based security is backed by a bank letter of credit or other similar facility, the subadviser may take such backing into account in determining the creditworthiness of the issuer. While the market prices for an asset-based security and the related natural resource asset generally are expected to move in the same direction, there may not be perfect correlation in the two price movements. Asset-based securities may not be secured by a security interest in or claim on the underlying natural resource asset. The asset-based securities in which a Fund may invest may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Certain asset-based securities may be payable at maturity in cash at the stated principal amount or, at the option of the holder, directly in a stated amount of the asset to which it is related. In such instance, a Fund generally would sell the asset-based security in the secondary market, to the extent one exists, prior to maturity if the value of the stated amount of the asset exceeds the stated principal amount and thereby realize the appreciation in the underlying asset.
Precious Metal-Related Securities – A Fund may invest in the securities of companies that explore for, extract, process or deal in precious metals (e.g., gold, silver and platinum), and in asset-based securities indexed to the value of such metals. Such securities may be purchased when they are believed to be attractively priced in relation to the value of a company's precious metal-related assets or when the values of precious metals are expected to benefit from inflationary pressure or other economic, political or financial uncertainty or instability. Based on historical experience, during periods of economic or financial instability the securities of companies involved in precious metals may be subject to extreme price fluctuations, reflecting the high volatility of precious metal prices during such periods. In addition, the instability of precious metal prices may result in volatile earnings of precious metal-related companies, which may, in turn, adversely affect the financial condition of such companies. The major producers of gold include the Republic of South Africa, Russia, Canada, the United States, Brazil and Australia. Sales of gold by Russia are largely unpredictable and often relate to political and economic considerations rather than to market forces. Economic, financial, social and political factors within South Africa may significantly affect South African gold production.
BANK LOANS
A Fund may invest in bank loans. Bank loans are generally non-investment grade floating rate instruments. Usually, they are freely callable at the issuer's option. Certain Funds may invest in fixed and floating rate loans ("Loans") arranged through private negotiations between a corporate borrower or a foreign sovereign entity and one or more financial institutions ("Lenders"). A Fund may invest in such Loans in the form of participations in Loans ("Participations") and assignments of all or a portion of Loans from third parties ("Assignments"). A Fund considers these investments to be investments in debt securities for purposes of its investment policies. Participations typically will result in the Fund having a contractual relationship only with the Lender, not with the borrower. The Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In connection with purchasing Participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loans, nor any rights of setoff against the borrower, and the Fund may not benefit directly from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Fund will assume the credit risk of both the borrower and the Lender that is selling the Participation. In the event of the insolvency of the Lender selling the Participation, the Fund may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the borrower. The Fund will acquire Participations only if the Lender interpositioned between the Fund and the borrower is
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
6


determined by the Fund's manager to be creditworthy. When the Fund purchases Assignments from Lenders, the Fund will acquire direct rights against the borrower on the Loan, and will not have exposure to a counterparty's credit risk. The Funds may enter into Participations and Assignments on a forward commitment or "when-issued" basis, whereby a Fund would agree to purchase a Participation or Assignment at set terms in the future.
A Fund may have difficulty disposing of Assignments and Participations. In certain cases, the market for such instruments is not highly liquid, and therefore the Fund anticipates that in such cases such instruments could be sold only to a limited number of institutional investors. The lack of a highly liquid secondary market may have an adverse impact on the value of such instruments and on the Fund's ability to dispose of particular Assignments or Participations in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. Assignments and Participations will not be considered illiquid so long as it is determined by the Funds' manager that an adequate trading market exists for these securities. To the extent that liquid Assignments and Participations that a Fund holds become illiquid, due to the lack of sufficient buyers or market or other conditions, the percentage of the Fund's assets invested in illiquid assets would increase.
Leading financial institutions often act as agent for a broader group of lenders, generally referred to as a syndicate. The syndicate's agent arranges the loans, holds collateral and accepts payments of principal and interest. If the agent develops financial problems, a Fund may not recover its investment or recovery may be delayed.
The Loans in which the Fund may invest are subject to the risk of loss of principal and income. Although borrowers frequently provide collateral to secure repayment of these obligations they do not always do so. If they do provide collateral, the value of the collateral may not completely cover the borrower's obligations at the time of a default. If a borrower files for protection from its creditors under the U.S. bankruptcy laws, these laws may limit a Fund's rights to its collateral. In addition, the value of collateral may erode during a bankruptcy case. In the event of a bankruptcy, the holder of a Loan may not recover its principal, may experience a long delay in recovering its investment and may not receive interest during the delay.
Furthermore, where such a security includes a contingent liability, in the event of an adverse movement in the underlying index or interest rate, a Fund may be required to pay substantial additional margin to maintain the position. The Funds may invest in leveraged inverse floating rate debt instruments ("inverse floaters").
BANK OBLIGATIONS
Funds may invest in bank obligations consisting of bankers' acceptances, certificates of deposit and time deposits.
Bankers' acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise which are "accepted" by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Bankers' acceptances invested in by the Funds will be those guaranteed by domestic and foreign banks having, at the time of investment, capital, surplus and undivided profits in excess of $100,000,000 (as of the date of their most recently published financial statements).
Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank or a savings and loan association for a definite period of time and earning a specified return. Certificates of deposit and time deposits will be those of domestic and foreign banks and savings and loan associations if (a) at the time of investment, the depository or institution has capital, surplus, and undivided profits in excess of $100,000,000 (as of the date of its most recently published financial statements), or (b) the principal amount of the instrument is insured in full by the Federal Deposit Insurance Corporation.
Certain Funds may also invest in Eurodollar certificates of deposit ("Euro CDs"), which are U.S. dollar‑denominated certificates of deposit issued by offices of foreign and domestic banks located outside the United States; Yankee certificates of deposit ("Yankee CDs") which are certificates of deposit issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the United States; Eurodollar time deposits ("ETDs") which are U.S. dollar‑denominated deposits in a foreign branch of a U.S. bank or foreign bank; and Canadian time deposits, which are basically the same as ETDs, except they are issued by Canadian offices of major Canadian banks.
Eurodollar and Yankee bank obligations are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent, Yankee) bank obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across their borders. Other risks include: adverse political and economic developments; the extent
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
7


and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes, and the expropriation or nationalization of foreign issues.
COMMERCIAL PAPER
Commercial paper consists of unsecured promissory notes issued by corporations. Except as noted below with respect to variable amount master demand notes, issues of commercial paper normally have maturities of less than nine months and fixed rates of return.
Certain Funds may invest in commercial paper rated in any rating category or not rated by an NRSRO. In general, investment in lower‑rated instruments is more risky than investment in instruments in higher‑rated categories. For a description of the rating symbols of each NRSRO, see Appendix A. The Funds may also invest in U.S. dollar denominated commercial paper, including U.S. dollar denominated commercial paper issued by a foreign corporation.
COMMON STOCKS
Certain Funds may invest in equity securities including common stocks. Common stocks are the most prevalent type of equity security. Common stockholders receive the residual value of the issuer's earnings and assets after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer's earnings directly influence the value of its common stock.
CONTRACTS FOR DIFFERENCE ("CFDS")
A Fund may invest in CFDs. A CFD is a privately negotiated contract between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument's value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. A CFD is usually terminated at the buyer's initiative. The seller of the CFD will simply match the exposure of the underlying instrument in the open market and the parties will exchange whatever payment is due.
As is the case with owning any financial instrument, there is the risk of loss associated with buying a CFD. For example, if the Fund buys a long CFD and the underlying security is worth less at the end of the contract, the Fund would be required to make a payment to the seller and would suffer a loss. Also, there may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the buyer to post additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract, and of the Fund's shares, may be reduced. The Fund will not enter into a CFD transaction that is inconsistent with its investment objective, policies and strategies.
CONVERTIBLE SECURITIES
Certain Funds may invest in convertible securities. Convertible securities give the holder the right to exchange the security for a specific number of shares of common stock, the cash value of common stock or some other equity security. Convertible securities include convertible preferred stocks, convertible bonds, notes and debentures, and other securities. Convertible securities typically involve less credit risk than common stock of the same issuer because convertible securities are "senior" to common stock – i.e., they have a prior claim against the issuer's assets. Convertible securities generally pay lower dividends or interest than non‑convertible securities of similar quality. They may also reflect changes in the value of the underlying common stock.
Certain Funds may invest in synthetic convertible securities, which are derivative positions composed of two or more different securities whose investment characteristics, taken together, resemble those of convertible securities. For example, a Fund may purchase a non-convertible debt security and a warrant or option, which enables the Fund to have a convertible-like position with respect to a company, group of companies or stock index. Synthetic convertible securities are typically offered by financial institutions and investment banks in private placement transactions. Upon conversion, the Fund generally receives an amount in cash equal to the difference between the conversion price and the then current value of the underlying security. Unlike a true convertible security, a synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the market value of a synthetic convertible is the sum of the values of its fixed-income component and its convertible component. For this reason, the values of a synthetic
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convertible and a true convertible security may respond differently to market fluctuations. A Fund's investments in synthetic convertible securities will be consistent with the Fund's investment objectives and investment strategies, including any limitations imposed on the credit quality of the Fund's permissible investments, and upon the Fund's investments in illiquid securities.
CORPORATE DEBT SECURITIES
Depending upon the prevailing market conditions, the Subadviser may purchase debt securities at a discount from face value, which produces a yield greater than the coupon rate. Conversely, if debt securities are purchased at a premium over face value the yield will be lower than the coupon rate. Such obligations, in the case of debentures will represent unsecured promises to pay, and in the case of notes and bonds, may be secured by mortgages on real property or security interests in personal property and will in most cases differ in their interest rates, maturities and times of issuance.
Certain Funds may invest in securities which are rated in the fourth highest rating group assigned by an NRSRO (e.g., securities rated BBB by S&P or Baa by Moody's) or lower, or, if not rated, are of comparable quality as determined by the Subadviser. After purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither event will require a sale of such security by the Fund. A split rated security, i.e., rated in the fourth highest category by one NRSRO and also rated below the fourth highest category by another NRSRO, may be considered to fall in the higher category.
As with other fixed‑income securities, debt securities are subject to credit risk and market risk. Market risk relates to changes in a security's value as a result of changes in interest rates. Credit risk relates to the ability of an issuer to make payments of principal and interest. Fixed income securities with ratings below Baa (Moody's) or BBB (S&P) are considered below investment grade and are commonly referred to as high yield or "junk" bonds and are considered by Moody's to have speculative characteristics.
Lower rated securities ("junk" bonds) generally offer higher interest payments because the company that issues the bond – the issuer – is at greater risk of default (failure to repay the bond). This may be because the issuer is small or new to the market, the issuer has financial difficulties, or the issuer has a greater amount of debt.
Some risks of investing in lower rated securities include:
·
Greater credit risk – Because of their more precarious financial position, issuers of high yield bonds may be more vulnerable to changes in the economy or to interest rate changes that might affect their ability to repay debt.
·
Reduced liquidity – There may be fewer investors willing to buy high yield bonds than there are for higher rated, investment grade securities. Therefore, it may be more difficult to sell these securities or to receive a fair market price for them.
Particular types of lower rated securities may present special concerns. The prices of payment‑in‑kind or zero‑coupon securities react more strongly to changes in interest rates than the prices of other debt securities. Some lower rated securities in which a Fund may invest may be subject to redemption or call provisions that may limit increases in market value that might otherwise result from lower interest rates while increasing the risk that such Fund may be required to reinvest redemption or call proceeds during a period of relatively low interest rates.
The credit ratings issued by Moody's and S&P are subject to various limitations. For example, while such ratings evaluate credit risk, they ordinarily do not evaluate the market risk of debt securities. In certain circumstances, the ratings may not reflect in a timely fashion adverse developments affecting an issuer. For these reasons, Subadvisers typically conduct their own independent credit analysis of such securities.
Collateralized Debt Obligations – The Funds may invest in collateralized debt obligations ("CDOs"), which includes collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs") and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pools of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses. Collateralized mortgage obligations ("CMOs") are another type of CDO in which some Funds may invest. For more information on CMOs, see the discussion under "Mortgage-Related Securities" later in this section.
For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the "equity" tranche which bears the bulk of defaults from the bonds or loans in the
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trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Funds as illiquid securities, however an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this Statement of Additional Information, CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Funds may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
DELAYED FUNDING LOANS AND REVOLVING CREDIT FACILITIES
Certain Funds may enter into, or acquire participations in, delayed funding loans and revolving credit facilities. Delayed funding loans and revolving credit facilities are borrowing arrangements in which the lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest. These commitments may have the effect of requiring a Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company's financial condition makes it unlikely that such amounts will be repaid). To the extent that a Fund is committed to advance additional funds, it will at all times segregate or "earmark" assets, determined to be liquid in accordance with procedures established by the Board of Trustees, in an amount sufficient to meet such commitments.
Certain Funds may invest in delayed funding loans and revolving credit facilities with credit quality comparable to that of issuers of its securities investments. Delayed funding loans and revolving credit facilities may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, a Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. The Funds currently intend to treat delayed funding loans and revolving credit facilities for which there is no readily available market as illiquid for purposes of the Funds' limitation on illiquid investments. For a further discussion of the risks involved in investing in Loan Participations and other forms of direct indebtedness see "Loan Participations and Assignments." Participation interests in revolving credit facilities will be subject to the limitations discussed in "Loan Participations and Assignments." Delayed funding loans and revolving credit facilities are considered to be debt obligations for purposes of the Trust's investment restriction relating to the lending of funds or assets by a Fund.
DERIVATIVE INSTRUMENTS
Certain Funds may use a variety of derivative instruments, including options, futures contracts (sometimes referred to as "futures"), options on futures contracts, stock index options, forward currency contracts and swaps, to hedge a Fund's portfolio or for risk management or for any other permissible purposes consistent with that Fund's investment objective. Derivative instruments are securities or agreements whose value is based on the value of some underlying asset (e.g., a security, currency or index) or the level of a reference index.
Derivatives generally have investment characteristics that are based upon either forward contracts (under which one party is obligated to buy and the other party is obligated to sell an underlying asset at a specific price on a specified date) or option contracts (under which the holder of the option has the right but not the obligation to buy or sell an underlying asset at a specified price on or before a specified date). Consequently, the change in value of a forward‑based derivative generally is roughly proportional to the change in value of the underlying asset. In contrast, the buyer of an option‑based derivative generally will benefit from favorable movements in the price of the underlying asset but is not exposed to the corresponding losses that result from adverse movements in the value of the underlying asset. The seller (writer) of an option‑based derivative generally will receive fees or premiums but generally is exposed to losses resulting from changes
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in the value of the underlying asset. Derivative transactions may include elements of leverage and, accordingly, the fluctuation of the value of the derivative transaction in relation to the underlying asset may be magnified.
Generally, any Fund that invests in derivative instruments is required to segregate cash and/or liquid securities to the extent that its obligations under the instrument are not otherwise "covered" through ownership of the underlying security, financial instrument, or currency.  As an investment company registered with the SEC, the Trust is subject to the federal securities laws, the 1940 Act, related regulations, and published positions of the SEC and the staff of the SEC.  Further, in accordance with these positions, with respect to certain kinds of derivatives, the Trust must "set aside" (sometimes referred to as "asset segregation") liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are still open.  For example, with respect to forward contracts and futures that are not legally required to "cash settle," the Trust must cover the open position by setting aside liquid assets in an amount equal to the contract's full notional value.  With respect to forward contracts and futures that are required to "cash settle," however, the Trust is permitted to set aside liquid assets in an amount equal to the Trust's daily marked to market (net) obligation, if any, (in other words, the Trust's daily net liability, if any) rather than the notional value.
Hybrid instruments: A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a "benchmark"). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the net asset value of the Fund.
Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. Certain Funds will invest only in commodity-linked hybrid instruments that qualify under applicable rules of the U.S. Commodity Futures Trading Commission ("CFTC") for an exemption from the provisions of the Commodity Exchange Act.
Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds' investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
DISTRESSED SECURITIES
A Fund may invest in securities, including loans purchased in the secondary market, that are the subject of bankruptcy proceedings or otherwise in default or in risk of being in default as to the repayment of principal and/or interest at the time of acquisition by the Fund or that are rated in the lower rating categories by one or more nationally recognized statistical rating organizations (for example, Ca or lower by Moody's and CC or lower by S&P or Fitch) or, if unrated, are in the judgment of the subadviser of equivalent quality ("Distressed Securities"). Investment in Distressed Securities is speculative and involves significant risks. A Fund may make such investments when the subadviser believes it is reasonably likely that the issuer of the Distressed Securities will make an exchange offer or will be the subject of a plan of reorganization pursuant to which the Fund will receive new securities in return for the Distressed Securities. However, there can be no assurance that such an exchange offer will be made or that such a plan of reorganization will be adopted.
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In addition, a significant period of time may pass between the time at which a Fund makes its investment in Distressed Securities and the time that any such exchange offer or plan of reorganization is completed. During this period, it is unlikely that a Fund will receive any interest payments on the Distressed Securities, the Fund will be subject to significant uncertainty as to whether or not the exchange offer or plan of reorganization will be completed and the Fund may be required to bear certain extraordinary expenses to protect and recover its investment. Therefore, to the extent the Fund seeks capital appreciation through investment in distressed securities, the Fund's ability to achieve current income for its shareholders may be diminished. The Fund also will be subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by the distressed securities will eventually be satisfied (e.g., through a liquidation of the obligor's assets, an exchange offer or plan of reorganization involving the distressed securities or a payment of some amount in satisfaction of the obligation). Even if an exchange offer is made or plan of reorganization is adopted with respect to Distressed Securities held by a Fund, there can be no assurance that the securities or other assets received by a Fund in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made or no value. Moreover, any securities received by a Fund upon completion of an exchange offer or plan of reorganization may be restricted as to resale. Similarly, if a Fund participates in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of Distressed Securities, the Fund may be restricted from disposing of such securities. To the extent that a Fund becomes involved in such proceedings, the Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor. Except to the extent otherwise permitted by a Fund's prospectus or SAI, a Fund will not make investments for the purpose of exercising day-to-day management of any issuer's affairs.
EVENT-LINKED EXPOSURE
Certain Funds may obtain event-linked exposure by investing in "event-linked bonds" or "event-linked swaps," or implement "event-linked strategies." Event-linked exposure results in gains that typically are contingent on the nonoccurrence of a specific "trigger" event, such as a hurricane, earthquake, or other physical or weather-related phenomena. Some event-linked bonds are commonly referred to as "catastrophe bonds." They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in connection with a reinsurance transaction). If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, a Fund investing in the bond may lose a portion or all of its principal invested in the bond. If no trigger event occurs, the Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds may also expose the Fund to certain unanticipated risks including but not limited to issuer risk, credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that a Fund may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated, and a Fund will only invest in catastrophe bonds that meet the credit quality requirements for the Fund.
EXCHANGE TRADED NOTES ("ETNS")
Certain Funds may invest in ETNs. ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN's returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate ("reference instrument") to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected.
The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuer's credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use
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leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.
Because the return on the ETN is dependent on the issuer's ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuer's credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track. There may be restrictions on the Fund's right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Fund's decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.
FOREIGN CURRENCY OPTIONS AND FUTURES TRANSACTIONS
Certain Funds may invest in foreign currency options. A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of an option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such options at any time prior to expiration.
A call rises in value if the underlying currency appreciates. Conversely, a put rises in value if the underlying currency depreciates. While purchasing a foreign currency option can protect the Fund against an adverse movement in the value of a foreign currency, it does not limit the gain which might result from a favorable movement in the value of such currency. For example, if a Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against the decline of the value of the currency, it would not have to exercise its put. Similarly, if a Fund has entered into a contract to purchase a security denominated in a foreign currency and had purchased a foreign currency call to hedge against a rise in the value of the currency but instead the currency had depreciated in value between the date of the purchase and the settlement date, the Fund would not have to exercise its call, but could acquire in the spot market the amount of foreign currency needed for settlement.
Certain Funds may invest in foreign currency futures transactions. As part of its financial futures transactions, the Fund may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, the Fund may be able to achieve many of the same objectives it may achieve through forward foreign currency exchange contracts more effectively and possibly at a lower cost. Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on foreign currency futures contracts are standardized as to amount and delivery, and may be traded on boards of trade and commodities exchanges or directly with a dealer which makes a market in such contracts and options. It is anticipated that such contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts.
FOREIGN SECURITIES
Certain Funds may invest in securities of foreign issuers. Investing in foreign securities (including through the use of depository receipts) involves certain special considerations which are not typically associated with investing in United States securities. Since investments in foreign companies will frequently involve currencies of foreign countries, and since a Fund may hold securities and funds in foreign currencies, a Fund may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, if any, and may incur costs in connection with conversions between various currencies. Most foreign stock markets, while growing in volume of trading activity, have less volume than the New York Stock Exchange, and securities of some foreign companies are less liquid and more volatile than securities of comparable domestic companies. Similarly, volume and liquidity in most foreign bond markets are less than in the United States and, at times, volatility of price can be greater than in the United States. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on United States exchanges, although each Fund endeavors to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers and listed companies in foreign countries than in the United States. In addition, with respect to certain foreign countries, there is the possibility of exchange control restrictions, expropriation or confiscatory taxation, and political, economic or social instability, which could affect investments in
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those countries. Foreign securities, such as those purchased by a Fund, may be subject to foreign government taxes, higher custodian fees, higher brokerage costs and dividend collection fees which could reduce the yield on such securities.
Foreign economies may differ favorably or unfavorably from the U.S. economy in various respects, including growth of gross domestic product, rates of inflation, currency depreciation, capital reinvestment, resource self‑sufficiency, and balance of payments positions. Many foreign securities are less liquid and their prices more volatile than comparable U.S. securities. From time to time, foreign securities may be difficult to liquidate rapidly without adverse price effects.
Many European countries have adopted a single European currency, commonly referred to as the "euro." The long‑term consequences of the euro conversion on foreign exchange rates, interest rates and the value of European securities, all of which may adversely affect the Fund(s), are still uncertain.
Securities of companies with a foreign jurisdiction of legal organization may be deemed domestic securities if they are either headquartered in the U.S., their equity securities (or ADRs) trade primarily in the U.S., or their total revenues are derived primarily from the U.S.
Investment in Companies in Developing Countries/Emerging Markets
Certain Funds may invest from time to time in companies in developing countries as well as in developed countries. Although there is no universally accepted definition, a developing country is generally considered to be a country which is in the initial stages of industrialization.
Shareholders should be aware that investing in the equity and fixed income markets of developing countries involves exposure to unstable governments, economies based on only a few industries, and securities markets which trade a small number of securities. Securities markets of developing countries tend to be more volatile than the markets of developed countries; however, such markets have in the past provided the opportunity for higher rates of return to investors.
The value and liquidity of investments in developing countries may be affected favorably or unfavorably by political, economic, fiscal, regulatory or other developments in the particular countries or neighboring regions. The extent of economic development, political stability and market depth of different countries varies widely. For example, certain countries, including, China, Indonesia, Malaysia, the Philippines, Thailand, and Vietnam are either comparatively underdeveloped or are in the process of becoming developed. Such investments typically involve greater potential for gain or loss than investments in securities of issuers in developed countries.
The securities markets in developing countries are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the shares of many issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by a Fund. Similarly, volume and liquidity in the bond markets in developing countries are less than in the United States and, at times, price volatility can be greater than in the United States. A limited number of issuers in developing countries' securities markets may represent a disproportionately large percentage of market capitalization and trading volume. The limited liquidity of securities markets in developing countries may also affect the Fund's ability to acquire or dispose of securities at the price and time it wishes to do so. Accordingly, during periods of rising securities prices in the more illiquid securities markets, the Fund's ability to participate fully in such price increases may be limited by its investment policy of investing not more than 15% (10% for certain Funds) of its net assets in illiquid securities. Conversely, the Fund's inability to dispose fully and promptly of positions in declining markets will cause the Fund's net asset value to decline as the value of the unsold positions is marked to lower prices. In addition, securities markets in developing countries are susceptible to being influenced by large investors trading significant blocks of securities.
Political and economic structures in many such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristics of the United States. Certain of such countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the value of the Fund's investments in those countries and the availability to the Fund of additional investments in those countries. In addition, developing countries may have or enact restrictions on the right of foreign investors to repatriate their capital and to remit profits abroad.
Economies of developing countries may differ favorably or unfavorably from the United States' economy in such respects as rate of growth of gross national product, rate of inflation, capital reinvestment, resource self‑sufficiency and balance of payments position.
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Certain developing countries do not have comprehensive systems of laws, although substantial changes have occurred in many such countries in this regard in recent years. Laws regarding fiduciary duties of officers and directors and the protection of shareholders may not be well developed. Even where adequate law exists in such developing countries, it may be impossible to obtain swift and equitable enforcement of such law, or to obtain enforcement of the judgment by a court of another jurisdiction.
Trading in futures contracts on foreign commodity exchanges may be subject to the same or similar risks as trading in foreign securities.
Depositary Receipts
For many foreign securities, U.S. dollar‑denominated ADRs, which are traded in the United States on exchanges or over‑the‑counter, are issued by domestic banks. ADRs represent an interest in the securities of a foreign issuer deposited in a domestic bank or a correspondent bank. ADRs do not eliminate all of the risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in foreign issuers' stock, a Fund can avoid currency risks during the settlement period for either purchases or sales. In general, there is a large liquid market in the United States for many ADRs. Certain Funds may also invest in EDRs and GDRs which are receipts evidencing an arrangement with European and other banks similar to that for ADRs and are designed for use in European and other securities markets. EDRs and GDRs are not necessarily denominated in the currency of the underlying security.
Certain depositary receipts, typically those categorized as unsponsored, require the holders to bear most of the costs of such facilities while issuers of sponsored facilities normally pay more of the costs. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through the voting rights to facility holders with respect to the deposited securities, whereas the depository of a sponsored facility typically distributes shareholder communications and passes through the voting rights.
Foreign Sovereign Debt
Certain Funds may invest in sovereign debt obligations issued by foreign governments. To the extent that a Fund invests in obligations issued by developing or emerging markets, these investments involve additional risks. Sovereign obligors in developing and emerging market countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiation, new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit for finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the foreign sovereign debt securities in which a Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect the Fund's holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
Certain Funds may invest in forward foreign currency exchange contracts. A Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers.
The Funds may enter into forward currency contracts in order to hedge against adverse movements in exchange rates between currencies. For example, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may want to establish the United States dollar cost or proceeds, as the case may be. By entering into a forward currency contract in United States dollars for the purchase or sale of the amount of foreign currency involved in an underlying security transaction, such Fund is able to protect itself against a possible loss between trade and settlement dates resulting from an adverse change in the relationship between the United States dollar and such foreign currency. Additionally, for example, when a Fund believes that a foreign currency may suffer a substantial decline against the U.S. dollar, it may enter into a forward currency sale contract to sell an amount of that foreign currency approximating the
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value of some or all of that Fund's portfolio securities or other assets denominated in such foreign currency. Alternatively, when a Fund believes a foreign currency will increase in value relative to the U.S. dollar, it may enter into a forward currency purchase contract to buy that foreign currency for a fixed U.S. dollar amount; however, this tends to limit potential gains which might result from a positive change in such currency relationships.
The Subadvisers believe that it is important to have the flexibility to enter into such forward contracts when they determine that to do so is in the best interests of a Fund. They may use foreign currency options and forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.  A Fund may use currency exchange contracts in the normal course of business to lock in an exchange rate in connection with purchases and sales of securities denominated in foreign currencies (transaction hedge) or to lock in the U.S. dollar value of portfolio positions (position hedge). In addition, the Funds may cross hedge currencies by entering into a transaction to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which a Fund has or expects to have portfolio exposure. The Funds may also engage in proxy hedging which is defined as entering into positions in one currency to hedge investments denominated in another currency, where the two currencies are economically linked. A Fund's entry into forward foreign currency exchange contract, as well as any use of cross or proxy hedging techniques will generally require the Fund to earmark or hold liquid securities or cash equal to the Fund's obligations in a segregated account throughout the duration of the contract.  To the extent that the currency is not being used for hedging purposes, the Fund will segregate or "earmark" cash or assets determined to be liquid in an amount not less than the value of the Fund's total assets committed to forward foreign currency exchange contracts entered into for the purchase of a foreign security. If the value of the segregated securities declines, the Fund will add additional assets so that the amount is not less than the Fund's commitments under the Contracts.
If the Fund retains the portfolio security and engages in an offsetting transaction, such Fund will incur a gain or a loss to the extent that there has been a movement in forward currency contract prices. If the Fund engages in an offsetting transaction it may subsequently enter into a new forward currency contract to sell the foreign currency. If forward prices decline during the period between which a Fund enters into a forward currency contract for the sale of foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, such Fund would realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. The Funds will have to convert their holdings of foreign currencies into United States dollars from time to time. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the "spread") between the prices at which they are buying and selling various currencies.
FUTURES
Certain Funds may enter into futures contracts. This investment technique is designed primarily to hedge against anticipated future changes in market conditions or foreign exchange rates which otherwise might adversely affect the value of securities which a Fund holds or intends to purchase. The technique may also be used for risk management or other permissible purposes. For example, when interest rates are expected to rise or market values of portfolio securities are expected to fall, a Fund can seek through the sale of futures contracts to offset a decline in the value of its portfolio securities. When interest rates are expected to fall or market values are expected to rise, a Fund, through the purchase of such contract, can attempt to secure better rates or prices for the Fund than might later be available in the market when it effects anticipated purchases.
The acquisition of put and call options on futures contracts will, respectively, give a Fund the right (but not the obligation), for a specified price to sell or to purchase the underlying futures contract, upon exercising the option any time during the option period.
Futures transactions involve broker costs and require a Fund to segregate liquid assets, such as cash, U.S. government securities or other liquid high‑grade debt obligations to cover its performance under such contracts. A Fund may lose the expected benefit of futures contracts if interest rates, securities or foreign exchange rates move in an unanticipated manner. Such unanticipated changes may also result in poorer overall performance than if the Fund had not entered into any futures transactions. In addition, the value of a Fund's futures positions may not prove to be perfectly or even highly correlated with its portfolio securities and foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, foreign exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions.
FUTURES AND OPTIONS INVESTMENT RISKS
A Fund will incur brokerage fees in connection with its futures and options transactions, and it will be required to segregate funds for the benefit of brokers as margin to guarantee performance of its futures and options contracts. In
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addition, while such contracts will be entered into to reduce certain risks, trading in these contracts entails certain other risks. Thus, while a Fund may benefit from the use of futures contracts and related options, unanticipated changes in interest rates may result in a poorer overall performance for that Fund than if it had not entered into any such contracts. Additionally, the skills required to invest successfully in futures and options may differ from skills required for managing other assets in the Fund's portfolio.
GUARANTEED INVESTMENT CONTRACTS
A Guaranteed Investment Contract ("GIC") is a pure investment product in which a life insurance company agrees, for a single premium, to pay the principal amount of a predetermined annual crediting (interest) rate over the life of the investment, all of which is paid at the maturity date. GICs typically guarantee the interest rate paid but not the principal.
LIMITED PARTNERSHIP INTERESTS
A limited partnership interest entitles a Fund to participate in the investment return of the partnership's assets as defined by the agreement among the partners. As a limited partner, a Fund generally is not permitted to participate in the management of the partnership. However, unlike a general partner whose liability is not limited, a limited partner's liability generally is limited to the amount of its commitment to the partnership. Certain Funds may invest in limited liability company interests to the same extent they invest in limited partnership interests. Limited liability company interests have similar characteristics as limited partnership interests.
ILLIQUID SECURITIES
Subject to the limitations in a Fund's prospectus or this SAI, the Funds may acquire investments that are illiquid or of limited liquidity, such as private placements or investments that are not registered under the 1933 Act. An illiquid investment is any investment that cannot be disposed of within seven days in the normal course of business at approximately the amount at which it is valued by a Fund. The price a Fund pays for illiquid securities or receives upon resale may be lower than the price paid or received for similar securities with a more liquid market. Accordingly, the valuation of these securities will reflect any limitations on their liquidity. A Fund may not invest in illiquid securities if, as a result, more than 15% (10% in the case of certain Funds, and 5% in the case of the Government Money Market Fund) of the market value of its net assets would be invested in illiquid securities. If for any reason this limitation is exceeded, the Fund will take appropriate steps to bring the aggregate amount of illiquid securities below 15% (or such lower limit as may be applicable) as soon as reasonably practicable; however, the Fund will not liquidate any illiquid securities if the Subadviser determines that doing so would not be in the best interests of the Fund.
Securities in which each of the Funds may invest include securities issued by corporations without registration under the Securities Act of 1933, as amended (the "1933 Act"), in reliance on the so‑called "private placement" exemption from registration which is afforded by Section 4(2) of the 1933 Act ("Section 4(2) Securities"). Section 4(2) Securities are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Funds, who agree that they are purchasing the securities for investment and not with a view to public distribution. Any resale must also generally be made in an exempt transaction. Section 4(2) Securities are normally resold to other institutional investors through or with the assistance of the issuer or investment dealers who make a market in such Section 4(2) Securities, thus providing liquidity. The Trust's Board of Trustees has delegated to the Subadvisers the day‑to‑day authority to determine whether a particular issue of Section 4(2) Securities that are eligible for resale under Rule 144A under the 1933 Act should be treated as liquid. Rule 144A provides a safe‑harbor exemption from the registration requirements of the 1933 Act for resales to "qualified institutional buyers" as defined in the Rule. With the exception of registered broker‑dealers, a qualified institutional buyer must generally own and invest on a discretionary basis at least $100 million in securities.
The Subadvisers may deem Section 4(2) Securities liquid if they believe that, based on the trading markets for such security, such security can be disposed of within seven (7) days in the ordinary course of business at approximately the amount at which a Fund has valued the security. In making such determination, the Subadvisers generally consider any and all factors that they deem relevant, which may include: (i) the credit quality of the issuer; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; and (v) the nature of the security and the nature of market‑place trades.
Treatment of Section 4(2) Securities as liquid could have the effect of decreasing the level of a Fund's liquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities.
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INFLATION-INDEXED BONDS
Certain Funds may invest in inflation-indexed bonds, which are fixed income securities or other instruments whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index ("CPI") accruals as part of a semi-annual coupon.
Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount.
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and, consequently, the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Certain Funds may also invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. In addition, if the Fund purchases inflation-indexed bonds offered by foreign issuers, the rate of inflation measured by the foreign inflation index may not be correlated to the rate of inflation in the United States. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds. There can be no assurance, however, that the value of inflation-indexed bonds will be directly correlated to changes in interest rates. While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond's inflation measure.
In general, the measure used to determine the periodic adjustment of U.S. inflation-indexed bonds is the Consumer Price Index for Urban Consumers ("CPI-U"), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.
Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
INFLATION-INDEXED SECURITIES
Inflation-indexed securities are debt securities, the value of which is periodically adjusted to reflect a measure of inflation. Two structures are common for inflation-indexed securities. The U.S. Treasury and some other issuers use a structure that reflects inflation as it accrues by increasing the U.S. dollar amount of the principal originally invested. Other issuers pay out the inflation as it accrues as part of a semiannual coupon. Any amount accrued on an inflation-indexed security, regardless whether paid out as a coupon or added to the principal, is generally considered taxable income to the Fund. Where the accrued amount is added to the principal and no cash income is received until maturity, the Fund may be required to sell portfolio securities that it would otherwise continue to hold in order to obtain sufficient cash to make distributions to shareholders required for U.S. tax purposes.
An investor could experience a loss of principal and income on investments in inflation-indexed securities. In a deflationary environment, the value of the principal invested in an inflation-indexed security will be adjusted downward, just as it would be adjusted upward in an inflationary environment. Because the interest on an inflation-indexed security is calculated with respect to the amount of principal which is smaller following a deflationary period, interest payments will also be reduced, just as they would be increased following an inflationary period.
In the case of U.S. Treasury inflation-indexed securities, the return of at least the original U.S. dollar amount of principal invested is guaranteed, so an investor receives the greater of its original principal or the inflation-adjusted principal. If the
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return of principal is not guaranteed, the investor may receive less than the amount it originally invested in an inflation-indexed security following a period of deflation. Any guarantee of principal provided by a party other than the U.S. government will increase the Fund's exposure to the credit risk of that party.
The value of inflation-indexed securities is generally expected to change in response to changes in "real" interest rates. The real interest rate is the rate of interest that would be paid in the absence of inflation. The actual rate of interest, referred to as the nominal interest rate, is equal to the real interest rate plus the rate of inflation. If inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.
While inflation-indexed securities are designed to provide some protection from long-term inflationary trends, short-term increases in inflation may lead to a decline in their value. For example, if interest rates rise due to reasons other than inflation, investors in these securities may not be protected to the extent that the increase is not reflected in the security's inflation measure. The reasons that interest rates may rise without a corresponding increase in inflation include changes in currency exchange rates and temporary shortages of credit or liquidity. When interest rates rise without a corresponding increase in inflation, the Fund's investment in inflation-indexed securities will forego the additional return that could have been earned on a floating rate debt security.
The periodic adjustment of U.S. inflation-protected debt securities is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is an index of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-protected debt securities issued by a foreign government are generally adjusted to reflect a comparable consumer inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the actual rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. To the extent that the Fund invests in inflation-indexed securities as a hedge against inflation, an imperfect hedge will result if the cost of living (as represented in the CPI-U) has a different inflation rate than the Fund's interests in industries and sectors minimally affected by changes in the cost of living.
INITIAL PUBLIC OFFERINGS
A Fund may invest in initial public offerings ("IPOs") of common stock or other primary or secondary syndicated offerings of equity or debt securities issued by a corporate issuer.  A purchase of IPO securities often involves higher transaction costs than those associated with the purchase of securities already traded on exchanges or markets.  IPO securities are subject to market risk and liquidity risk.  The market value of recently issued IPO securities may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading and speculation, a potentially small number of securities available for trading, and limited information about the issuer. A Fund may hold IPO securities for a period of time or may sell them soon after the purchase.  Investments in IPOs could have an increased impact, either positive or negative, on a Fund's performance if the Fund's assets are relatively small.  The impact of an IPO on a Fund's performance may tend to diminish as the Fund grows.  In circumstances where investments in IPOs make a significant contribution to a Fund's performance, there can be no assurance that similar contributions from IPOs will continue in the future.
INVESTMENT COMPANY SECURITIES
The Funds may not invest in shares of other mutual funds in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act. However, as permitted by the 1940 Act, a Fund may invest in securities issued by other investment companies, so that, as determined immediately after a securities purchase is made: (a) not more than 5% of the value of a Fund's total assets will be invested in the securities of any one investment company; (b) not more than 10% of the value of a Fund's total assets will be invested in the securities of investment companies as a group; and (c) not more than 3% of the outstanding voting stock of any one investment company will be owned by a Fund. The foregoing restrictions do not apply to investments by the Funds in investment companies that are money market funds, including the Government Money Market Fund or another money market fund that has an affiliate of the Manager as an investment adviser. As a shareholder of another investment company, a Fund would indirectly bear, along with other shareholders, its pro rata portion of that company's expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. Investment companies in which a Fund may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares
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and other types of commissions or charges. Such charges will be payable by the Fund and, therefore, will be borne indirectly by shareholders.
Exchange Traded Funds
The Funds may invest in investment companies in the form of various exchange traded funds ("ETFs"), subject to the Fund's investment objectives, policies, and strategies as described in the Prospectus. ETFs are baskets of securities that, like stocks, trade on exchanges such as the American Stock Exchange and the New York Stock Exchange. ETFs are priced continuously and trade throughout the day. ETFs may track a securities index, a particular market sector, or a particular segment of a securities index or market sector. Some types of ETFs include:
·
"SPDRs" (S&P's Depositary Receipts), which are securities that represent ownership in a long-term unit investment trust that holds a portfolio of common stocks designed to track the performance of an S&P Index. Holders of SPDRs are entitled to receive proportionate quarterly cash distributions corresponding to the dividends that accrue to the stocks in the S&P Index's underlying investment portfolio, less any trust expenses.
·
"Qubes" (QQQ), which invest in the stocks of the Nasdaq 100 Index, a modified capitalization weighted index that includes the stocks of 100 of the largest and most actively traded non-financial companies quoted through Nasdaq. Qubes use a unit investment trust structure that allows immediate reinvestment of dividends.
·
"iShares" which are securities that represent ownership in a long-term unit investment trust that holds a portfolio of common stocks designed to track the performance of specific indexes.
·
"HOLDRs" (Holding Company Depositary Receipts), which are trust-issued receipts that represent beneficial ownership in a specified group of 20 or more stocks. Unlike other ETFs, a Fund can hold the group of stocks as one asset or unbundle the stocks and trade them separately, according to the Fund's investment strategies.
ETFs can experience many of the same risks associated with individual stocks. ETFs are subject to market risk where the market as a whole, or that specific sector, may decline. ETFs that invest in volatile stock sectors, such as foreign issuers, smaller companies, or technology, are subject to the additional risks to which those sectors are subject. ETFs may trade at a discount to the aggregate value of the underlying securities. The underlying securities in an ETF may not follow the price movements of an entire industry, sector or index. Trading in an ETF may be halted if the trading in one or more of the ETF's underlying securities is halted. Although expense ratios for ETFs are generally low, frequent trading of ETFs by a Fund can generate brokerage expenses.
LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Funds may, from time to time, lend up to 33 1/3% of their portfolio securities to broker‑dealers, banks or institutional borrowers of securities. A Fund must receive cash collateral equal to 102% of the market value of domestic securities (105% for foreign securities). This collateral must be valued daily by the Fund and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination by the Fund or the borrower at any time. While the Fund does not have the right to vote securities on loan, it intends to terminate the loan and regain the right to vote if that is considered important with respect to the investment. In the event the borrower defaults in its obligation to a Fund, the Fund bears the risk of delay in the recovery of its portfolio securities and the risk of loss of rights in the collateral. The Fund will only enter into loan arrangements with broker‑dealers, banks or other institutions determined to be creditworthy by the Manager.
LOAN PARTICIPATIONS AND ASSIGNMENTS
Loans, loan participations and interests in securitized loan pools are interests in amounts owed by a corporate, governmental or other borrower to a lender or consortium of lenders (typically banks, insurance companies, investment banks, government agencies or international agencies).  Loans involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to an investor in the event of fraud or misrepresentation.
Investments in loans through a direct assignment of the financial institution's interests with respect to the loan may involve additional risks. For example, if a loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, the Fund relies on its Subadviser's research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Fund.
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MORTGAGE-RELATED SECURITIES
Certain Funds may, consistent with their investment objective and policies, invest in mortgage‑related securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. In addition, certain Funds may invest in mortgage‑related securities issued by non‑governmental entities, including collateralized mortgage obligations structured as pools of mortgage pass‑through certificates or mortgage loans, subject to the rating limitations described in the Prospectus.
Mortgage‑related securities, for purposes of the Prospectus and this SAI, represent pools of mortgage loans assembled for sale to investors by various governmental agencies such as GNMA and government‑related organizations such as FNMA and the FHLMC, as well as by non‑governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage‑related securities are guaranteed by a third party or are otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. Accelerated prepayments have an adverse impact on yields for pass‑through securities purchased at a premium (i.e., a price in excess of principal amount) and may involve additional risk of loss of principal because the premium may not have been fully amortized at the time the obligation is prepaid. The opposite is true for pass‑through securities purchased at a discount. The Funds may purchase mortgage‑related securities at a premium or at a discount. If a Fund purchases a mortgage‑related security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying mortgage collateral. As with other interest‑bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage‑related security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages underlying the securities are prone to prepayment, thereby shortening the life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, though, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage‑related security's average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security's return to the Funds. In addition, regular payments received in respect of mortgage‑related securities include both interest and principal. No assurance can be given as to the return the Funds will receive when these amounts are reinvested.
If a Fund purchases mortgage-backed or asset-backed securities that are subordinated to other interests in the same mortgage pool, the Fund may receive payments only after the pool's obligations to other investors have been satisfied.  An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool's ability to make payments of principal or interest to the Fund as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless.  The risk of such defaults is generally higher in the case of mortgage pools that include so-called "subprime" mortgages.  An unexpectedly high or low rate of prepayments on a pool's underlying mortgages may have a similar effect on subordinated securities.  A mortgage pool may issue securities subject to various levels of subordination.  The risk of non-payment affects securities at each level, although the risk is greater in the case of more highly subordinated securities.
In addition to bonds with customary settlement periods, the Fund may purchase or sell mortgage-backed securities on a delayed delivery or forward commitment basis through the "to-be-announced" (TBA) market. With TBA transactions, the particular securities to be delivered are not identified at the trade date but the delivered securities must meet specified terms and standards. Although the particular TBA securities must meet industry-accepted "good delivery" standards, there can be no assurance that a security purchased on a forward commitment basis will ultimately be issued or delivered by the counterparty. During the settlement period, the Fund will still bear the risk of any decline in the value of the security to be delivered. Whether or not the Fund takes delivery of the securities at the termination date of a TBA transaction, it will nonetheless be exposed to changes in the value of the underlying investments during the term of the agreement.
There are a number of important differences among the agencies and the instrumentalities of the U.S. government that issue mortgage‑related securities and among the securities that they issue. Mortgage‑related securities issued by GNMA include GNMA Mortgage Pass‑Through Certificates (also known as "Ginnie Maes") which are guaranteed as to the timely payment of principal and interest by GNMA and such guaranty is backed by the full‑faith and credit of the United States. GNMA is a wholly‑owned U.S. government corporation within the Department of Housing and Urban Development. GNMA certificates are also supported by the authority of the GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage‑related securities issued by FNMA include FNMA Guaranteed Mortgage Pass‑Through Certificates (also known as "Fannie Maes") which are solely the obligations of FNMA and are
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not backed by or entitled to the full faith and credit of the United States. FNMA is a government‑sponsored organization owned entirely by private stockholders. Fannie Maes are guaranteed as to timely payment of the principal and interest by FNMA. Mortgage‑related securities issued by FHLMC include FHLMC mortgage participation certificates (also known as "Freddie Macs" or "PCs"). FHLMC is a corporate instrumentality of the United States, organized pursuant to an Act of Congress, which is owned entirely by the Federal Home Loan banks. Freddie Macs are not guaranteed by the United States or by any Federal Home Loan banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by the FHLMC. FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When FHLMC does not guarantee timely payment of principal, FHLMC may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.
Collateralized Mortgage Obligations
Mortgage‑related securities in which the Funds may invest may also include collateralized mortgage obligations ("CMOs"). CMOs are debt obligations issued generally by finance subsidiaries or trusts that are secured by mortgage‑backed certificates, including, in many cases, certificates issued by government‑related guarantors, including GNMA, FNMA and FHLMC, together with certain funds and other collateral. Although payment of the principal of and interest on the mortgage‑backed certificates pledged to secure the CMOs may be guaranteed by GNMA, FNMA or FHLMC, the CMOs represent obligations solely of the issuer and are not insured or guaranteed by GNMA, FHLMC, FNMA or any other governmental agency, or by any other person or entity. The issuers of the CMOs typically have no significant assets other than those pledged as collateral for the obligations.
CMOs are issued in multiple classes. Each class of CMOs, often referred to as a "tranche," is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. Principal prepayments on the mortgage loans or the mortgage assets underlying the CMOs may cause some or all of the classes of CMOs to be retired substantially earlier than their final distribution dates. Generally, interest is paid or accrues on all classes of CMOs on a monthly basis.
The principal of and interest on the mortgage assets may be allocated among the several classes of CMOs in various ways. In certain structures (known as "sequential pay" CMOs), payments of principal, including any principal prepayments, on the mortgage assets generally are applied to the classes of CMOs in the order of their respective final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs until all other classes having an earlier final distribution date have been paid in full.
Additional structures of CMOs include, among others, "parallel pay" CMOs. Parallel pay CMOs are those which are structured to apply principal payments and prepayments of the mortgage assets to two or more classes concurrently on a proportionate or disproportionate basis. These simultaneous payments are taken into account in calculating the final distribution date of each class.
Stripped Mortgage Securities
Certain Funds may invest in stripped mortgage securities. Stripped mortgage securities are derivative multiclass mortgage securities. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities have greater volatility than other types of mortgage securities. Although stripped mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped mortgage securities are generally illiquid.
Stripped mortgage securities are structured with two or more classes of securities that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have at least one class receiving only a small portion of the interest and a larger portion of the principal from the mortgage assets, while the other class will receive primarily interest and only a small portion of the principal. In the most extreme case, one class will receive all of the interest ("IO" or interest‑only), while the other class will receive all of the principal ("PO" or principal‑only class). The yield to maturity on IOs, POs and other mortgage‑backed securities that are purchased at a substantial premium or discount generally are extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on such securities' yield to maturity. If the underlying mortgage
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assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities even if the securities have received the highest rating by an NRSRO.
In addition to the stripped mortgage securities described above, certain Funds may invest in similar securities such as Super POs and Levered IOs which are more volatile than POs, IOs and IOettes. Risks associated with instruments such as Super POs are similar in nature to those risks related to investments in POs. IOettes represent the right to receive interest payments on an underlying pool of mortgages with similar risks as those associated with IOs. Unlike IOs, the owner also has the right to receive a very small portion of the principal. Risks connected with Levered IOs and IOettes are similar in nature to those associated with IOs. Such Funds may also invest in other similar instruments developed in the future that are deemed consistent with its investment objective, policies and restrictions. POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to the Fund.
Certain Funds may also purchase stripped mortgage‑backed securities for hedging purposes to protect the Fund against interest rate fluctuations. For example, since an IO will tend to increase in value as interest rates rise, it may be utilized to hedge against a decrease in value of other fixed‑income securities in a rising interest rate environment. With respect to IOs, if the underlying mortgage securities experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in these securities even if the securities are rated in the highest rating category by an NRSRO. Stripped mortgage‑backed securities may exhibit greater price volatility than ordinary debt securities because of the manner in which their principal and interest are returned to investors. The market value of the class consisting entirely of principal payments can be extremely volatile in response to changes in interest rates. The yields on stripped mortgage‑backed securities that receive all or most of the interest are generally higher than prevailing market yields on other mortgage‑backed obligations because their cash flow patterns are also volatile and there is a greater risk that the initial investment will not be fully recouped. The market for CMOs and other stripped mortgage‑backed securities may be less liquid if these securities lose their value as a result of changes in interest rates; in that case, a Fund may have difficulty in selling such securities.
OPTIONS
Certain Funds may write (or sell) put and call options on the securities that the Fund is authorized to buy or already holds in its portfolio. These option contracts may be listed for trading on a national securities exchange or traded over‑the‑counter. Certain Funds may also purchase put and call options.
A call option gives the purchaser of the option the right to buy, and the writer has the obligation to sell, the underlying security or foreign currency at the stated exercise price at any time prior to the expiration of the option, regardless of the market price or exchange rate of the security or foreign currency, as the case may be. The premium paid to the writer is consideration for undertaking the obligations under the option contract. A put option gives the purchaser the right to sell the underlying security or foreign currency at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price or exchange rate of the security or foreign currency, as the case may be.
When a Fund writes an option, an amount equal to the net premium (the premium less the commission) received by the Fund is included in the liability section of the Fund's statement of assets and liabilities as a deferred credit. The amount of the deferred credit will be subsequently marked‑to‑market to reflect the current value of the option written. If an option expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or a loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold) and the deferred credit related to such option will be eliminated. If an option is exercised, the Fund may deliver the underlying security in the open market. In either event, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.
In order to close out a call option it has written, the Fund will enter into a "closing purchase transaction" (the purchase of a call option on the same security or currency with the same exercise price and expiration date as the call option which such Fund previously has written). When the portfolio security or currency subject to a call option is sold, the Fund will effect a closing purchase transaction to close out an existing call option on that security or currency. If such Fund is unable to effect a closing purchase transaction, it will not be able to sell the underlying security or currency until the option expires or that Fund delivers the underlying security or currency upon exercise. In addition, upon the exercise of a call option by the option holder, the Fund will forego the potential benefit represented by market depreciation over the exercise price.
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A Fund may sell "covered" put and call options as a means of hedging the price risk of securities in the Fund's portfolio, or for risk management or other permissible purposes. The sale of a call option against an amount of cash equal to the put's potential liability constitutes a "covered put."
Over‑the‑counter options ("OTC options") differ from exchange‑traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and there is a risk of non‑performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than exchange‑traded options. Because OTC options are not traded on an exchange, pricing is normally done by reference to information from a market marker. This information is carefully monitored by the Subadviser and verified in appropriate cases. OTC options which are illiquid or not readily marketable will be subject to a Fund's limitation on investments in illiquid securities. OTC option transactions by a Fund with a primary U.S. Government securities dealer which has given the Fund an absolute right to repurchase according to a "repurchase formula" will not be subject to such 15% limit.
Certain Funds may also purchase or sell index options. Index options (or options on securities indices) are similar in many respects to options on securities except that an index option gives the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.
Because index options are settled in cash, a call writer cannot determine the amount of its settlement obligations in advance and, unlike call writing on specific securities, cannot provide in advance for, or cover, its potential settlement obligations by acquiring and holding the underlying securities. A Fund may be required to segregate assets or provide an initial margin to cover index options that would require it to pay cash upon exercise.
PREFERRED STOCKS
Shareholders of preferred stocks normally have the right to receive dividends at a fixed rate, when and as declared by the issuer's board of directors, but do not participate in other amounts available for distribution by the issuing corporation. Dividends on the preferred stock may be cumulative, and all cumulative dividends usually must be paid prior to common shareholders receiving any dividends. Because preferred stock dividends must be paid before common stock dividends, preferred stocks generally entail less risk than common stocks. Upon liquidation, preferred stocks are entitled to a specified liquidation preference, which is generally the same as the par or stated value, and are senior in right of payment to common stock. Preferred stocks are, however, equity securities in the sense that they do not represent a liability of the issuer and, therefore, do not offer as great a degree of protection of capital or assurance of continued income as investments in corporate debt securities. Preferred stocks are generally subordinated in right of payment to all debt obligations and creditors of the issuer, and convertible preferred stocks may be subordinated to other preferred stock of the same issuer.
PRIVATE INVESTMENTS IN PUBLIC EQUITY
A Fund may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class ("private investments in public equity" or "PIPES"). Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPES to be illiquid during this time, and subject to a Fund's limitation on investments in illiquid securities. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
REAL ESTATE INVESTMENT TRUSTS ("REITS")
Certain Funds may invest in equity, debt or hybrid REITs. Equity REITs are trusts that sell shares to investors and use the proceeds to invest in real estate or interests in real estate. Debt REITs invest in obligations secured by mortgages on real property or interests in real property. Hybrid REITs may invest in equity and debt. A REIT may focus on particular types of projects, such as apartment complexes or shopping centers, or on particular geographic regions, or both. An investment in a REIT may be subject to certain risks similar to those associated with direct ownership of real estate, including: declines in the value of real estate; risks related to general and local economic conditions, overbuilding and competition; increases in property taxes and operating expenses; and variations in rental income. Also, REITs may not be diversified. A REIT may fail to qualify for pass‑through tax treatment of its income under the Internal Revenue Code of 1986, as amended (the "Code") and may also fail to maintain its exemption from registration under the 1940 Act. Also, REITs
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(particularly equity REITs) may be dependent upon management skill and face risks of failing to obtain adequate financing on favorable terms.
REPURCHASE AGREEMENTS
Securities held by certain Funds may be subject to repurchase agreements. Under the terms of a repurchase agreement, a Fund would acquire securities from Financial institutions such as banks and broker-dealers, which a Subadviser deems creditworthy, subject to the seller's agreement to repurchase such securities at a mutually agreed upon date and price. The repurchase price would generally equal the price paid by a Fund plus interest negotiated on the basis of current short‑term rates, which may be more or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement will be required to maintain at all times the value of collateral held pursuant to the agreement at not less than the repurchase price (including accrued interest). If the seller were to default on its repurchase obligations or become insolvent, the Fund holding such obligation would suffer a loss to the extent that the proceeds from the sale of the underlying portfolio securities were less than the repurchase price under the agreement, or to the extent that the disposition of such securities by the Fund were delayed pending court action. Additionally, there is no controlling legal precedent confirming that a Fund would be entitled, as against the claim by such seller or its receiver or trustee in bankruptcy, to retain the underlying securities, although the Board of Trustees believes that, under the regular procedures normally in effect for the custody of a Fund's securities subject to repurchase agreements, and under federal laws, a court of competent jurisdiction would rule in favor of the Trust if presented with the question. Securities subject to repurchase agreements will be held by the Trust's Custodian or another qualified custodian or in the Federal Reserve/Treasury book‑entry system. Repurchase agreements are considered to be loans by a Fund under the 1940 Act.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL AGREEMENTS
Certain Funds may borrow money by entering into reverse repurchase agreements or dollar roll agreements in accordance with that Fund's investment restrictions. Pursuant to such agreements, a Fund would sell portfolio securities to financial institutions, such as banks and broker‑dealers, and agree to repurchase the securities, or substantially similar securities in the case of a dollar roll agreement, at a mutually agreed‑upon date and price. A dollar roll agreement is identical to a reverse repurchase agreement except for the fact that substantially similar securities may be repurchased under a dollar roll agreement. The Funds do not consider a TBA (to be announced) trade, which is a forward mortgage-backed securities trade, to be a dollar roll since a TBA is a commitment to make a future purchase and does not involve deliverable securities. At the time a Fund enters into a reverse repurchase agreement or a dollar roll agreement, it will segregate assets such as U.S. government securities or other liquid high-grade debt securities consistent with the Fund's investment restrictions having a value equal to the Fund's obligation. Reverse repurchase agreements and dollar roll agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which a Fund is obligated to repurchase the securities. Although reverse repurchase agreements and dollar roll agreements are excluded from the Funds' fundamental restriction against borrowing, they may, to some extent, involve the risk of leverage.  See "Risks of Techniques Involving Leverage" below. A Fund may experience a negative impact on its net asset value if interest rates rise during the term of a reverse repurchase agreement or dollar roll agreement. A Fund generally will invest the proceeds of such borrowings only when such borrowings will enhance a Fund's liquidity or when the Fund reasonably expects that the interest income to be earned from the investment of the proceeds is greater than the interest expense of the transaction.
RISKS OF TECHNIQUES INVOLVING LEVERAGE
Use of leveraging involves special risks and may involve speculative investment techniques. Certain Funds may borrow for other than temporary or emergency purposes, lend their securities, enter into reverse repurchase agreements or dollar roll agreements, and purchase securities on a when issued or forward commitment basis. In addition, certain Funds may engage in dollar roll transactions. Each of these transactions involve the use of "leverage" when cash made available to the Fund through the investment technique is used to make additional portfolio investments. The Funds use these investment techniques only when the Subadvisers, as applicable, believe that the leveraging and the returns available to the Fund from investing the cash will provide shareholders a potentially higher return.
Leverage exists when a Fund achieves the right to a return on a capital base that exceeds the investment the Fund has invested. Leverage creates the risk of magnified capital losses which occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the equity base of the Fund. Leverage may involve the creation of a liability that requires the Fund to pay interest (for instance, reverse repurchase agreements) or the creation of a liability that does not entail any interest costs (for instance, forward commitment transactions).
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The risks of leverage include a higher volatility of the net asset value of a Fund's shares and the relatively greater effect on the net asset value of the shares caused by favorable or adverse market movements or changes in the cost of cash obtained by leveraging and the yield obtained from investing the cash. So long as a Fund is able to realize a net return on its investment portfolio that is higher than interest expense incurred, if any, leverage will result in higher current net investment income being realized by such Fund than if the Fund were not leveraged. On the other hand, interest rates change from time to time as does their relationship to each other depending upon such factors as supply and demand, monetary and tax policies and investor expectations. Changes in such factors could cause the relationship between the cost of leveraging and the yield to change so that rates involved in the leveraging arrangement may substantially increase relative to the yield on the obligations in which the proceeds of the leveraging have been invested. To the extent that the interest expense involved in leveraging approaches the net return on a Fund's investment portfolio, the benefit of leveraging will be reduced, and, if the interest expense on borrowings were to exceed the net return to shareholders, such Fund's use of leverage would result in a lower rate of return than if the Fund were not leveraged. Similarly, the effect of leverage in a declining market could be a greater decrease in net asset value per share than if a Fund were not leveraged. In an extreme case, if a Fund's current investment income were not sufficient to meet the interest expense of leveraging, it could be necessary for such Fund to liquidate certain of its investments at an inappropriate time. The use of leverage may be considered speculative.
SHORT SALES
To the extent consistent with its investment objective and strategies, the AZL BlackRock Global Allocation Fund may make short sales of securities, either as a hedge against potential declines in value of a portfolio security or to realize appreciation when a security that the Fund does not own declines in value. When a Fund makes a short sale, it borrows the security sold short and delivers it to the broker-dealer through which it made the short sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to turn over any payments received on such borrowed securities to the lender of the securities.
The Fund secures its obligation to replace the borrowed security by depositing collateral with the broker-dealer, usually in cash, U.S. Government securities or other liquid securities similar to those borrowed. With respect to uncovered short positions, the Fund is required to deposit similar collateral with the Custodian, if necessary, to the extent that the value of both collateral deposits in the aggregate is at all times equal to at least 100% of the current market value of the security sold short. Depending on arrangements made with the broker-dealer from which the Fund borrowed the security, regarding payment received by the Fund on such security, the Fund may not receive any payments (including interest) on its collateral deposited with such broker-dealer.
Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. As a result, if the Fund makes short sales in securities that increase in value, it will likely underperform similar mutual funds that do not make short sales in securities. The Fund will realize a gain on a short sale if the security declines in price between those dates. There can be no assurance that the Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although the Fund's gain is limited to the price at which it sold the security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold and may, theoretically, be unlimited.
SHORT SALES AGAINST THE BOX
Certain Funds may engage in short sales against the box. In a short sale, the Fund sells a borrowed security and has a corresponding obligation to the lender to return the identical security. The seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. A Fund may engage in a short sale if at the time of the short sale the Fund owns or has the right to obtain without additional cost an equal amount of the security being sold short. This investment technique is known as a short sale "against the box." It may be entered into by a Fund to, for example, lock in a sale price for a security the Fund does not wish to sell immediately. If a Fund engages in a short sale, the proceeds of the short sale are retained by the broker pursuant to applicable margin rules. Additionally, the Fund will segregate or "earmark" cash or assets determined to be liquid equal to the amount of the commitment. The segregated assets are pledged to the selling broker pursuant to applicable margin rules. If the broker were to become bankrupt, a Fund could experience losses or delays in recovering gains on short sales. To minimize this risk, a Fund will enter into short sales against the box only with brokers deemed by the Subadviser to be creditworthy. No more than 10% of the Fund's net assets (taken at current value) may be held as collateral for short sales against the box at any one time.
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The Fund may make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund (or a security convertible or exchangeable for such security). In such case, any future losses in the Fund's long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Fund owns. There will be certain additional transaction costs associated with short sales against the box, but the Fund will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales.
If the Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a "constructive sale") on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Fund may effect short sales.
SMALL COMPANY STOCKS
Funds that invest significantly in securities issued by small-cap companies are subject to capitalization risk. These securities may present additional risk because they have less predictable earnings or no earnings, more volatile share prices and are less liquid than securities issued by large-cap companies. These securities may also fluctuate in value more than those of larger, more established companies and, as a group, may suffer more severe price declines during periods of generally declining stock prices.
SPECIAL SITUATION COMPANIES
Certain Funds may invest in "special situation companies." Special situation companies include those involved in an actual or prospective acquisition or consolidation; reorganization; recapitalization; merger, liquidation or distribution of cash, securities or other assets; a tender or exchange offer; a breakup or workout of a holding company; or litigation which, if resolved favorably, would improve the value of the company's stock. If the actual or prospective situation does not materialize as anticipated, the market price of the securities of a "special situation company" may decline significantly. Therefore, an investment in a Fund that invests a significant portion of its assets in these securities may involve a greater degree of risk than an investment in other mutual funds that seek long‑term growth of capital by investing in better‑known, larger companies. The Subadviser of such a Fund believes, however, that if it analyzes "special situation companies" carefully and invests in the securities of these companies at the appropriate time, the Fund may achieve capital growth. There can be no assurance however, that a special situation that exists at the time the Fund makes its investment will be consummated under the terms and within the time period contemplated, if it is consummated at all.
STRUCTURED NOTES
Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt  securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of the structured and indexed securities may provide that in certain circumstances no principal is due at maturity and therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities. To the extent a Fund invests in these securities, they will be analyzed in the overall assessment of the effective duration of the Fund's portfolio in an effort to monitor the Fund's interest rate risk.
SWAP AGREEMENTS
Certain Funds may enter into swap agreements for the purpose of attempting to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in a security that yielded or produced that desired return. These instruments also may be used for tax and/or cash management purposes. Swap agreements are two‑party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties
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are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested in a particular security, or at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. The "notional amount" of the swap agreement is only a fictitious basis on which to calculate the obligations which the parties to a swap agreement have agreed to exchange. The Fund's obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement. The Fund's obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of cash or cash equivalents (such as U.S government securities, or high grade debt obligations), to limit any potential leveraging of the Fund's portfolio.
Credit Default Swaps: Certain Funds may also enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by the Fund. The protection "buyer" in a credit default contract is generally obligated to pay the protection "seller" an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the "par value" (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.
Credit default swap agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. The Fund's obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund). In connection with credit default swaps in which a Fund is the buyer, the Fund will segregate or "earmark" cash or assets determined to be liquid, or enter into certain offsetting positions, with a value at least equal to the Fund's exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a Fund is the seller, the Fund will segregate or "earmark" cash or assets determined to be liquid, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Fund). Such segregation or "earmarking" will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Fund's portfolio. Such segregation or "earmarking" will not limit the Fund's exposure to loss.
Whether a Fund's use of swap agreements will be successful in furthering its investment objective will depend on the ability of the Subadviser correctly to predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two‑party contracts and may have terms of greater than seven days, swap agreements may be considered to be illiquid, and thus subject to a Fund's limitation on illiquid investments. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Subadviser will cause the Fund to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Fund's repurchase agreement guidelines. Certain positions adopted by the Internal Revenue Service may limit the Fund's ability to use swap agreements in a desired tax strategy. The swap market is a relatively new market and is largely unregulated. It is possible that developments in the swap market and the laws relating to swaps, including potential government regulation, could adversely affect the Fund's ability to terminate existing swap agreements, to realize amounts to be received under such agreements, or to enter into swap agreements, or could have adverse tax consequences.
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TAXABLE AND TAX-EXEMPT MUNICIPAL SECURITIES
Certain Funds may invest in municipal securities. Municipal securities include debt obligations issued by governmental entities to obtain funds for various public purposes, such as the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses, and the extension of loans to other public institutions and facilities. Private activity bonds that are issued by or on behalf of public authorities to finance various privately‑operated facilities are included within the term municipal securities, only if the interest paid thereon is exempt from federal taxes.
Other types of municipal securities include short‑term General Obligation Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, Project Notes, Tax‑Exempt Commercial Paper, Construction Loan Notes and other forms of short‑term tax‑exempt loans. Such instruments are issued with a short‑term maturity in anticipation of the receipt of tax funds, the proceeds of bond placements or other revenues.
Project Notes are issued by a state or local housing agency and are sold by the Department of Housing and Urban Development. While the issuing agency has the primary obligation with respect to its Project Notes, they are also secured by the full faith and credit of the United States through agreements with the issuing authority which provide that, if required, the federal government will lend the issuer an amount equal to the principal of and interest on the Project Notes.
The two principal classifications of municipal securities consist of "general obligation" and "revenue" issues. There are, of course, variations in the quality of municipal securities, both within a particular classification and between classifications, and the yields on municipal securities depend upon a variety of factors, including the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. Ratings represent the opinions of an NRSRO as to the quality of municipal securities. It should be emphasized, however, that ratings are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate and rating may have different yields, while municipal securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to purchase, an issue of municipal securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase. The Subadviser will consider such an event in determining whether the Fund should continue to hold the obligation.
An issuer's obligations under its municipal securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the federal bankruptcy code, and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon the enforcement of such obligations or upon the ability of municipalities to levy taxes. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal securities may be materially adversely affected by litigation or other conditions.
U.S. GOVERNMENT OBLIGATIONS
Certain Funds may invest in obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities, including bills, notes and bonds issued by the U.S. Treasury.
Obligations of certain agencies and instrumentalities of the U.S. government, such as the Government National Mortgage Association ("GNMA"), are supported by the full faith and credit of the U.S. Treasury; others, such as those of Fannie Mae ("FNMA"), are supported by the right of the issuer to borrow from the Treasury; still others, such as those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage Corporation ("FHLMC"), are supported only by the credit of the instrumentality. No assurance can be given that the U.S. government would provide financial support to U.S. government‑sponsored agencies or instrumentalities, such as FNMA, or the FHLMC, since it is not obligated to do so by law. These agencies or instrumentalities are supported by the issuer's right to borrow specific amounts from the U.S. Treasury, the discretionary authority of the U.S. government to purchase certain obligations from such agencies or instrumentalities, or the credit of the agency or instrumentality.
VARIABLE AND FLOATING RATE DEMAND AND MASTER DEMAND NOTES
Certain Funds may, from time to time, buy variable rate demand notes issued by corporations, bank holding companies and financial institutions and similar taxable and tax‑exempt instruments issued by government agencies and instrumentalities. These securities will typically have a maturity in the 5 to 20 year range but carry with them the right of the holder to put the securities to a remarketing agent or other entity on short notice, typically seven days or less. The obligation of the issuer of the put to repurchase the securities is backed up by a letter of credit or other obligation issued by a financial institution. The purchase price is ordinarily par plus accrued and unpaid interest. Ordinarily, the
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remarketing agent will adjust the interest rate every seven days (or at other intervals corresponding to the notice period for the put), in order to maintain the interest rate at the prevailing rate for securities with a seven‑day maturity.
Variable amount master demand notes in which certain Funds may invest are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time. While the notes are not rated by credit rating agencies, issuers of variable amount master demand notes (which are normally manufacturing, retail, financial and other business concerns) must satisfy the same criteria set forth above for commercial paper. The Subadviser will consider the earning power, cash flow, and other liquidity ratios of such notes and will continuously monitor the financial status and ability to make payment on demand. In determining dollar weighted average maturity, a variable amount master demand note will be deemed to have a maturity equal to the longer of the period of time remaining until the next interest rate adjustment or the period of time remaining until the principal amount can be recovered from the issuer through demand.
WARRANTS AND RIGHTS
Certain Funds may, from time to time, invest in warrants. Warrants are, in effect, longer‑term call options. They give the holder the right to purchase a given number of shares of a particular company at specified prices within certain periods of time. The purchaser of a warrant expects that the market price of the security will exceed the purchase price of the warrant plus the exercise price of the warrant, thus giving him a profit. Of course, since the market price may never exceed the exercise price before the expiration date of the warrant, the purchaser of the warrant risks the loss of the entire purchase price of the warrant. Warrants generally trade in the open market and may be sold rather than exercised. Warrants are sometimes sold in unit form with other securities of an issuer. Units of warrants and common stock may be employed in financing young, unseasoned companies. The purchase price of a warrant varies with the exercise price of a warrant, the current market value of the underlying security, the life of the warrant and various other investment factors.
Rights are similar to warrants in they represent the right to buy common shares, however, in contrast, rights have a subscription price lower than the current market of the common stock and a life of two to four weeks.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
Certain Funds may purchase securities on a "when‑issued" or "delayed delivery" basis. A Fund will engage in when‑issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with its investment objectives and policies, not for investment leverage, although such transactions represent a form of leveraging. When‑issued securities are securities purchased for delivery beyond the normal settlement date at a stated price and yield and thereby involve risk that the yield obtained in the transaction will be less than that available in the market when the delivery takes place. A Fund will not pay for such securities or start earning interest on them until they are received. When a Fund agrees to purchase securities on a "when‑issued" or "delayed delivery" basis, the Fund will segregate or "earmark" cash or assets determined to be liquid equal to the amount of the commitment.
Securities purchased on a when‑issued basis are recorded as an asset and are subject to changes in the value based upon changes in the general level of interest rates. In when‑issued and delayed delivery transactions, a Fund relies on the seller to complete the transaction; the seller's failure to do so may cause such Fund to miss a price or yield considered to be advantageous. If a Fund sells a "when‑issued" or "delayed delivery" security before a delivery, any gain would be taxable.
ZERO COUPON AND PAY-IN-KIND SECURITIES
Certain Funds may invest in zero coupon bonds and pay‑in‑kind securities. Zero coupon bonds (which do not pay interest until maturity) and pay‑in‑kind securities (which pay interest in the form of additional securities) may be more speculative and may fluctuate more in value than securities which pay income periodically and in cash. In addition, although a Fund receives no periodic cash payments from such investments, applicable tax rules require the Fund to accrue and pay out its income from such securities annually as income dividends.
AZL BLACKROCK GLOBAL ALLOCATION FUND – INVESTMENTS IN THE SUBSIDIARY
The Fund's primary vehicle for gaining exposure to the commodities markets is expected to be through investments in the AZL Cayman Global Allocation Fund I, Ltd. (the "Subsidiary"), a wholly-owned and controlled subsidiary of the Fund formed in the Cayman Islands, which invests primarily in commodity-related instruments. The Fund may invest up to 25% of its total assets in the shares of the Subsidiary. Investments in the Subsidiary are expected to provide the Fund with
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exposure to the commodity markets within the limitations of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and recent Internal Revenue Service (the "IRS") revenue rulings, as discussed below.
The Subsidiary's assets are managed by BlackRock Investment Management, LLC ("BlackRock"). The Subsidiary (unlike the Fund) may invest without limitation in commodity-related instruments. However, the Subsidiary is otherwise subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund, including the timing and method of the valuation of the Subsidiary's portfolio investments and shares of the Subsidiary. The Subsidiary is managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund.
The Subsidiary is a company organized under the laws of the Cayman Islands. Its registered office is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104, Cayman Islands. The Subsidiary is overseen by its own board of directors, comprised of Brian Muench, who is President and Chair of the Trust and of the Manager, and Michael Scriver, who is a Vice President of the Manager. The Fund is the sole shareholder of the Subsidiary, and shares of the Subsidiary will not be sold or offered to other investors.
The Subsidiary invests primarily in commodity-related instruments. Although the Fund may enter into these commodity-related instruments directly, the Fund will likely gain exposure to these commodity- related instruments indirectly by investing in the Subsidiary. To the extent that BlackRock believes that these commodity-related instruments provide suitable exposure to the commodities market, the Fund's investment in the Subsidiary will likely increase.
BlackRock manages the assets of the Subsidiary, but receives no additional compensation for doing so. However, the Fund pays the Manager (and the Manager pays BlackRock) based on the Fund's assets, including the assets invested in the Subsidiary. The Subsidiary will enter into separate contracts for the provision of services, such as accounting, custody, and transfer agency, with the same or with affiliates of the same service providers that provide those services to the Fund.
The financial statements of the Subsidiary will be consolidated with the Fund's financial statements in the Fund's Annual and Semi-Annual Reports. The Fund's Annual and Semi-Annual Reports are distributed to shareholders. Copies of the Fund's Reports are provided without charge upon request as indicated on the front cover of this Statement of Additional Information.
The Subsidiary is not registered under the 1940 Act, and is not subject to all the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, the Subsidiary's board consists of individuals who are affiliated with the Trust or the Manager, and the assets of both the Fund and the Subsidiary are managed by BlackRock, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Fund's Board of Trustees has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary and the Fund's role as sole shareholder of the Subsidiary. As noted above, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund. The Fund has consented to service of process and examination of the Subsidiary by the Securities and Exchange Commission.
Changes in the laws of the United States or the Cayman Islands could result in the inability of the Fund or the Subsidiary to operate as described in the Fund's prospectus and this Statement of Additional Information and could adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.
The Fund, as a regulated investment company ("RIC") under the tax rules, is required to realize at least 90 percent of its annual gross income from investment-related sources, specifically from dividends, interest, proceeds from securities lending, gains from the sales of stocks, securities and foreign currencies, other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, or certain types of publicly traded partnerships (referred to as qualifying income). Direct investments by a RIC in commodity-related instruments generally do not, under published IRS rulings, produce qualifying income. In a series of private letter rulings, the IRS has indicated that income derived by a RIC from a wholly-owned subsidiary invested in commodity and financial futures and option contracts, forward contracts, swaps on commodities or commodities indexes, commodity-linked notes and fixed income securities serving as collateral for the contracts would constitute qualifying income.
The Fund has not obtained a private letter ruling from the IRS regarding its investments in the Subsidiary. Further, the IRS recently has indicated that it is actively reviewing the position established in the prior private letter rulings. If there
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are changes in the tax treatment of the Fund's direct and indirect investments in commodities, including the tax treatment of the Fund's investment in the Subsidiary, the Fund may be unable to obtain exposure to commodity markets, or may be limited in the extent to which or manner in which it can obtain such exposure.
The Subsidiary will not be subject to Federal income tax. It will, however, be considered a controlled foreign corporation, and the Fund will be required to include as income annually amounts earned by the Subsidiary during that year. Furthermore, the Fund will be subject to a distribution requirement on such Subsidiary income, whether or not the Subsidiary makes a distribution to the Fund during the taxable year.
The Subsidiary is managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, the Manager, in managing the Subsidiary's portfolio, is subject to the same investment policies and restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary's portfolio investments and shares of the Subsidiary. These policies and restrictions are described elsewhere in detail in this Statement of Additional Information. The Fund's Chief Compliance Officer oversees implementation of the Subsidiary's policies and procedures, and makes periodic reports to the Fund's Board of Trustees regarding the Subsidiary's compliance with its policies and procedures.
The AZL Blackrock Global Allocation Fund and Subsidiary test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the Subsidiary complies with asset segregation requirements to the same extent as the Fund.
AZL MIDCAP INDEX FUND AND AZL RUSSELL 1000 GROWTH INDEX FUND – INVESTMENTS IN PRIVATELY PLACED SECURITIES
In October, 2016, the AZL Mid Cap Index Fund and the AZL Russell 1000 Growth Index Fund were the acquiring (or surviving) funds in several fund mergers in which several other mutual funds (the acquired funds) that were series of the Trust were merged into the AZL Mid Cap Index Fund and the AZL Russell 1000 Growth Index Fund, respectively. In connection with the mergers, the acquiring funds received all of the assets of the corresponding acquired funds, including the acquired funds' investment assets. A small amount of the investment assets received by the AZL Mid Cap Index Fund (approximately 1.3% of post-merger fund assets) and the AZL Russell 1000 Growth Index Fund (approximately 0.6% of post-merger fund assets) were in securities which had been acquired in private transactions, which may be subject to resale restrictions, and for which there currently is no ready market. As a result, the AZL Mid Cap Index Fund and the AZL Russell 1000 Growth Index Fund to date have been unable to sell these private securities and may be unable to sell these private securities for the foreseeable future.
Because these private securities are not part of the indexes on which each Fund's respective investment objectives and principal investment strategies are based, holding these private securities may increase the risk that each Fund will fail to achieve its goal of matching the performance of its respective index. In addition, holding these private securities will subject the Funds to the risks of investments in privately placed securities. These private securities will have the effect of increasing the level of the Fund illiquidity to the extent the Fund continues to be unable to sell or transfer these private securities due to restrictions on transfers or the lack of interested buyers for the private securities. The illiquidity of the market, as well as the lack of publicly available information regarding these securities, may also make it difficult for the Funds' to arrive at a fair value for these private securities. If the Funds are able to sell these private securities in the future, the Funds may be unable to sell at an advantageous time or price due to the lack of market liquidity.
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INVESTMENT RESTRICTIONS

Fundamental Restrictions
The investment objective of any Fund, except the AZL Government Money Market Fund, may be changed by the Board of Trustees without shareholder approval. The investment objective of the Government Money Market Fund may not be changed without a vote of the holders of a majority of the Fund's outstanding shares. In addition, the following fundamental investment restrictions may be changed with respect to a particular Fund only by the vote of a majority of the outstanding shares of that Fund (as defined under "Additional Information – Vote of a Majority of the Outstanding Shares" in this Statement of Additional Information). All other investment restrictions described in the Prospectus or this Statement of Additional Information may be changed by the Board of Trustees. No Fund may:
1.
Act as an underwriter of securities within the meaning of the 1933 Act except insofar as it might be deemed to be an underwriter upon the disposition of portfolio securities acquired within the limitation on purchases of illiquid securities and except to the extent that the purchase of obligations directly from the issuer thereof in accordance with its investment objective, policies and limitations may be deemed to be underwriting.
2.
Invest in commodities, including commodity contracts, except that as consistent with its investment objective and policies the Fund may: (a) purchase and sell options, forward contracts, futures contracts, including without limitation those relating to indices; (b) purchase and sell options on futures contracts or indices; and (c) purchase publicly traded securities of companies engaging in whole or in part in such activities.  This restriction shall not prohibit the funds, subject to restrictions described in the Prospectuses and elsewhere in this Statement of Additional Information, from purchasing, selling or entering into foreign currency forward contracts, foreign currency options, or any interest rate, securities-related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. The AZL BlackRock Global Allocation Fund may invest in commodities in accordance with applicable law and its prospectus and statement of additional information and without registering as a commodity pool operator under the Commodity Exchange Act.
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, provided that the AZL Morgan Stanley Global Real Estate Fund may concentrate in equity securities of companies in the real estate industry, and with respect to all other 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.
NOTE: The AZL Morgan Stanley Global Real Estate Fund technically is not subject to these limitations since it was classified at inception as a non-diversified investment company.  However, because the Fund in fact has been operated in a manner consistent with these limitations, it is the position of the SEC staff that it must continue to operate consistent with these limitations until shareholders of the Fund vote to return the Fund to a non-diversified status.
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.
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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.
As a non-fundamental policy, the following funds have more restrictive limits as follows:
AZL Government Money Market Fund
10% (with respect to 8a only)
AZL Morgan Stanley Global Real Estate Fund
10% (with respect to 8b only)
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.
With respect to investment limitation No. 4(a), above, and as a non-fundamental policy which may be changed without the vote of shareholders, the government obligations on which there is no limitation will not include private activity municipal private debt securities principally backed by the assets and revenues of the non-governmental user of the funds generated by the securities issuance.
Non-Fundamental Restrictions
In addition, the Funds are subject to the following non‑fundamental limitations, which may be changed without the vote of shareholders. No Fund may:
1.
Write or sell put options, call options, straddles, spreads, or any combination thereof, except as consistent with a Fund's investment objective and policies for transactions in options on securities or indices of securities, futures contracts and options on futures contracts and in similar investments.
2.
Purchase securities on margin, make short sales of securities or maintain a short position, except that, as consistent with a Fund's investment objective and policies, (a) this investment limitation shall not apply to the Fund's transactions in futures contracts and related options, options on securities or indices of securities and similar instruments, (b) it may obtain short‑term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (c) the Funds may engage in short sales against the box. The AZL BlackRock Global Allocation Fund may make short sales of securities or maintain a short position as and to the extent permitted by its Prospectus or this SAI and by applicable law.
3.
Purchase securities of companies for the purpose of exercising control. For AZL BlackRock Global Allocation Fund, investments in wholly-owned investment entities (for example, the Subsidiary) 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% (5% with respect to the AZL Government Money Market Fund) of its net assets in illiquid securities.
5.
Invest in shares of other mutual funds in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Except for the Funds' policy on illiquid securities and borrowing, if a percentage limitation is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in the value of a Fund's portfolio securities will not constitute a violation of such limitation for purposes of the 1940 Act.
PORTFOLIO TURNOVER
The portfolio turnover rate for each of the Funds is calculated by dividing the lesser of a Fund's purchases or sales of portfolio securities for the year by the monthly average value of the securities. The SEC requires that the calculation exclude all securities whose maturities at the time of acquisition are one year or less. The portfolio turnover rates for the
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Funds of the Trust may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemption of shares. High portfolio turnover rates will generally result in higher transaction costs to a Fund, including brokerage commissions. Portfolio turnover rates are set forth in the Financial Highlights of the Prospectus.
If a particular Fund changes subadvisers in any given year, the fund may experience a significant variation in the turnover rate due to the replacement of existing holdings by the new subadviser. For the year ended December 31, 2016, as reflected in the Financial Highlights section of the prospectus: (i) AZL BlackRock Global Allocation Fund experienced a higher portfolio turnover rate which can be attributed to the Fund increasing its trading activity in foreign agency obligations and U.S. Treasury obligations during the past fiscal year; (ii) AZL Enhanced Bond Index Fund experienced significant variation in turnover rates due to the nature of a bond fund which include bond maturities and repurchases; (iii) AZL MetWest Total Return Bond  Fund experienced significant variation in turnover rates due to the nature of a bond fund which include bond maturities and repurchases; (iv) AZL Pyramis® Total Bond Fund experienced significant variation in turnover rates due to the nature of a bond fund which include bond maturities and repurchases; (v) AZL Russell 1000 Growth Index Fund experienced significant variation in turnover rates due to repositioning of the Fund's portfolio; and (vi) AZL Russell 1000 Value Index Fund experienced significant variation in turnover rates due to repositioning of the Fund's portfolio.

OTHER FUND POLICIES

DISCLOSURE OF PORTFOLIO HOLDINGS
The Board has adopted policies and procedures regarding the disclosure of portfolio holdings in order to assist the Funds in preventing the misuse of material nonpublic information and to ensure that shareholders and other interested parties continue to receive portfolio information on a uniform basis. The chief compliance officer of the Trust oversees application of the policies and provides the Board with periodic reports regarding the Funds' compliance with the policies.
In general, the Trust has instructed all third-party service providers and Allianz Investment Management LLC its investment adviser, that no information regarding portfolio holdings may be disclosed to any unaffiliated third party except as follows.
Complete portfolio holdings will be included in the Funds' annual and semi-annual reports. The annual and semi-annual reports are mailed to all shareholders, and are filed with the SEC. The Funds file their complete portfolio holdings with the SEC within 60 days after the end of their first and third quarters on Form N-Q. Copies of the Funds' annual and semi-annual reports and Forms N-Q are available: 1) free on the EDGAR Database on the SEC's website at www.sec.gov; 2) for review or copying, copies subject to a duplication fee, at the SEC's Public Reference Room in Washington, D.C.; 3) by e-mailing your request to publicinfo@sec.gov; or 4) by writing the SEC's Public Reference Section, 100 F Street NE, Washington, D.C. 20549. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at 1-202-551-8090.
Approximately 21 to 45 days after the end of each quarter, the Funds' distributor posts on the Funds' website (www.allianzlife.com) and publishes a fact sheet on each of the Funds which lists the Fund's top holdings (generally, the top 10 to 15 holdings) at quarter-end.  On or before the fifth business day of each month, a schedule of investments for the AZL Government Money Market Fund, as of the last business day of the prior month, will be posted on the Funds' website in accordance with Rule 2a-7.  Information concerning the Funds' portfolio holdings that is more current than that in reports or other filings filed electronically with the SEC may be disclosed in certain printed materials, provided that the information is posted on the Funds' website one day prior to the use of such printed materials.
The Funds may disclose their portfolio holdings to mutual fund databases and rating services (such as Lipper and Morningstar) on a quarterly basis, but no sooner than 30 days after the end of the relevant quarter.  The disclosure of portfolio holdings to databases and rating services is generally made for the purpose of obtaining ratings for the Funds and making available to the public the same portfolio holdings information as is typically provided for other rated mutual funds.  Any disclosure to mutual fund databases and rating services shall be made subject to a confidentiality agreement or provisions limiting the use of such information to the approved purposes.
In order to assure that any disclosure of portfolio holdings is in the best interests of shareholders, and to prevent any conflicts of interest between the Funds' shareholders, investment adviser, principal underwriter, or any affiliated person of the Funds, the Funds' policies regarding the disclosure of portfolio holdings include the provision that the Funds'
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investment adviser (Allianz Investment Management LLC), subadvisers, and affiliates have access to portfolio composition and performance on a real-time basis, but only for legitimate business purposes. Any recipient of such information is subject to a duty of confidentiality, including a duty not to trade on the non-public information portfolio holdings also may be provided to the Participating Insurance Companies, or to their parent companies, affiliates or service providers, on a quarterly, monthly or more frequent basis, for purposes of financial reporting, risk management, regulatory compliance, or for other legitimate business purposes.
The Funds' administrator, fund accountant, transfer agent, custodian, proxy voting service, and certain consultants and providers of software used to analyze portfolio performance may be given access to portfolio information, on a current basis, in connection with services provided by them. All of these latter entities are subject to confidentiality and non-use agreements and may not disclose (or use information on) portfolio holdings without the express written approval of the Chief Compliance Officer of the Trust.  The Fund's independent registered public accountant, KPMG LLP, also has access from time to time to the Fund's portfolio holdings in connection with performing the audit and related functions. In addition, the President of the Trust, in consultation with the Chief Compliance Officer of the Trust, may authorize the release of information regarding portfolio holdings upon a determination that such release is in the best interests of the shareholders of the relevant Fund or Funds.
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Set forth below is a list of those parties with whom the Funds have authorized ongoing arrangements that include the release of portfolio holdings information, as well as the frequency of the release under such arrangements, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed.
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
None
ByAllAccounts, Inc.
Daily
1 Day
Charles River
Daily
1 Day
Citi Fund Services Ohio, Inc. (Fund Accountant and Administrator)
Daily
None
Cogent Consulting
Daily
1 Day
Electra
Daily
1 Day
EVARA/SS&C
Daily
No delay
Factset
Daily
1 Day
Glass Lewis & Co., LLC (proxy voting services)
Weekly
No delay
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
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
Quarterly
31 Calendar days after quarter end
SmartStream Technologies LTD.
Daily
1 Day
State Street Bank and Trust Company (State Street)
Daily
No delay
Style Research
Monthly
25th calendar day
SunGard Data Systems Inc.
Daily
1 Day
Thomson/Vestek
Quarterly
31 Calendar days after quarter end
Trade Informatics
Daily
1 Day
No compensation or any other consideration is received by the Funds, the Manager, or any other party in connection with disclosure of portfolio holdings.
On a quarterly basis, the Board will receive a report of portfolio holdings disclosures and will monitor such disclosures to ascertain that no conflicts exist and that any disclosures of information about portfolio holdings are in the best interests of Fund shareholders.
There is no assurance that the Funds' policies on holdings information will protect the fund from the potential misuse of holdings by individuals or firms in possession of that information.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The shares of the Trust's Funds are sold on a continuous basis by the Trust's distributor, Allianz Life Financial Services, LLC (the "Distributor "or "ALFS"), an affiliate of the Manager, and the Distributor has agreed to use appropriate efforts to solicit all purchase orders.
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NET ASSET VALUE
As indicated in the Prospectus, the net asset value of each class of each Fund is determined and the shares of each Fund are priced as of the valuation times defined in the Prospectus (see "Shareholder Information – Pricing of Fund Shares") on each Business Day of the Trust. A "Business Day" is a day on which the New York Stock Exchange (the "NYSE") is open for trading. Currently, the NYSE will not be open in observance of the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
VALUATION OF THE GOVERNMENT MONEY MARKET FUND
The AZL Government Money Market Fund has elected to use the amortized cost method of valuation pursuant to Rule 2a‑7 under the 1940 Act. This involves valuing an instrument at its cost initially and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. This method may result in periods during which value, as determined by amortized cost, is higher or lower than the price a Fund would receive if it sold the instrument. The value of securities in the AZL Government Money Market Fund can be expected to vary inversely with changes in prevailing interest rates.
Pursuant to Rule 2a-7, the AZL Government Money Market Fund will maintain a dollar weighted average maturity appropriate to the Fund's objective of maintaining a stable net asset value per share, provided that the Fund will not purchase any security with a remaining maturity of more than 397 days (thirteen months) from the date of purchase in the case of government securities and securities in the NRSROs' highest short-term rating categories, or of more than 45 calendar days from the date of purchase in the case of securities in the NRSROs' second highest short-term rating categories.  The AZL Government Money Market Fund must maintain an average weighted maturity of 60 days or less and a weighted average life of 120 days or less.
The AZL Government Money Market Fund must also hold at least 10% of its total assets in "daily liquid assets" and at least 30% of its total assets in "weekly liquid assets."  Daily liquid assets are limited to cash, direct obligations of the U.S. Government, and other securities payable within one business day.  Weekly liquid assets are limited to cash, direct obligations of the U.S. Government, direct discount obligations of federal government agencies and government-sponsored enterprises with a remaining maturity date of 60 days or less from the date of purchase, and other securities payable within five business days.  In addition, the AZL Government Money Market Fund is required to hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions.  This general liquidity obligation may require the AZL Government Money Market Fund to maintain greater liquidity than would be required by the daily and weekly minimum liquidity requirements described above.
The AZL Government Money Market Fund's board of trustees has also undertaken to establish procedures reasonably designed, taking into account current market conditions and the investment objective of the Fund, to stabilize the net asset value per share of the Fund for purposes of sales and redemptions at $1.00. These procedures include review by the trustees, at such intervals as they deem appropriate, to determine the extent, if any, to which the net asset value per share of the Fund calculated by using available market quotations deviates from $1.00 per share. In the event such deviation exceeds 0.5%, Rule 2a-7 requires that the board of trustees promptly consider what action, if any, should be initiated. If the trustees believe that the extent of any deviation from the AZL Government Money Market Fund's $1.00 amortized cost price per share may result in material dilution or other unfair results to new or existing investors, they will take such steps as they consider appropriate to eliminate or reduce, to the extent reasonably practicable, any such dilution or unfair results. These steps may include selling portfolio instruments prior to maturity, shortening the dollar weighted average maturity, withholding or reducing dividends, reducing the number of the Fund's outstanding shares without monetary consideration, or utilizing a net asset value per share determined by using available market quotations.
VALUATION OF THE NON‑MONEY MARKET FUNDS
Portfolio securities, the principal market for which is a securities exchange, will be valued at the closing sales price on that exchange on the day of computation or, if there have been no sales during such day, at the latest bid quotation. Portfolio securities, the principal market for which is not a securities exchange, will be valued at their latest bid quotation in such principal market. In either case, if no such bid price is available then such securities will be valued in good faith at their respective fair market values using methods by or under the supervision of the Board of Trustees. Portfolio securities of sufficient credit quality with a remaining maturity of 60 days or less will be valued either at amortized cost or original cost plus accrued interest, which approximates current value.
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Options purchased and held by the Funds generally are valued at the average of the closing bid and ask quotations on the principal exchange on which the option is traded, as of the close of the NYSE. The close of trading for some options exchanges may occur later than the closing of the NYSE. If market quotations are not available, the value of an option may be priced at fair value as determined in good faith by or at the direction of the Funds' Trustees.
Portfolio securities which are primarily traded on foreign exchanges are generally valued with the assistance of a pricing service and are generally valued at the preceding closing values of such securities on their respective exchanges, except that when an occurrence subsequent to the time a foreign security is valued is likely to have changed such value, then the fair value of those securities may be determined by consideration of other factors by or under the direction of the Board of Trustees.  Over‑the‑counter securities are valued on the basis of the bid price at the close of business on each business day; however securities that are traded on NASDAQ are valued at the official closing price reported by NASDAQ. Notwithstanding the above, bonds and other fixed‑income securities are valued by using market quotations and may be valued on the basis of prices provided by a pricing service approved by the Board of Trustees. All assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars at the mean between the bid and asked prices of such currencies against U.S. dollars as last quoted by any major bank.
All other assets and securities, including securities for which market quotations are not readily available, will be valued at their fair value as determined in good faith under the general supervision of the Board of Trustees.
REDEMPTION IN KIND
Although the Funds intend to pay share redemptions in cash, the Funds reserve the right to make payment in whole or in part in securities rather than cash, known as "redemption in kind." This could occur under extraordinary circumstances, such as a very large redemption that could affect Fund operations (for example, more than $250,000 or 1% of a Fund's net assets). If the Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to the accumulation unit value allocated under your variable contract to the subaccount that invests in the Fund. When these securities are converted to cash, the associated brokerage charges will be deducted from the assets of the subaccount. Any securities redeemed in kind will remain subject to market risk until sold.

MANAGEMENT OF THE TRUST

TRUSTEES AND OFFICERS
Overall responsibility for management of the Trust rests with its Board of Trustees, who are elected by the shareholders of the Trust. In addition to serving on the Board of Trustees of the Trust, each Trustee serves on the Board of the Allianz Variable Insurance Products Fund of Funds Trust ("FOF Trust").  The Trustees elect the officers of the Trust to supervise its day‑to‑day operations. Subject to the provisions of the Declaration of Trust, the Board of Trustees manages the business of the Trust and the Trustees have all powers necessary or convenient to carry out this responsibility including the power to engage in transactions of all kinds on behalf of the Trust. The Board of Trustees is responsible for oversight of the officers and may elect and remove, with or without cause, such officers as they consider appropriate.
The chairman of the Board of Trustees is Brian Muench who is an "interested person" of the Trust, as defined under the 1940 Act, by virtue of his employment with Allianz Life Insurance Company of North America ("Allianz") and the Manager. Since October 2014, the Trust has a Lead Independent (non-"interested") Trustee, who is Peggy Ettestad. The Lead Independent Trustee was established to enable the independent members of the Board of Trustees to have a single point of contact with Fund management and the Manager, to coordinate the independent trustees' control and influence over fund governance. The Lead Independent Trustee is a member of the Board, who plays an active role in setting agendas, facilitating discussions, and serving as an interface between the Board and Fund management. The Lead Independent Trustee's responsibilities include (i) serving as leader of the independent trustees (keeping members focused on the objectives at hand, helping to shape meeting agendas, leading discussions, serving as spokesperson for the independent trustees, overseeing the quality, quantity, and timeliness of information received from Fund management, and seeking to improve the governance process); (ii) communicating regularly with other members of the Board of Trustees and with the Chairman; and (iii) conducting evaluations of the members of the Board of Trustees. The independent trustees believe that they have adequate control and influence over the governance of the Board and the Trust.
The Board of Trustees presently is composed of seven members, six of whom are independent. As described further below, each of the independent trustees is sophisticated and experienced in business matters. Each has prior senior management or board experience. Many of the independent trustees have significant prior experience in the financial
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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services industry. All of the independent trustees have served on the Board of Trustees for at least ten years; two independent trustees have served for over fifteen years.
As reflected below, the chairs and membership of the Audit, Investment and Nominating and Corporate Governance Committees are composed entirely of independent trustees. Through these committees, the independent trustees have direct oversight of accounting, auditing and financial matters affecting the Trust, the evaluation and supervision of the Trust's Manager and subadvisers and the selection and nomination of candidates to the Board of Trustees.
The independent trustees, through the Lead Independent Trustee, regularly communicate with Brian Muench, President and Chair of the Trust, regarding matters of interest or concern to them, and the independent trustees, through the Lead Independent Trustee, participate in developing agenda items for Board meetings. The Board of Trustees meets in person approximately five times each year and by telephone at other times. At each in-person meeting, the Board holds one or more executive sessions at which the independent trustees are free to discuss any matter of interest or concern to them and obtain information directly from officers, employees and other agents of the Trust.
The Board of Trustees is actively involved in the risk oversight of the Trust. The Board, as a whole and through its Audit and Investment committees, supervises the Trust's accounting and audit functions, as well as other financial matters affecting the Trust, and evaluates and supervises the Trust's Manager and subadvisers. The Board of Trustees regularly receives detailed reports from, and has opportunity to question representatives of, the Trust's Chief Compliance Officer, the Trust's independent audit firm, and the Trust's administrator. The Chief Compliance Officer's reports include a quarterly risk assessment outlining all identified compliance risks, all identified exceptions and their resolution. The Board of Trustees also periodically receives reports, in person or by telephone, from various subadvisers.
The Board of Trustees has established certain standing committees to assist in the oversight of the Trust.
·
The Audit Committee, made up of Mr. Burnim, Ms. Ettestad, Mr. Gelfenbien, Ms. Leonardi, Mr. Lewis 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 and Mr. Reeds, met four times during the last fiscal year. Mr. Gelfenbien, Mr. Burnim and Mr. Lewis serve as chairs 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 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 Brian Muench, Darin Egbert, Michael J. Tanski, 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, Chair, Neil C. Gonzales, Morris Engel, Jeremy Jacob, Jeremy German, Stacy Agness, Charlie W. Schaub, Brian Mong, Timothy Meyer, Collin Engebretson, Brent Sullivan, Keith Georges, and Max Rustad.  The Valuation Policy Committee monitors the assets of the Trust and, when necessary, determines the fair value of securities held by the Funds of the Trust.  This committee met 12 times during the last fiscal year.
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The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently seven Trustees, one of whom is an "interested persons" of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:
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
NON-INTERESTED TRUSTEES(1)
Peter R. Burnim, Age 70
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since 2/07
Consultant/Chair, various companies:  Chairman, Emrys Analytics and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC, 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Chairman Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Expert Witness, Massachusetts Department of Revenue, 2011 to present.
35
Argus Group Holdings and Subsidiaries; Northstar Group Holdings, Sterling Centrecorp Inc.; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.
Peggy L. Ettestad, Age 59
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
35
Luther College
Roger A. Gelfenbien,
Age 73
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since 10/99
Retired; Partner of Accenture 1983 to 1999
35
Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 61
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since 2/04
Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012
35
reSet Social Enterprise Investment Fund
Dickson W. Lewis, Age 68
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
35
None
Arthur C. Reeds  III,
Age 73
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
35
Connecticut Water Service, Inc.
INTERESTED TRUSTEES(3)
Brian Muench, Age 46
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
35
None
The following briefly describes specific experiences, qualifications, attributes or skills each trustee brings to his or her service on the Board of Trustees of the Trust:
Mr. Burnim – Brings to the Board of Trustees over 40 years of experience in management and director positions in the financial services industry. Mr. Burnim's management experience includes over 25 years in various senior management positions for Citibank/Citicorp's Corporate and Investment banking sectors and approximately ten years as Managing Director or Executive Vice President at various privately owned investment firms. Mr. Burnim also has substantial prior board experience, including service on the boards of The Bank of Bermuda and various hedge funds and insurance
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companies, as well as various nonprofits. Mr. Burnim offers the Board of Trustees his considerable knowledge of the securities and insurance industries in which the Trust functions and in Board governance matters.
Ms. Ettestad – Brings to the Board of Trustees over 20 years of senior management experience, including over ten years of experience in senior management positions specifically at insurance providers and other financial service firms. Ms. Ettestad's subject matter expertise includes creation and analysis of financial systems and design and implementation of Sarbanes Oxley compliance and control processes, both directly applicable to the Board's supervision of the Trust's finance and compliance functions.
Mr. Gelfenbien – Brings to the Board of Trustees nearly 20 years of experience as partner and managing partner at Anderson Consulting (now Accenture), where his clients included governments, insurance companies and banks. Mr. Gelfenbien also has substantial board experience, including service on the boards of the Virtus Funds, Phoenix Companies, Edge Series Mutual Funds, and Webster Bank, as well as on the University of Connecticut Board of Trustees. Mr. Gelfenbien therefore brings to the Board of Trustees his considerable knowledgeable of the mutual fund and insurance industries in which the Trust functions and his knowledge of Board governance matters.
Ms. Leonardi – Brings to the Board of Trustees more than 30 years of senior management experience, including approximately 20 years of experience as senior vice president, managing director or general partner of two private equity fund-of-funds managers and experience launching a new insurance subsidiary of Phoenix Home Life Mutual Insurance Co. Ms. Leonardi has substantial prior board experience, including service on the boards of the University of Connecticut Health Center (14 years), the University of Connecticut (10 years) and the Connecticut Children's Medical Center (3 years). Ms. Leonardi therefore brings considerable knowledgeable of the securities and insurance industries in which the Trust functions and in Board governance matters.
Mr. Lewis – Brings to the Board of Trustees over 35 years of management experience at various companies, including nearly 10 years in senior management positions at Fortis Financial Group and IDS Financial Services, Inc. Mr. Lewis brings to the Board of Trustees considerable experience in a variety of business functions, including sales and marketing, strategic planning, new product development and financial management. Mr. Lewis also has significant prior board experience with for profit and nonprofit organizations, including nearly 20 years on the Orono, Minnesota Board of Education. Mr. Lewis therefore also brings considerable knowledgeable of Board governance matters.
Mr. Reeds – Brings to the Board of Trustees over 30 years of experience in the investment department of CIGNA (and its predecessors), including nine years as Chief Investment Officer. Mr. Reeds also served as Chief Executive Officer of Conning Corporation (an investment bank) for the six months before its sale to Metropolitan Life. Mr. Reeds' prior board service includes Conning Corporation, Connecticut Water Service and Lyme Academy College of Fine Arts. Mr. Reeds therefore brings to the Board, and to his role as the Board's audit committee financial expert, considerable experience in the securities industry and Board governance matters and considerable knowledge in investments.
Mr. Muench – As President, is responsible for the day-to-day functions of the investment advisor, including management of the investment research process and the investment analytical group which monitors and makes recommendations regarding the retention of existing subadvisers and addition of new subadvisers within the investment option line-up. Mr. Muench brings to the Board of Trustees not only his expertise in investment management, but also his day-to-day working knowledge of the strategic direction of the Trust and the performance of the various funds of the Trust.
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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 46
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.
Michael Radmer, Age 72
Dorsey & Whitney LLP,
Suite 1500
50 South Sixth Street
Minneapolis, MN 55402‑1498
Secretary
Since 02/02
Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.
Bashir C. Asad,
Age 54
Citi Fund Services Ohio, Inc.
4400 Easton Commons, Suite 200
Columbus, OH  43219
Treasurer, Principal Accounting Officer and Principal Financial Officer
Since 06/16
Senior Vice President, Citi Fund Services Ohio, Inc.
Chris R. Pheiffer,
Age 48
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.
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The following table sets forth the dollar range of equity securities beneficially owned by each Trustee as of December 31, 2016.
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
Arthur C. Reeds III
5701 Golden Hills Drive
Minneapolis, MN 55416
None
None
Brian Muench
5701 Golden Hills Drive
Minneapolis, MN 55416
None
None
The following table sets forth any ownership by a non-interested Trustee or their immediate family members as to each class of securities of an investment advisor or principal underwriter of the Trust, or a person directly or indirectly controlling, controlled by, or under common control with an investment advisor or principal underwriter of the Trust as of December 31, 2016.
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
The following table sets forth total compensation paid to Trustees for the fiscal year ended December 31, 2016. No executive officer or person affiliated with the Trust, other than the Trustees, received compensation from any Fund for the fiscal year ended December 31, 2016, in excess of $60,000. Trustees who are affiliated with the Distributor or the Manager do not receive compensation from the Trust but all Trustees are reimbursed for all out‑of‑pocket expenses relating to attendance at meetings.
COMPENSATION TABLE 1/1/2016 THROUGH 12/31/2016
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
$100,907
$-
N/A
$170,000
Peggy L. Ettestad
$126,134
$-
N/A
$212,500
Roger A. Gelfenbien
$100,907
$-
N/A
$170,000
Arthur C. Reeds III
$100,907
$-
N/A
$170,000
Claire R. Leonardi
$116,043
$-
N/A
$195,500
Dickson W. Lewis
$100,907
$-
N/A
$170,000
INTERESTED TRUSTEES
Brian Muench
$-
$-
N/A
$-
TRUSTEE HOLDINGS
As of March 31, 2017, the Trustees and Officers of the Trust, individually and as a group, owned none of the shares of any Fund of the Trust.
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of March 31, 2017, the following persons were known by the Trust to own beneficially, 5% or more shares of the Funds:
Fund/Shareholder
Percent of the Class Total Assets Held by Allianz Life Insurance Company of North America*
Percent of the Class Total Assets Held by Allianz Life Insurance Company of New York**
AZL BlackRock Global Allocation Fund
100.00%
AZL DFA Emerging Markets Core Equity Fund
100.00%
AZL DFA International Core Equity Fund
100.00%
AZL DFA U.S. Core Equity Fund
100.00%
AZL DFA U.S. Small Cap Fund
100.00%
AZL Gateway Fund
89.66%
10.64%
AZL Government Money Market Fund
93.31%
6.69%
AZL International Index Fund (Class 1)
95.24%
4.76%
AZL International Index Fund (Class 2)
94.85%
5.15%
AZL MetWest Total Return Bond Fund
94.04%
5.96%
AZL Mid Cap Index Fund (Class 1)
95.14%
4.86%
AZL Mid Cap Index Fund (Class 2)
94.39%
5.61%
AZL Morgan Stanley Global Real Estate Fund (Class 1)
91.64%
8.36%
AZL Morgan Stanley Global Real Estate Fund (Class 2)
96.82%
AZL Pyramis® Total Bond Fund (Class 1)
91.19%
8.81%
AZL Pyramis® Total Bond Fund (Class 2)
90.54%
9.46%
AZL Russell 1000 Growth Index Fund (Class 1)
93.96%
6.04%
AZL Russell 1000 Growth Index Fund (Class 2)
95.33%
AZL Russell 1000 Value Index Fund (Class 1)
92.33%
7.67%
AZL Russell 1000 Value Index Fund (Class 2)
96.03%
AZL S&P 500 Index Fund (Class 1)
94.29%
5.71%
AZL S&P 500 Index Fund (Class 2)
97.65%
AZL Small Cap Stock Index Fund (Class 1)
98.49%
AZL Small Cap Stock Index Fund (Class 2)
96.51%
AZL T. Rowe Price Capital Appreciation Fund
95.58%
*
Allianz Life Insurance Company of North America (Allianz Life Variable Account B), 5701 Golden Hills Drive, Minneapolis, MN 55440
**
Allianz Life Insurance Company of New York (Allianz Life of NY Variable Account C), One Chase Manhattan Plaza, 37th Floor, New York, NY 10005‑1423
The Manager may be presumed to control both the Trust and each of the Funds because it and its affiliates possess or share investment or voting power with respect to more than 25% of the total shares outstanding of the Trust and the Funds. All of the outstanding shares of the Funds are owned, directly or indirectly, by Allianz Life Variable Account A, Allianz Life Variable Account B, and Allianz Life of NY Variable Account C (the "Separate Accounts") or otherwise by Allianz Life Insurance Company of North America or Allianz Life Insurance Company of New York. As a result, the Manager may have the ability to elect the Trustees, approve the investment management agreement and the distribution agreement for each of the Funds and to control any other matters submitted to the shareholders of the Funds for their approval or ratification, subject to any pass-through voting rights of owners of variable insurance Contracts with an investment in a Fund.
THE MANAGER
Subject to the general supervision of the Trust's Board of Trustees and in accordance with each Fund's investment objectives and restrictions, investment advisory services are provided to the Funds by the Manager. The Manager manages each Fund pursuant to an Investment Management Agreement (the "Management Agreement") with the Trust in respect of each such Fund, and subject to the investment policies described herein and in the Prospectus for the Funds.
The Manager is a registered investment adviser and a Minnesota limited liability company located at 5701 Golden Hills Drive, Minneapolis, MN 55416. Allianz Life Insurance Company of North America ("Allianz Life") is the sole owner of the Manager.
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For the services provided and the expenses assumed pursuant to the Management Agreement each of the Trust's Funds pays a fee, computed daily and paid monthly, at an annual rate calculated as a percentage of the average daily net assets of that Fund according to the following schedule:
Name of Fund
Gross Management Fee
AZL BlackRock Global Allocation Fund
0.75%
AZL DFA Emerging Markets Core Equity Fund
1.25%
AZL DFA International Core Equity Fund
0.95%
AZL DFA U.S. Core Equity Fund
0.80%
AZL DFA U.S. Small Cap Fund
0.85%
AZL Gateway Fund
0.80%
AZL Government Money Market Fund
0.35%
AZL International Index Fund
0.35%
AZL MetWest Total Return Bond Fund
0.60%
AZL Mid Cap Index Fund
0.25%
AZL Morgan Stanley Global Real Estate Fund
0.90%
AZL Pyramis® Total Bond Fund
0.50%
AZL Russell 1000 Growth Index Fund
0.44%
AZL Russell 1000 Value Index Fund
0.44%
AZL S&P 500 Index Fund
0.17%
AZL Small Cap Stock Index Fund
0.26%
AZL T. Rowe Price Capital Appreciation Fund
0.75%
The Manager compensates the subadvisers out of its management fee received from the Funds.
The management fees are computed and paid at the Fund level, with each class, if applicable, bearing its pro-rata portion of the expenses based upon relative net assets. For each Fund with a subadviser, the Manager pays the subadviser's compensation out of the gross management fee the Manager receives from the Fund.
The Manager and the Funds listed below have entered into a written agreement whereby the Manager has voluntarily reduced the management fee to the rates shown below.  These reductions may not be increased or terminated prior to April 30, 2018.
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. Core Equity Fund
0.54% on all assets
AZL DFA U.S. Small Cap Fund
0.70% on all assets
AZL MetWest Total Return Bond Fund
0.55% on all assets
AZL Morgan Stanley Global Real Estate Fund
0.85% on all assets
AZL Russell 1000 Growth Index Fund
0.39% on all assets
AZL Russell 1000 Value Index Fund
0.39% on all assets
AZL T. Rowe Price Capital Appreciation Fund
0.70% on all assets
The Manager may periodically elect to voluntarily reduce all or a portion of its fee with respect to any Fund in order to increase the net income of one or more of the Funds available for distribution as dividends.
The Manager separately has entered into an expense limitation agreement with certain of the Funds (each an "Expense Limitation Agreement"). Pursuant to the Expense Limitation Agreements, the Manager has agreed to waive or limit its fees and to assume other expenses to the extent necessary to limit the total annual operating expenses of each Fund to the limits described below.  The operating expenses covered by the Expense Limitation Agreement includes fees deducted from Fund assets such as audit fees and payments to independent trustees but does not include the operating expenses of other investment companies in which the Funds may invest ("acquired fund fees and expenses").  Please note that the waiver of such fees will cause the total return and yield of a fund to be higher than they would otherwise be in the absence of such a waiver.
The Manager may request and receive reimbursement ("recoupment") from the Fund for expenses previously paid by the Manager under the Expense Limitation Agreement, which may include waived management fees, provided that such reimbursement will not cause the Fund to exceed any limits in effect at the time of such reimbursement. The Fund's ability to reimburse the Manager in this manner only applies to expenses paid by the Manager within the three fiscal years prior to the date of such reimbursement.  Except as provided for in the Expense Limitation Agreement, reimbursement of amounts previously waived or assumed by the Manager is not permitted.
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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The Manager has contractually agreed to pay fund expenses, which may include waiving management fees, through April 30, 2018, in order to limit annual fund operating expenses for certain of the Funds of the Trust as follows:
 
Expense Limitation for Fund
Name of Fund
Class 1
Class 2
AZL BlackRock Global Allocation Fund
N/A
1.19%
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. Core Equity Fund
N/A
1.20%
AZL DFA U.S. Small Cap Fund
N/A
1.35%
AZL Gateway Fund
N/A
1.25%
AZL Government Money Market Fund
N/A
0.87%
AZL International Index Fund
0.52%
0.77%
AZL MetWest Total Return Bond Fund
NA
0.91%
AZL Mid Cap Index Fund
0.46%
0.71%
AZL Morgan StanleyGlobal Real Estate Fund
1.10%
1.35%
AZL Pyramis® Total Bond Fund
0.70%
0.95%
AZL Russell 1000 Growth Index Fund
0.59%
0.84%
AZL Russell 1000 Value Index Fund
0.59%
0.84%
AZL S&P 500 Index Fund
0.46%
0.71%
AZL Small Cap Stock Index Fund
0.46%
0.71%
AZL T. Rowe Price Capital Appreciation Fund
N/A
1.20%
Pursuant to the Management Agreement, the Funds will pay all expenses not assumed by the Manager. Among other expenses, each Fund pays its taxes (if any), brokerage commissions on portfolio transactions, interest, the cost of transfer and dividend disbursement, administration of shareholder accounts, custodial fees, expenses of registering and qualifying shares for sale after the initial registration, auditing and legal expenses, fees and expenses of unaffiliated trustees, and costs of shareholder meetings.
Unless sooner terminated, the Management Agreement continues in effect as to a particular Fund for an initial period of two years and thereafter for successive one‑year periods if such continuance is approved at least annually (i) by the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund and (ii) by vote of a majority of the Trustees who are not parties to the Management Agreement, or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for such purpose. The Management Agreement is terminable as to a particular Fund at any time on 60 days' prior written notice without penalty by the Trustees, by vote of a majority of outstanding shares of that Fund, or by the Manager as applicable. The Agreement also terminates automatically in the event of any assignment, as defined in the 1940 Act.
The Management Agreement provides that the Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its duties, except a loss suffered by a Fund resulting from a breach of fiduciary duty with respect to its receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Manager as applicable in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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The Funds' management fees for the last 3 fiscal years that were earned, recouped, and waived were as follows:
 
Period Ended December 31, 2016
Period Ended December 31, 2015
Period Ended December 31, 2014
Fund
Management Fees Earned
Recoupment
Management Fees Waived
Management Fees Earned
Recoupment
Management Fees Waived
Management Fees Earned
Recoupment
Management Fees Waived
AZL BlackRock Global Allocation Fund
$5,431,432
$-
$3,050
$5,968,942
$-
$-
$5,448,538
$-
$-
AZL DFA Emerging Markets Core Equity Fund
773,619
-
330,106
559,151
-
179,144
NA
NA
NA
AZL DFA International Core Equity Fund
1,727,636
-
363,714
1,165,596
-
245,391
NA
NA
NA
AZL DFA U.S. Core Equity Fund
4,370,837
-
1,420,518
3,248,830
-
1,055,872
NA
NA
NA
AZL DFA U.S. Small Cap Fund
1,731,664
-
305,591
1,295,918
-
228,692
NA
NA
NA
AZL Gateway Fund
1,508,592
-
-
1,692,126
-
-
1,713,999
-
-
AZL Government Money Market Fund*
2,464,856
-
1,440,270
2,377,767
-
2,377,767
2,608,403
-
2,608,403
AZL International Index Fund
2,803,703
37,705
-
2,380,767
-
37,705
2,956,173
162,211
-
AZL MetWest Total Return Bond Fund
2,308,851
-
192,402
2,463,162
-
205,268
307,769
-
25,648
AZL Mid Cap Index Fund
1,418,487
-
-
1,148,783
-
-
1,303,874
-
-
AZL Morgan Stanley Global Real Estate Fund
1,358,769
-
3,457
1,578,900
-
-
1,696,092
-
-
AZL Pyramis® Total Bond Fund
2,284,078
-
-
2,290,423
-
-
1,981,661
-
-
AZL Russell 1000 Growth Index Fund
1,330,240
-
134,929
497,771
-
-
579,788
-
-
AZL Russell 1000 Value Index Fund
1,655,791
-
157,418
912,995
-
-
939,140
-
-
AZL S&P 500 Index Fund
2,529,461
-
-
2,415,867
-
-
2,832,281
53,390
-
AZL Small Cap Stock Index Fund
1,034,763
-
-
832,170
-
-
973,417
7,655
-
AZL T. Rowe Price Capital Appreciation Fund
9,051,258
-
603,409
7,428,236
-
495,230
4,740,351
-
316,033
*
For the last three fiscal years, the amounts of Management Fee Waived do not reflect the following amounts reimbursed to the Fund: For the period ended December 31, 2016 - $1,024,586; for the period ended December 31, 2015 - $237,653; and for the period ended December 31, 2014 - $715,364.
Pursuant to separate agreements effective July 1, 2014 between the Funds and the Manager, the Manager provides a Chief Compliance Officer ("CCO") and certain compliance oversight and filing services to the Trust.  Under these agreements, the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $100.00 per hour for time incurred in connection with the preparation and filing of certain documents with the SEC.  The fees are paid to the Operations as "Administrative and compliance service fees" in the Funds' annual and semiannual reports.
THE SUBADVISERS
The Manager has entered into agreements (the "Subadvisory Agreements") with various Subadvisers with respect to each Fund managed by the Manager.
Subadvisers are selected through a rigorous portfolio manager selection process which includes researching each potential Subadviser's asset class, track record, organizational structure, management team, compliance philosophy and operational structure, consistency of performance, and assets under management. The Manager chooses a small group of potential Subadvisers it considers to be most qualified based on its evaluation, including a quantitative and qualitative analysis. Out of the small group of potential Subadvisers, the Manager then selects the firm it determines to be the most qualified. The Manager's selection is then subject to approval by the Board of Trustees, including a majority of the Trustees who are not "interested persons" of the Trust.
Each Subadviser's performance on behalf of a Fund is monitored by the Manager, taking into consideration investment objectives and policies and level of risk. The Manager brings comprehensive monitoring and control to the investment management process.
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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The Trust and the Manager were issued an exemptive order from the Securities and Exchange Commission in September 2002 which permits the Funds to obtain the services of one or more subadvisers without investor or shareholder approval. The exemptive order also permits the terms of Subadvisory Agreements to be changed and the employment of subadvisers to be continued after events that would otherwise cause an automatic termination of a Subadvisory Agreement, in each case without shareholder approval if those changes or continuation are approved by the Trust's Board of Trustees. If a subadviser were added or changed without shareholder approval, the Prospectus would be revised and shareholders notified.
Highly disciplined manager evaluation on both a quantitative and qualitative basis is an ongoing process. The Manager's investment committee gathers and analyzes performance data. Performance attribution, risk/return ratios and purchase/sale assessments are prepared monthly and, each quarter, a more comprehensive review is completed which consists of subadviser visits, fundamental analysis and statistical analysis. Extensive quarterly analysis is conducted to ensure that the Fund is being managed in line with the stated objectives. Semiannually, the investment committee reviews the back‑up subadviser selection, regression analysis and universe comparisons. In addition to ongoing compliance monitoring, the Manager's compliance team performs quarterly compliance reviews and a more extensive annual compliance examination, including an on-site compliance visit.  A number of "red flags" signal a more extensive and frequent manager review. These red flags consist of returns inconsistent with the investment objective, changes in leadership, ownership or portfolio managers, large changes in assets under management, changes to or deficiencies in compliance policies, practices or procedures, and changes in philosophy or discipline. The immediate response to any red flag is to assess the potential impact on the Subadviser's ability to meet investment objectives. The Manager monitors "back‑up" subadvisers for each investment class so that, should a subadviser change be warranted, the transition can be effected on a timely basis.
Under the Subadvisory Agreements, each Subadviser agrees to assume the obligations of the Manager to provide day‑to‑day investment decisions and other advisory services for a specific Fund or a portion of the assets of a specific Fund, as allocated by the Manager, if there is more than one Subadviser. For the AZL Morgan Stanley Global Real Estate Fund only, Morgan Stanley Investment Management has delegated some of its duties under the Subadvisory Agreement to certain of its affiliates.
The following table shows each Fund, its Subadviser and the rate paid by the Manager based on average daily net assets of each Fund for such subadvisory services during the last fiscal period ended December 31, 2016.
Fund
Subadviser
Subadvisory Fee*
AZL BlackRock Global Allocation Fund
BlackRock Investment Management, LLC
.41%
AZL DFA Emerging Markets Core Equity Fund
Dimensional Fund Advisors LP
.55%
AZL DFA International Core Equity Fund
Dimensional Fund Advisors LP
.36%
AZL DFA U.S. Small Cap Fund
Dimensional Fund Advisors LP
.37%
AZL DFA U.S. Core Equity Fund
Dimensional Fund Advisors LP
.16%
AZL Gateway Fund
Gateway Investment Advisers, LLC
.45%
AZL Government Money Market Fund
BlackRock Advisors, LLC
.08%
AZL International Index Fund
BlackRock Investment Management, LLC
.06%
AZL MetWest Total Return Bond Fund
Metropolitan West Asset Management, LLC
.18%
AZL Mid Cap Index Fund
BlackRock Investment Management, LLC
.02%
AZL Morgan Stanley Global Real Estate Fund
Morgan Stanley Investment Management, Inc.
.58%
AZL Pyramis® Total Bond Fund
FIAM LLC
.20%
AZL Russell 1000 Growth Index Fund
BlackRock Investment Management, LLC
.04%
AZL Russell 1000 Value Index Fund
BlackRock Investment Management, LLC
.04%
AZL S&P 500 Index Fund
BlackRock Investment Management, LLC
.02%
AZL Small Cap Stock Index Fund
BlackRock Investment Management, LLC
.02%
AZL T. Rowe Price Capital Appreciation Fund
T. Rowe Price Associates, Inc.
.40%
*
The Subadvisory Fee represents the annual fee based on the net asset value of the Fund and is accrued daily and payable monthly.
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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The Subadvisory Fee rates for the Funds are listed below. For those Funds with multiple rates, when average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate. For example, if a rate of 0.50% applies to the first $500 million, and a rate of 0.45% applies thereafter, and a fund had $600 million in average daily net assets, then 0.50% would apply to the first $500 million and 0.45% would apply to the remaining $100 million in assets.
Fund
Rate
Average Daily Net Assets (for Breakpoints)
AZL BlackRock Global Allocation Fund
First $500 million
Next $1 billion
Over $1.5 billion
0.420%
0.400%
0.375%
AZL DFA Emerging Markets Core Equity Fund
First $100 million
Over $100 million
0.550%
0.500%
AZL DFA International Core Equity Fund
First $100 million
Over $100 million
0.400%
0.300%
AZL DFA U.S. Small Cap Fund
First $100 million
Over $100 million
0.400%
0.350%
AZL DFA U.S. Core Equity Fund
First $100 million
Over $100 million
0.200%
0.150%
AZL Gateway Fund
First $500 million
Next $500 million
Thereafter
0.450%
0.425%
0.400%
AZL Government Money Market Fund
First $500 million
Next $500 million
Thereafter
0.090%
0.070%
0.060%
AZL International Index Fund
First $300 million
Thereafter
0.080%
0.040%
AZL MetWest Total Return Bond Fund
First $500 million
Thereafter
0.180%
0.100%
AZL Mid Cap Index Fund*
First $300 million
Thereafter
0.040%
0.020%
AZL Morgan Stanley Global Real Estate Fund
First $200 million
Thereafter
0.500%
0.400%
AZL Pyramis® Total Bond Fund
First $100 million
Next $400 million
Thereafter
0.250%
0.180%
0.130%
AZL Russell 1000 Growth Index Fund
First $300 million
Thereafter
0.040%
0.020%
AZL Russell 1000 Value Index Fund
First $300 million
Thereafter
0.040%
0.020%
AZL S&P 500 Index Fund*
First $300 million
Thereafter
0.040%
0.020%
AZL Small Cap Stock Index Fund*
First $300 million
Thereafter
0.040%
0.020%
AZL T. Rowe Price Capital Appreciation Fund
Assets under $500 million
Assets over $500 million
Assets over $2 billion
Assets over $3.0 billion
First $250 million
Next $250 million
First $1.0 billion
Over $1.0 billion
Next $500 million
Next $500 million
Thereafter
0.500%
0.400%
0.400%
0.350%
0.400%
0.350%
0.350%
*
Assets in these funds are aggregated for purposes of computing Subadviser's compensation for those funds.
The table below presents the subadvisory fees earned by the subadvisers of each of the Funds for the last 3 fiscal years.
Fund
Subadviser
Subadvisory Fees Earned for the fiscal year or period ended:
December 31, 2016
December 31, 2015
December 31, 2014
AZL BlackRock Global Allocation Fund
BlackRock Investment Management, LLC
$2,994,613
$3,282,764
$3,005,898
AZL DFA Emerging Markets Core Equity Fund
Dimensional Fund Advisors LP
340,519
245,735
NA
AZL DFA International Core Equity Fund
Dimensional Fund Advisors LP
645,227
436,144
NA
AZL DFA U.S. Small Cap Fund
Dimensional Fund Advisors LP
763,108
567,568
NA
AZL DFA U.S. Core Equity Fund
Dimensional Fund Advisors LP
869,603
643,162
NA
AZL Gateway Fund
Gateway Investment Advisers, LLC
848,121
951,858
964,173
AZL Government Money Market Fund
BlackRock Advisors, LLC
592,874
575,533
621,341
AZL International Index Fund
BlackRock Investment Management, LLC
441,663
392,118
457,788
AZL MetWest Total Return Bond Fund
Metropolitan West Asset Management, LLC
692,392
738,993
92,347
AZL Mid Cap Index Fund
BlackRock Investment Management, LLC
127,503
104,462
116,544
AZL Morgan Stanley Global Real Estate Fund
Morgan Stanley Investment Management Inc.
757,437
1,025,279
1,130,879
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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AZL Pyramis® Total Bond Fund
FIAM LLC
886,968
894,550*
735,804*
AZL Russell 1000 Growth Index Fund
BlackRock Investment Management, LLC
91,255
45,258
52,722
AZL Russell 1000 Value Index Fund
BlackRock Investment Management, LLC
119,416
82,982
85,392
AZL S&P 500 Index Fund
BlackRock Investment Management, LLC
335,370
322,893
372,296
AZL Small Cap Stock Index Fund
BlackRock Investment Management, LLC
89,407
72,761
83,639
AZL T. Rowe Price Capital Appreciation Fund
T. Rowe Price Associates, Inc.
4,722,673
3,944,580
2,526,749
*
Prior to January 1, 2016, Pyramis Global Advisors, LLC received subadvisory fees.
BLACKROCK ADVISORS, LLC
BlackRock Advisors, LLC ("BlackRock Advisors") was organized in 1994 to perform advisory services for investment companies.  BlackRock Advisors, which has its principal offices at 100 Bellevue Parkway, Wilmington, Delaware 19809 has served as the Portfolio's investment adviser since July 1, 2011. Prior thereto, BlackRock Institutional Management Corporation ("BIMC"), an affiliate of BlackRock Advisors, served as the Portfolio's investment adviser. BlackRock Advisors is a wholly-owned indirect subsidiary of BlackRock, Inc. ("BlackRock"). BlackRock and its affiliates had approximately $5.15 trillion in assets under management as of December 31, 2016.  BlackRock is an affiliate of The PNC Financial Services Group, Inc.
BLACKROCK INVESTMENT MANAGEMENT, LLC
BlackRock Investment Management, LLC ("BlackRock Investment") has its principal offices at 1 University Square Drive, Princeton, NJ 08540. BlackRock Investment is a wholly-owned, indirect subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States having, together with its affiliates, approximately $5.15 trillion in investment company and other assets under management as of December 31, 2016. BlackRock, Inc. is an affiliate of The PNC Financial Services Group, Inc.
A subsidiary of BNY Mellon Corp., The Boston Company is located at One Boston Place, Boston, MA 02108-4408.
DIMENSIONAL FUND ADVISORS LP
Dimensional Fund Advisors LP ("DFA") is located at 6300 Bee Cave Road, Building One, Austin, TX 78746. DFA has been engaged in the business of providing investment management services since May 1981. DFA is currently organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. As of December 31, 2016, assets under management for all Dimensional affiliated advisors totaled approximately $460 billion.
FIAM LLC
FIAM LLC ("FIAM") has its principal offices at 900 Salem Street, Smithfield, RI 02917. FIAM managed approximately $62.486 billion in assets worldwide as of December 31, 2016. FIAM LLC is an indirectly-held wholly-owned subsidiary of FMR LLC (along with its affiliates, "Fidelity Investments").
GATEWAY INVESTMENT ADVISERS, LLC
Gateway Investment Advisers, LLC ("Gateway") is located at 312 Walnut Street, 35th Floor, Cincinnati, OH 45202, serves as the subadvisor of the AZL Gateway Fund.  Gateway is a subsidiary of Natixis Global Asset Management, L.P.  Gateway had approximately $11.60 billion in assets under management at December 31, 2016.
METROPOLITAN WEST ASSET MANAGEMENT, LLC
Metropolitan West Asset Management, LLC ("MetWest"), has its principal offices at 865 South Figueroa Street, Los Angeles, California 90017. MetWest was founded in 1996, and, together with The TCW Group, Inc. and its other subsidiaries, which provide a variety of trust, investment management and investment advisory services, had approximately $191.56 billion under management or committed to management, including $158.28 billion of U.S. fixed income investments, as of December 31, 2016.
MORGAN STANLEY INVESTMENT MANAGEMENT INC.
Morgan Stanley Investment Management Inc. ("MSIM") is a wholly-owned subsidiary of Morgan Stanley.  MSIM, together with its affiliated asset management companies, had approximately $417 billion under management or supervision as of December 31, 2016. The offices of MSIM are located at 522 Fifth Avenue, New York, NY 10036. The following affiliates of MSIM serve as sub-subadvisers to the AZL Morgan Stanley Global Real Estate Fund, and are responsible for day-to-day management of the Fund's assets:  (i) Morgan Stanley Investment Management Limited, with
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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headquarters located at 25 Cabot Square, Canary Wharf, London E144QA, England, and (ii) Morgan Stanley Investment Management Company, with headquarters located at 23 Church Street, #16-01 Capital Square, Singapore 049481.
T. ROWE PRICE ASSOCIATES, INC.
T. Rowe Price Associates, Inc. ("T. Rowe Price") is a SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and sub-adviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of December 31, 2016, the Firm managed approximately $810.8 billion for more than 10 million individual and institutional investor accounts.
OTHER MANAGED ACCOUNTS
Brian Muench, President of the Manager, is primarily responsible for evaluating and selecting the subadvisers of the Trust, and for the day-to-day management of the Allianz Variable Insurance Products Fund of Funds Trust (the "FOF Trust"). As of December 31, 2016, aggregate assets under management in the FOF Trust were $10.480 billion.
The following chart reflects information at December 31, 2016 regarding accounts other than the listed Fund for which each portfolio manager employed by the Fund's subadviser has day-to-day management responsibilities. Accounts are grouped into three categories: (i) registered investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. dollars using the exchange rate as of the applicable date.
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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Fund
Portfolio Manager
Other Registered Investment Company Accounts/
Assets Under Management
Other Pooled Investment Vehicles/
Assets Under Management
Other Accounts/
Assets Under Management
AZL BlackRock Global Allocation Fund
Dennis Stattman
6 / $57.62 billion
4 / $21.21 billion additional accounts with performance based fees: 1 / $751.3 million
0 / $0
Dan Chamby
6 / $57.62 billion
4 / $21.21 billion additional accounts with performance based fees: 1 / $751.3 million
0 / $0
David Clayton
0 / $0
0 / $0
0 / $0
Kent Hogshire
0 / $0
0 / $0
0 / $0
Russ Koesterich
0 / $0
0 / $0
0 / $0
AZL DFA Emerging Markets Core Equity Fund
Joseph H. Chi
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Jed S. Fogdall
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Bhanu P. Singh
69 / $150.5 billion
29/ $2.8 billion
53 / $15.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Allen Pu
39 / $55.3 billion
21 / $3.3 billion
26 / $3.3 billion
AZL DFA International Core Equity Fund
Joseph H. Chi
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Jed S. Fogdall
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Bhanu P. Singh
69 / $150.5 billion
29/ $2.8 billion
53 / $15.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Allen Pu
39 / $55.3 billion
21 / $3.3 billion
26 / $3.3 billion
AZL DFA U.S. Core Equity Fund
Joseph H. Chi
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
The Allianz Variable Insurance Products Trust ¨SAI¨ May 1, 2017
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Jed S. Fogdall
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Lukas J. Smart
23 / $34.3 billion
1 / $84 million additional
7 / $6.9 billion additional accounts with performance based fees: 1 / $40 million
AZL DFA U.S. Small Cap Fund
Joseph H. Chi
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Jed S. Fogdall
139 / $307.3 billion
58 / $14.0 billion additional account with performance based fees: 1 / $213 million
86 / $28.9 billion additional accounts with performance based fees: 6 / $2.6 billion
Joel P. Schneider
26 / $51.3 billion
3 / $6.7 billion additional account with performance based fees: 1 / $213 million
18 / $5.3 billion
AZL Gateway Fund
Kenneth H. Toft
5 / $9.3 billion
0 / $0
21 / $1.9 billion
Paul R. Stewart
3 / $7.7 billion
0 / $0
24 / $1.9 billion
Michael T. Buckius
5 / $9.3 billion
0 / $0
29 / $1.9 billion
Daniel M. Ashcroft
5 / $9.3 billion
0 / $0
16 / $1.7 billion
AZL International Index Fund
Jennifer Hsui
141 / $282.5 billion
23 / $3.78 billion
0 / $0
Alan Mason
376 / $838.3 billion
941 / $550.9 billion
689 / $504.0 billion
Greg Savage
350 / $848.6 billion
73 / $25.40 billion
0 / $0
Creighton Jue
76 / $88.40 billion
65 / $54.47 billion
40 / $31.99 billion
Rachel M. Aguirre
89 / $97.16 billion
147 / $470.5 billion
135 / $449.0 billion
AZL MetWest Total Return Bond Fund
Tad Rivelle
28 / $111.5 billion
44 / $9.1 billion
performance Based fees: 23 / $1.6 billion
241 / $35.3 billion
performance Based fees: 9 / $4.1 billion
Stephen Kane
29 / $103.0 billion
47 / $10.3 billion
performance Based fees: 23 / $1.6 billion
241 / $35.3 billion
performance Based fees: 9 / $4.1 billion
Laird R. Landmann
27 / $103.0 billion
44 / $9.1 billion
performance Based fees: 23 / $1.6 billion
241 / $35.3 billion
performance Based fees: 9 / $4.1 billion
Bryan Whalen
25 / $111.5 billion
42 / $9.0 billion
performance Based fees: 23 / $1.6 billion
241 / $35.3 billion
performance Based fees: 9 / $4.1 billion
AZL Mid Cap Index Fund
Alan Mason
376 / $838.3 billion
941 / $550.9 billion
689 / $504.0 billion
Greg Savage
350 / $848.6 billion
73 / $25.40 billion
0 / $0
Creighton Jue
76 / $88.40 billion
65 / $54.47 billion
40 / $31.99 billion
Rachel M. Aguirre
89 / $97.16 billion
147 / $470.5 billion
135 / $449.0 billion
AZL Morgan Stanley Global Real Estate Fund
Theodore R. Bigman
13/$5.3 billion
25/$9.6 billion
38/$5.0 billion;  Separate accounts with performance-based fees: 8/$698.0
Michiel te Paske
7/$2.8 billion
16/$7.3 billion
29/$4.4 billion;  Separate accounts with performance-based fees: 2/$178.7 million
Sven van Kemenade
7/$2.8 billion
16/$7.3 billion
29/$4.4 billion;  Separate accounts with performance-based fees: 2/$178.7 million
Angeline Ho
7/$2.8 billion
16/$7.2 billion
28/$4.3 billion;  Separate accounts with performance-based fees: 2/$178.7 million
Bill Grant
10/$4.9 billion
17/$7.5 billion
31/$4.4 billion;  Separate accounts with performance-based fees: 2/$178.7 million
Desmond Foong
7/$2.8 billion
16/$7.2 billion
28/$4.3 billion;  Separate accounts with performance-based fees: 2/$178.7 million
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AZL Pyramis® Total Bond Fund
Ford O'Neil
15 / $92.012 billion
7 / $7.935 billion
6 / $2.35 billion
Celso Munoz
4 / $32.662 billion
3 / $5.903 billion
7 / $4.586 billion
Michael Weaver
1 / $242 million
2 / $433 million
5 / $1.234 billion
AZL Russell 1000 Growth Index Fund
Alan Mason
376 / $838.3 billion
941 / $550.9 billion
689 / $504.0 billion
Greg Savage
350 / $848.6 billion
73 / $25.40 billion
0 / $0
Creighton Jue
76 / $88.40 billion
65 / $54.47 billion
40 / $31.99 billion
Rachel M. Aguirre
89 / $97.16 billion
147 / $470.5 billion
135 / $449.0 billion
AZL Russell 1000 Value Index Fund
Alan Mason
376 / $838.3 billion
941 / $550.9 billion
689 / $504.0 billion
Greg Savage
350 / $848.6 billion
73 / $25.40 billion
0 / $0
Creighton Jue
76 / $88.40 billion
65 / $54.47 billion
40 / $31.99 billion
Rachel M. Aguirre
89 / $97.16 billion
147 / $470.5 billion
135 / $449.0 billion
AZL S&P 500 Index Fund
Alan Mason
376 / $838.3 billion
941 / $550.9 billion
689 / $504.0 billion
Greg Savage
350 / $848.6 billion
73 / $25.40 billion
0 / $0
Creighton Jue
76 / $88.40 billion
65 / $54.47 billion
40 / $31.99 billion
Rachel M. Aguirre
89 / $97.16 billion
147 / $470.5 billion
135 / $449.0 billion
AZL Small Cap Stock Index Fund
Alan Mason
376 / $838.3 billion
941 / $550.9 billion
689 / $504.0 billion
Greg Savage
350 / $848.6 billion
73 / $25.40 billion
0 / $0
Creighton Jue
76 / $88.40 billion
65 / $54.47 billion
40 / $31.99 billion
Rachel M. Aguirre
89 / $97.16 billion
147 / $470.5 billion
135 / $449.0 billion
AZL T. Rowe Price Capital Appreciation Fund
David R. Giroux
6 / $39.6 billion
1 / $426.7 million
0 / $0
POTENTIAL MATERIAL CONFLICTS OF INTEREST
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
Time and attention – The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Subadvisers seek to manage such competing interests for the time and attention of portfolio managers by having most portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models 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.
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Variation in compensation – Finally, the appearance of a conflict of interest may arise where a Subadviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.
The Subadvisers have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
PORTFOLIO MANAGER COMPENSATION
The following section includes portfolio manager compensation information as of December 31, 2016, for the Manager and each of the Subadvisers.
THE MANAGER
Allianz Investment Management LLC ("AIM LLC")
The portfolio manager's cash compensation consists of a fixed, market-based salary, an annual incentive bonus and compensation under a long-term performance incentive plan (known as ALT-PUP). The salary, and any annual salary increase, is determined based on relevant market considerations and the employee's individual performance. The amount of any annual incentive bonus is determined based on the overall financial performance relative to business goals of the Manager and its parent, Allianz Life Insurance Company of North America, and on the employee's individual performance. Eligibility for compensation under the ALT-PUP is based on the employee's level in the organization and individual performance. The employee may be awarded ALT-PUP units based on the overall financial performance relative to business goals of the Manager and its parent, and on the employee's individual performance. ALT-PUP units are valued and paid out over the three years following the award, with one-third of the award valued and paid each year. The actual value of the ALT-PUP units in any year is based primarily on the overall financial performance relative to business goals of the Manager and its parent.
Portfolio managers also may be eligible to participate in (i) a 401(k) retirement plan, (ii) a non-qualified employee stock purchase plan, which offers participants the opportunity to invest at a discount in shares of the publicly-traded stock of the Manager's ultimate parent, Allianz SE, and (iii) a non-qualified deferred compensation plan, which offers participants the tax benefits of deferring the receipt of a portion of their cash compensation until such time as designated under the plan.
Portfolio manager compensation is not based on the value of the assets held in the Funds' portfolios and is not based directly on the performance of the Funds; the performance of the Funds is a factor in the evaluation of the portfolio managers' performance, and the portfolio manager's individual performance is a factor in the determination of cash compensation, as described above.
THE SUBADVISERS
BlackRock Advisors, LLC
BlackRock Investment Management, LLC
Portfolio Manager Compensation Overview
The discussion below describes the portfolio managers' compensation as of December 31, 2016.
BlackRock's financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.
Base compensation – Generally, portfolio managers receive base compensation based on their position with the firm.
Discretionary Incentive Compensation – Messrs. Antonelli and Dickstein
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager's group within BlackRock, the investment performance, including risk-adjusted returns, of the firm's assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual's performance and contribution to the overall performance of these portfolios and BlackRock.   In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured.  Among other things, BlackRock's Chief Investment Officers make a subjective determination with respect to each portfolio manager's compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to
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the various benchmarks.  Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable.  With respect to these portfolio managers, such benchmarks for the Fund and other accounts are:
Portfolio Manager
Benchmarks
David Antonelli
A combination of market-based indices (e.g., Standard & Poor's Municipal Bond Index), certain customized indices and certain fund industry peer groups.
Akiva Dickstein
A combination of market-based indices (e.g. Citigroup Mortgage Index, Barclays GNMA MBS Index), certain customized indices and certain fund industry peer groups.
Discretionary Incentive Compensation – Messrs. Mason, Savage, Jue, and Mses. Aguirre and Hsui
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager's group within BlackRock, the investment performance, including risk-adjusted returns, of the firm's assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual's performance and contribution to the overall performance of these portfolios and BlackRock.   In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured.  Among other things, BlackRock's Chief Investment Officers make a subjective determination with respect to each portfolio manager's compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks.  Performance of fixed income and multi-asset class funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable.  Performance of index funds is based on the performance of such funds relative to pre-determined tolerance bands around a benchmark, as applicable. The performance of Messrs. Jue, Mason and Savage and Mses. Aguirre and Hsui is not measured against a specific benchmark.
Discretionary Incentive Compensation – Messrs. Chamby, Clayton, Hogshire, Kosterich and Stattman
Generally, discretionary incentive compensation for Global Allocation portfolio managers is based on a formulaic compensation program.  The team's formulaic portfolio manager compensation program is based on team revenue with a measure of operational efficiency, and pre-tax investment performance relative to benchmark over 1 and 5-year performance periods.  In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured.  BlackRock's Chief Investment Officers determine the benchmarks or rankings against which the performance of funds and other accounts managed by each portfolio management team is compared and the period of time over which performance is evaluated. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are a combination of S&P 500 Index, FTSE World ex-US Index, Bank of America Merrill Lynch Current 5-Year US Treasury Index and Citigroup Non-US Dollar World Government Bond Index.
A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, technology and innovation. These factors are considered collectively by BlackRock management.
Distribution of Discretionary Incentive Compensation – Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years.  For some portfolio managers, discretionary incentive compensation is also distributed in deferred cash awards that notionally track the returns of select BlackRock investment products they manage and that vest ratably over a number of years. The BlackRock, Inc. restricted stock units, upon vesting, will be settled in BlackRock, Inc. common stock.  Typically, the cash portion of the discretionary incentive compensation, when combined with base salary, represents more than 60% of total compensation for the portfolio managers.  Paying a portion of discretionary incentive compensation in BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year "at risk" based on BlackRock's ability to sustain and improve its performance over future periods.  Providing a portion of discretionary incentive compensation in deferred cash awards that notionally track the BlackRock investment products they manage provides direct alignment with investment product results.
Long-Term Incentive Plan Awards – From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance.  Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of these Funds have unvested long-term incentive awards.
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Deferred Compensation Program – A portion of the compensation paid to eligible United States-based BlackRock employees may be voluntarily deferred at their election for defined periods of time into an account that tracks the performance of certain of the firm's investment products.  Any portfolio manager who is either a managing director or director at BlackRock with compensation above a specified threshold is eligible to participate in the deferred compensation program.
Other Compensation Benefits – In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
Incentive Savings Plans – BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($265,000 for 2016).  The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date.  Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date.  All of the eligible portfolio managers are eligible to participate in these plans.
Portfolio Manager Potential Material Conflicts of Interest
BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund.  In addition, BlackRock, its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund.  BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities.  Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock's (or its affiliates' or significant shareholders') officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information.  Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund.   It should also be noted that Messrs. Antonelli, Chamby, Clayton, Dickstein, Hogshire, Koesterich and Stattman may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees.  Messrs. Antonelli, Chamby, Clayton, Dickstein, Hogshire, Koesterich and Stattman may therefore be entitled to receive a portion of any incentive fees earned on such accounts.
As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly.  When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties.  BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment.  To this end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
Dimensional Fund Advisors LP
Portfolio managers receive a base salary and bonus. Compensation of a portfolio manager is determined at the discretion of Dimensional and is based on a portfolio manager's experience, responsibilities, the perception of the quality of his or
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her work efforts and other subjective factors. The compensation of portfolio managers is not directly based upon the performance of a Fund or other accounts that they manage. Dimensional reviews the compensation of each portfolio manager annually and may make modifications in compensation as its Compensation Committee deems necessary to reflect changes in the market. Each portfolio manager's compensation consists of the following:
Base Salary. Each portfolio manager is paid a base salary. Dimensional considers the factors described above to determine each portfolio manager's base salary.
Semi-Annual Bonus. Each portfolio manager may receive a semi-annual bonus. The amount of the bonus paid to each portfolio manager is based on the factors described above.
Portfolio managers may be awarded the right to purchase restricted shares of Dimensional's stock as determined from time to time by the Board of Directors of Dimensional or its delegates. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all employees.
In addition, portfolio managers may be given the option of participating in Dimensional's Long Term Incentive Plan. The level of participation for eligible employees may be dependent on overall level of compensation, among other considerations. Participation in this program is not based on or related to the performance of any individual strategies or any particular client accounts.
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has the primary day-to-day responsibilities with respect to more than one fund and other accounts. Other accounts include registered mutual funds (other than the AZL DFA Emerging Markets Core Equity Fund, AZL DFA International Core Equity Fund, AZL DFA U.S. Core Equity Fund, and AZL DFA U.S. Small Cap Fund, or collectively, "the Funds"), other unregistered pooled investment vehicles, and other accounts managed for organizations and individuals (collectively, "Accounts"). An Account may have similar investment objectives to the Funds, or may purchase, sell, or hold securities that are eligible to be purchased, sold, or held by the Funds. Actual or apparent conflicts of interest include:
Time Management. The management of multiple Accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or Account. Dimensional seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Certain Accounts managed by a portfolio manager are managed using the same investment approaches that are used in connection with the management of the Funds.
Investment Opportunities. It is possible that at times identical securities will be held by more than one Account. However, positions in the same security may vary and the length of time that any Account may choose to hold its investment in the same security may likewise vary. If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one Account, the Funds may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Accounts. To deal with these situations, Dimensional has adopted procedures for allocating portfolio transactions across multiple Accounts.
Broker Selection. With respect to securities transactions for the Funds, Dimensional determines which broker to use to execute each order, consistent with Dimensional's duty to seek best execution of the transaction. However, with respect to certain Accounts (such as separate accounts), Dimensional 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, Dimensional or its affiliates may place separate, non-simultaneous, transactions for the Funds and another Account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Funds or the Account.
Performance-Based Fees. For some Accounts, Dimensional may be compensated based on the profitability of the Account, such as by a performance-based management fee. These incentive compensation structures may create a conflict of interest for Dimensional with regard to Accounts where Dimensional is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where Dimensional might share in investment gains.
Investment in an Account. A portfolio manager or his/her relatives may invest in an Account that he or she manages and a conflict may arise where he or she may therefore have an incentive to treat the Account in which
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the portfolio manager or his/her relatives invest preferentially as compared to the Funds or other Accounts for which he or she has portfolio management responsibilities.
Dimensional has adopted certain compliance procedures that are reasonably designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
FIAM LLC
Ford O'Neil is portfolio manager of AZL Pyramis® Total Bond Fund and receives compensation for his services. Celso Munoz is portfolio manager of AZL Pyramis® Total Bond Fund and receives compensation for his services. Michael Weaver is portfolio manager of AZL Pyramis® Total Bond Fund and receives compensation for his services. As of December 31, 2016, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of each portfolio manager's compensation may be deferred based on criteria established by FIAM or an affiliate or at the election of the portfolio manager.
Each portfolio manager's base salary is determined by level of responsibility and tenure at FIAM or its affiliates. The primary components of each portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) measured against a benchmark index assigned to each fund or account, and (ii) the investment performance of other FIAM or its affiliate's taxable bond funds and accounts. The pre-tax investment performance of each portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of up to three years for the comparison to a benchmark index. A smaller, subjective component of each portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FIAM or its affiliates. The portion of each portfolio manager's bonus that is linked to the investment performance of AZL Pyramis® Total Bond Fund is based on the pre-tax investment performance of the fund measured against the Barclays U.S. Aggregate Bond Index. Each portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR LLC, FIAM's' parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time employees of FMR LLC and its affiliates.
A portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest through either tax-deferred accounts or taxable accounts, a portfolio manager's compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FIAM or an affiliate. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.
Gateway Investment Advisers, LLC
The compensation of Messrs. Stewart, Toft, Buckius, and Ashcraft (the "Portfolio Managers") is composed of three parts: base salary and incentive compensation related to the financial results of Gateway Investment Advisers, LLC ("Gateway") (and not based on the investment performance of the Fund or any other managed account, either absolutely or in relation to any benchmark), and a retirement plan.  The incentive compensation component, comprised of both a long-term incentive pool and a short-term incentive pool, is anticipated to be larger than the base salary component.  Certain portfolio managers are parties to employment agreements that provide for automatic renewals for successive one-year periods and, among other things, a specified base salary, and certain undertakings not to compete with Gateway or
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solicit its clients.  The noncompetition and non-solicitation undertakings will expire one year from the termination of employment.
Metropolitan West Asset Management, LLC
The overall objective of TCW's compensation program for portfolio managers is to attract experienced and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contributions to the successful performance of the accounts they manage. Portfolio managers are compensated through a combination of base salary, profit sharing based compensation ("profit sharing"), bonus and equity incentive participation in the TCW's parent company ("equity incentives"). Profit sharing and equity incentives generally represent most of the portfolio managers' compensation. In some cases, portfolio managers are eligible for discretionary bonuses.
Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and generally does not constitute a significant part of the portfolio manager's compensation.
Profit Sharing. Profit sharing for investment professionals is based on net income relating to accounts in the investment strategy area for which the investment professionals are responsible. In most cases, revenues are allocated to a pool and profit sharing compensation is allocated among members of the investment team after the deduction of certain expenses (including base salaries) related to the strategy group. The allocations are based on the investment professionals' contributions to TCW and its clients, including qualitative and quantitative contributions.
The profit sharing percentage used to compensate  investment professionals  for investment services related to the Funds is generally the same as that used to compensate investment professionals for other client accounts in the same strategy managed by MetWest or one of the other TCW-affiliated advisers (together, "the TCW Group"). In some cases, the profit sharing pool includes revenues related to more than one product, in which case each participant in the pool is entitled to profit sharing derived from his or her contributions to all the included products.
Investment professionals are not directly compensated for generating performance fees.  In some cases, the profit sharing percentage or pool may be increased by the relative pre-tax performance of the investment strategy composite returns, net of fees and expenses, to that of the benchmark. The measurement of performance relative to the benchmark can be based on single year or multiple year metrics, or a combination thereof. The benchmark used is the one associated with the Fund managed by the portfolio manager as disclosed in the prospectus. Benchmarks vary from strategy to strategy but, within a given strategy, the same benchmark applies to all accounts, including the Funds.
Discretionary Bonus/Guaranteed Minimums. Discretionary bonuses may be paid out of an investment team's profit sharing pool, as determined by the supervisor(s) in the department. Investment professionals do not receive profit sharing or the company has determined the combination of salary and profit sharing does not adequately compensate an investment professional, discretionary bonuses may be paid by the TCW Group. Also, pursuant to contractual arrangements, some investment professionals received minimum bonuses.
Equity Incentives. Management believes that equity ownership aligns the interest of investment professionals with the interests of the firm and its clients.  Accordingly, TCW's key investment professionals participate in equity incentives through ownership or participation in restricted unit plans that vest over time or unit appreciation plans of TCW's parent company. The plans include the Fixed Income Retention Plan, Restricted Unit Plan and 2013 Equity Unit Incentive Plan.
Under the Fixed Income Retention Plan, certain investment professionals in the fixed income area were awarded cash and/or partnership units in TCW's parent company, either on a contractually-determined basis or on a discretionary basis. Awards under this plan were made in or after 2010 vested over a period of time.
Under the Restricted Unit Plan, certain investment professionals in the fixed income and equity areas were awarded partnership units in TCW's parent company. Awards under this plan vest over time. Vesting is in part dependent on satisfaction of performance criteria.
Under the 2013 Equity Unit Incentive Plan, certain investment professionals in the fixed income and equity areas are awarded options to acquire partnership units in TCW's parent company with a strike price equal to the fair market value of the option at the date of grant. The options granted under the plan are subject to vesting and other conditions.
Other Plans and Compensation Vehicles. Investment professionals may also elect to participate in the TCW Group's 401(k) plan, to which they may contribute a portion of their pre—and post-tax compensation to the plan for investment on a tax-deferred basis.
Morgan Stanley Investment Management, Inc.
Morgan Stanley Investment Management
Portfolio Manager Compensation Structure
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Morgan Stanley's compensation structure is based on a total reward system of base salary and incentive compensation, which is paid either in the form of cash bonus, or for employees meeting the specified deferred compensation eligibility threshold, partially as a cash bonus and partially as mandatory deferred compensation. Deferred compensation granted to Investment Management employees are generally granted as a mix of deferred cash awards under the Investment Management Alignment Plan (IMAP and equity-based awards in the form of stock units. The portion of incentive compensation granted in the form of a deferred compensation award and the terms of such awards are determined annually by the Compensation, Management Development and Succession Committee of the Morgan Stanley Board of Directors.
Base salary compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.
Incentive compensation. In addition to base compensation, portfolio managers may receive discretionary year-end compensation.
Incentive compensation may include:
• Cash Bonus.
• Deferred Compensation:
·
A mandatory program that defers a portion of incentive compensation into restricted stock units or other awards based on Morgan Stanley common stock or other plans that are subject to vesting and other conditions.
·
IMAP is a cash-based deferred compensation plan designed to increase the alignment of participants' interests with the interests of the Advisor's clients. For eligible employees, a portion of their deferred compensation is mandatorily deferred into IMAP on an annual basis. Awards granted under IMAP are notionally invested in referenced funds available pursuant to the plan, which are funds advised by Investment Management. Portfolio managers are required to notionally invest a minimum of 25% of their account balance in the designated funds that they manage and are included in the IMAP notional investment fund menu.
·
Deferred compensation awards are typically subject to vesting over a multi-year period and are subject to cancellation through the payment date for competition, cause (i.e., any act or omission that constitutes a breach of obligation to the Company, including failure to comply with internal compliance, ethics or risk management standards, and failure or refusal to perform duties satisfactorily, including supervisory and management duties), disclosure of proprietary information, and solicitation of employees or clients. Awards are also subject to clawback through the payment date if an employee's act or omission (including with respect to direct supervisory responsibilities) causes a restatement of the Firm's consolidated financial results, constitutes a violation of the Firm's global risk management principles, policies and standards, or causes a loss of revenue associated with a position on which the employee was paid and the employee operated outside of internal control policies.
Investment Management compensates employees based on principles of pay-for-performance, market competitiveness and risk management. Eligibility for, and the amount of any, discretionary compensation is subject to a multi-dimensional process. Specifically, consideration is given to one or more of the following factors, which can vary by portfolio management team and circumstances:
·
Revenue and profitability of the business and/or each fund/accounts managed by the portfolio manager
·
Revenue and profitability of the Firm
·
Return on equity and risk factors of both the business units and Morgan Stanley
·
Assets managed by the portfolio manager
·
External market conditions
·
New business development and business sustainability
·
Contribution to client objectives
·
The pre-tax investment performance of the funds/accounts managed by the portfolio manager (which may, in certain cases, be measured against the applicable benchmark(s) and/or peer group(s) over one, three and five-year periods.
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·
Individual contribution and performance
Further, the Firm's Global Incentive Compensation Discretion Policy requires compensation managers to consider only legitimate, business related factors when exercising discretion in determining variable incentive compensation, including adherence to Morgan Stanley's core values, conduct, disciplinary actions in the current performance year, risk management and risk outcomes.
POTENTIAL CONFLICTS OF INTEREST
Morgan Stanley Investment Management Inc. ("MSIM") and/or its affiliates (together "Morgan Stanley") provide a broad array of discretionary and non-discretionary investment management services and products for institutional accounts and individual investors. In addition, Morgan Stanley is a diversified global financial services firm that engages in a broad spectrum of activities including financial advisory services, asset management activities, sponsoring and managing private investment funds, engaging in broker-dealer transactions and other activities. Investors should be aware that there will be occasions when Morgan Stanley may encounter potential conflicts of interest in connection with its investment management services.
Other Accounts. In addition to responsibilities with respect to the management and investment activities of the Fund, MSIM and its affiliates may have similar responsibilities with respect to various other existing and future pooled investment vehicles and client accounts. Such other private investment funds, registered investment companies and any other existing or future pooled investment vehicles and separately managed accounts advised or managed by MSIM or any of its affiliates are referred to in this Statement of Additional Information collectively as the "Other Accounts." The existence of such multiple vehicles and accounts necessarily creates a number of potential conflicts of interest.
Investment Activities of the Fund and Other Accounts. In the course of providing investment advisory or other services to Other Accounts, MSIM and its affiliates might come into possession of material, nonpublic information that affects MSIM's ability to buy, sell or hold Fund investments. In addition, affiliates of MSIM might own, and effect transactions in, securities of companies which MSIM and/or its affiliates cover in investment research materials or to whom affiliates of MSIM provide investment banking services or make a market in such securities, or in which MSIM, its affiliates and their respective shareholders, members, managers, partners, directors, officers and employees have positions of influence or financial interests. As a result, such persons might possess information relating to such securities that is not known to the individuals of MSIM responsible for managing the Fund's investments, or might be subject to confidentiality or other restrictions by law, contract or internal procedures.
The terms under which MSIM and its affiliates provide management and other services to Other Accounts may differ significantly from those applicable to the Fund. In particular, arrangements with certain Other Accounts might provide for MSIM and its affiliates to receive fees that are higher than the Advisory Fees payable by shareholders of the Fund. MSIM does not receive performance-based compensation in respect of its investment management activities on behalf of the Fund, but may simultaneously manage Other Accounts for which MSIM receives greater fees or other compensation (including performance-based fees or allocations) than it receives in respect of the Fund, which may create a conflict of interest.
Potential conflicts also may arise due to the fact that certain securities or instruments may be held in some Other Accounts but not in the Fund, or certain Other Accounts may have different levels of holdings in certain securities or instruments than those of the Fund. In addition, MSIM or its affiliates may give advice or take action with respect to the investments of one or more Other Accounts that may not be given or taken with respect to the Fund or Other Accounts with similar investment programs, objectives, and strategies. Accordingly, the Fund and Other Accounts with similar strategies may not hold the same securities or instruments or achieve the same performance. MSIM and its affiliates also may advise Other Accounts with conflicting programs, objectives or strategies. Different clients, including funds advised by MSIM or an affiliate, may invest in different classes of securities of the same issuer, depending on the respective client's investment objectives and policies. As a result, MSIM and its affiliates may at times seek to satisfy their fiduciary obligations to certain Other Accounts owning one class of securities of a particular issuer by pursuing or enforcing rights on behalf of such Other Accounts with respect to such class of securities, and those activities may have an adverse effect on the Fund or certain Other Accounts, which may own a different class of securities of such issuer.
Allocation of Investment Opportunities between Fund and Other Accounts. MSIM expects to conduct the Fund's investment program in a manner that is similar to the investment programs of certain of the Other Accounts, particularly where the investment objectives and policies of Other Accounts overlap (in whole or in part) with those of the Fund. However, there are or are expected to be differences among the Fund and the Other Accounts with respect to investment objectives, investment strategies, investment parameters and restrictions, portfolio management personnel, tax
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considerations, liquidity considerations, legal and/or regulatory considerations, asset levels, timing and size of investor capital contributions and withdrawals, cash flow considerations, available cash, market conditions and other criteria deemed relevant by MSIM and its affiliates (the nature and extent of the differences will vary from fund to fund). Furthermore, MSIM may manage or advise multiple Accounts (including Other Accounts in which Morgan Stanley and its personnel have an interest) that have investment objectives that are similar to the Fund and that may seek to make investments or sell investments in the same securities or other instruments, sectors or strategies as the Fund. This creates potential conflicts, particularly in circumstances where the availability of such investment opportunities is limited.
Notwithstanding these differences, there may be circumstances where the Fund and all Other Accounts participate in parallel investment transactions at the same time and on the same terms. MSIM seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities for the Fund and any Other Account. To the extent that MSIM seeks to acquire the same security at the same time for more than one client account, it may not be possible to acquire a sufficiently large quantity of the security, or the price at which the security is obtained for clients may vary. Similarly, clients may not be able to obtain the same price for, or as large an execution of, an order to sell a particular security when MSIM is trading for more than one account at the same time. If MSIM manages accounts that engage in short sales of securities of the type in which the Fund invests, MSIM could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.
Transactions with Affiliates. MSIM might purchase securities from underwriters or placement agents in which an affiliate is a member of a syndicate or selling group, as a result of which an affiliate might benefit from the purchase through receipt of a fee or otherwise. MSIM will not purchase securities on behalf of the Fund from an affiliate that is acting as a manager of a syndicate or selling group. Purchases by MSIM on behalf of the Fund from an affiliate acting as a placement agent must meet the requirements of applicable law.
Furthermore, Morgan Stanley may face conflicts of interest when the Fund uses service providers affiliated with Morgan Stanley because Morgan Stanley receives greater overall fees when they are used.
T. Rowe Price Associates, Inc.
Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of restricted stock grant. Compensation is variable and is determined based on the following factors.
Investment performance over 1-, 3-, 5-, and 10-year periods is the most important input. The weightings for these time periods are generally balanced and are applied consistently across similar strategies. T. Rowe Price (and T. Rowe Price Hong Kong, T. Rowe Price Singapore, and T. Rowe Price International, as appropriate), evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are typically determined with reference to the broad-based index (e.g., S&P 500) and the Lipper index (e.g., Large-Cap Growth) set forth in the total returns table in the fund's prospectus, although other benchmarks may be used as well. Investment results are also measured against comparably managed funds of competitive investment management firms. The selection of comparable funds is approved by the applicable investment steering committee and is the same as the selection presented to the directors of the Price Funds in their regular review of fund performance. Performance is primarily measured on a pretax basis though tax efficiency is considered.
Compensation is viewed with a long-term time horizon. The more consistent a manager's performance over time, the higher the compensation opportunity. The increase or decrease in a fund's assets due to the purchase or sale of fund shares is not considered a material factor. In reviewing relative performance for fixed-income funds, a fund's expense ratio is usually taken into account. Contribution to T. Rowe Price's overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring younger analysts, and being good corporate citizens are important components of T. Rowe Price's long-term success and are highly valued.
All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.
This compensation structure is used for all portfolios managed by the portfolio manager.
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Conflicts of Interest
Portfolio managers at T. Rowe Price and its affiliates typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, and foundations), offshore funds and common trust funds. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price and its affiliates have adopted brokerage and trade allocation policies and procedures which they believe are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients.
T. Rowe Price funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the T. Rowe Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.
PORTFOLIO MANAGER OWNERSHIP OF SECURITIES IN THE FUNDS
At December 31, 2016, none of the Portfolio Managers for any of the Funds beneficially owned shares of any Fund.
AFFILIATED PERSONS
The following table lists persons who are affiliated with the Trust and who are also affiliated persons of the Manager.
Name
Position with Trust
Position with the Manager
Brian J. Muench
Chairman, Trustee, and President
Governor and President
Christopher Pheiffer
Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Corporate Compliance Director
Michael J. Tanski
Vice President, Operations
Assistant Vice President, Operations
Darin Egbert
Vice President, Investments
Assistant Vice President
PORTFOLIO TRANSACTIONS
Purchases and sales of portfolio securities which are debt securities usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked prices. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the over‑the‑counter market are generally principal transactions with dealers. With respect to the over‑the‑counter market, the Trust, where possible will deal directly with the dealers who make a market in the securities involved except under those circumstances where better price and execution are available elsewhere.
In distributing brokerage business arising out of the placement of orders for the purchase and sale of securities for any Fund, the objective of the Fund's Manager or Subadviser is to obtain the best overall terms. Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Manager or Subadviser, in its best judgment and in the manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers and dealers who provide supplemental investment research to the Manager or Subadviser may receive orders for transactions on behalf of the Trust. The types of research services the Manager or Subadviser may receive includes economic analysis and forecasts, financial market analysis and forecasts, industry and company specific analysis, performance monitoring, interest rate forecasts, arbitrage relative valuation analysis of various debt securities, analyses of U.S. Treasury securities, research-dedicated computer hardware and software and related consulting services and other services that assist in the investment decision-making process. Research services are received primarily in the form of written reports, computer-generated services, telephone contacts and personal meetings with security analysts. Research services may also be provided in the form of meetings arranged with corporate and industry spokespersons or may be generated by third parties but are provided to the Manager or Subadvisers by, or through, broker-dealers. Research so received is in addition to and not in lieu of services required to be performed by the Manager or Subadviser and does not reduce the fees payable to such adviser by the Trust. Such information may be useful to the Manager or Subadviser in serving both the Trust and other clients and, conversely supplemental information obtained by the placement of business of other clients may be useful to the Manager or Subadviser in carrying out its obligations to the Trust.
Consistent with achieving best execution, a Fund may participate in so-called "commission recapture" programs, under which brokers or dealers used by the Fund remit a portion of brokerage commissions to the particular Fund from which
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they were generated. Subject to oversight by the Fund's Board of Directors, either the Fund's Manager or Subadviser, is responsible for the selection of brokers or dealers and for ensuring that a Fund receives best execution in connection with its portfolio brokerage transactions. Participation in such programs may have the effect of reducing overall expenses and increasing overall returns for certain Funds.
While the Manager or Subadviser generally seeks competitive commissions, the Trust may not necessarily pay the lowest commission available on each brokerage transaction for the reasons discussed above. Thus, a Fund may pay a higher brokerage commission in connection with a given portfolio transaction than it would have paid another broker for the same transaction in recognition of the value of brokerage or research services provided by the executing broker. The total brokerage commissions paid by each Fund for the last 3 fiscal years are listed in the following table.
Fund
Total Brokerage Commission Paid for the Fiscal Year Ended December 31, 2016
Total Brokerage Commission Paid for the Fiscal Year Ended December 31, 2015
Total Brokerage Commission Paid for the Fiscal Year Ended December 31, 2014
AZL BlackRock Global Allocation Fund
$490,708
$315,115
$461,966
AZL DFA Emerging Markets Core Equity Fund
17,496
82,586
NA
AZL DFA International Core Equity Fund
55,953
55,785
NA
AZL DFA U.S. Core Equity Fund
33,175
86,967
NA
AZL DFA U.S. Small Cap Fund
22,371
135,273
NA
AZL Gateway Fund
121,965
102,865
140,580
AZL Government Money Market Fund
-
-
-
AZL International Index Fund
507,577
154,582
45,321
AZL MetWest Total Return Bond Fund
2,541
2,791
-
AZL Mid Cap Index Fund
216,693
73,134
10,655
AZL Morgan Stanley Global Real Estate Fund
148,201
125,868
163,887
AZL Pyramis® Total Bond Fund
192,890
613
434
AZL Russell 1000 Growth Index Fund
110,708
3,978
5,755
AZL Russell 1000 Value Index Fund
191,614
3,451
4,791
AZL S&P 500 Index Fund
109,988
48,864
21,447
AZL Small Cap Stock Index Fund
243,503
32,466
9,727
AZL T. Rowe Price Capital Appreciation Fund
454,250
243,092
188,846
Brokerage commissions paid by a Fund may vary significantly from year to year as a result of a variety of factors, including changing asset levels through the year, changes in portfolio turnover rates, varying market conditions, and changes in investment strategies and processes.
AFFILIATED BROKERS
The following table lists the amount of brokerage commissions paid during the last three years to any broker that is affiliated with the Trust, the Manager, or any Subadviser. All of the brokers listed are affiliates of the Manager or a Subadvisor.
Name of Affiliated Broker
Aggregate Dollar Amount of Brokerage Commissions Paid for the Fiscal Year Ended December 31, 2016
Aggregate Dollar Amount of Brokerage Commissions Paid for the Fiscal Year Ended December 31, 2015
Aggregate Dollar Amount of Brokerage Commissions Paid for the Fiscal Year Ended December 31, 2014
BNY Mellon Securities LLC
$-
$28,551
$16,031
Fidelity Brokerage Services, LLC
711
1,185
5,031
JPMorgan Securities, Inc.
-
319,595
380,734
Morgan Stanley & Co.
268,734
427,830
533,618
Oppenheimer & Co.
-
10,508
28,113
Pershing LLC
-
11,457
204
Wells Fargo Funds Distrubutor, LLC
-
27,136
42,500
The following table shows the percentage of aggregate brokerage commissions paid to the affiliated broker and the percentage of the aggregate dollar amount of transactions involving the payment of commissions effected through the affiliated broker during the fiscal year ended December 31, 2016.
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Name of Affiliated Broker
Percentage of Aggregate Brokerage Commissions Paid for Fiscal Year Ended December 31, 2016
Percentage of Aggregate Dollar Amount of Transactions Involving the Payout of Commissions for the Fiscal Year Ended December 31, 2016
Fidelity Brokerage Services, LLC
0.01%
0.08%
Morgan Stanley & Co.
5.41%
5.48%
Except as permitted by applicable rules under the 1940 Act, the Trust will not acquire portfolio securities issued by, make savings deposits in, or enter into repurchase or reverse repurchase agreements with the Manager or Subadviser or the Distributor, or their affiliates. Subject to the requirements of the 1940 Act and the oversight of the Board of Trustees, the Funds may borrow from the Manager or Subadviser for temporary or emergency purposes in order to meet unanticipated redemptions or to meet payment obligations when a portfolio transaction "fails" due to circumstances beyond a Fund's control.
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At December 31, 2016, the Funds listed below held the following securities of issuers, each of which derived more than 15% of its gross revenues from the business of a broker, dealer, underwriter, or an investment adviser:
Fund
Name of Broker or Dealer
Approximate Aggregate Value of Issuer Securities Owned by the Fund at 12/31/16
AZL BlackRock Global Allocation Fund
Bank of Montreal
$(552,517)
AZL BlackRock Global Allocation Fund
Bank of New York Mellon Corp.
36,104
AZL BlackRock Global Allocation Fund
BNP Paribas
1,299,191
AZL BlackRock Global Allocation Fund
Citigroup, Inc.
3,228,137
AZL BlackRock Global Allocation Fund
Goldman Sachs Group, Inc.
1,923,809
AZL BlackRock Global Allocation Fund
HSBC
2,272,756
AZL BlackRock Global Allocation Fund
Merrill Lynch
172,191
AZL BlackRock Global Allocation Fund
Morgan Stanley
1,556,699
AZL BlackRock Global Allocation Fund
RBC
(648,781)
AZL BlackRock Global Allocation Fund
State Street
172,310
AZL BlackRock Global Allocation Fund
Toronto-Dominion
658,895
AZL BlackRock Global Allocation Fund
TD Ameritrade
128,557
AZL BlackRock Global Allocation Fund
UBS
756,520
AZL DFA Emerging Markets Core Equity Fund
Barclays
102,972
AZL DFA International Core Equity Fund
Bank of Montreal
1,101,599
AZL DFA International Core Equity Fund
Bank of Nova Scotia
726,680
AZL DFA International Core Equity Fund
Barclays
427,999
AZL DFA International Core Equity Fund
BNP Paribas
1,017,737
AZL DFA International Core Equity Fund
Credit Suisse
117,594
AZL DFA International Core Equity Fund
HSBC
1,481,719
AZL DFA International Core Equity Fund
Mizuho
126,231
AZL DFA International Core Equity Fund
RBC
697,684
AZL DFA International Core Equity Fund
Toronto-Dominion
965,880
AZL DFA International Core Equity Fund
UBS
240,468
AZL DFA U.S. Core Equity Fund
Bank of New York Mellon
876,009
AZL DFA U.S. Core Equity Fund
Citigroup, Inc.
2,792,853
AZL DFA U.S. Core Equity Fund
Goldman Sachs Group, Inc.
1,412,995
AZL DFA U.S. Core Equity Fund
Morgan Stanley
979,735
AZL DFA U.S. Core Equity Fund
RBC
98,379
AZL DFA U.S. Core Equity Fund
State Street Corp.
524,377
AZL DFA U.S. Core Equity Fund
TD Ameritrade
263,736
AZL DFA U.S. Small Cap Fund
RBC
356,390
AZL Gateway Fund
Citigroup, Inc.
2,235,043
AZL Gateway Fund
Goldman Sachs Group, Inc.
977,435
AZL Gateway Fund
Morgan Stanley
754,332
AZL Gateway Fund
TD Ameritrade
185,300
AZL Government Money Market Fund
Bank of Montreal
16,000,000
AZL Government Money Market Fund
Bank of Nova Scotia
25,000,000
AZL Government Money Market Fund
BNP Paribas
20,000,000
AZL Government Money Market Fund
Citigroup
20,000,000
AZL Government Money Market Fund
HSBC
3,000,000
AZL Government Money Market Fund
Mizuho
2,000,000
AZL Government Money Market Fund
Morgan Stanley
30,000,000
AZL Government Money Market Fund
RBC
22,000,000
AZL Government Money Market Fund
Toronto-Dominion
25,000,000
AZL International Index Fund
Barclays
6,555,535
AZL International Index Fund
BNP Paribas
9,524,405
AZL International Index Fund
Credit Suisse
3,992,933
AZL International Index Fund
HSBC
22,567,754
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AZL International Index Fund
Mizuho
6,012,787
AZL International Index Fund
UBS
8,055,366
AZL Metwest Total Return Bond Fund
Bank of America Corp.
384,483
AZL Metwest Total Return Bond Fund
Barclays
355,836
AZL Metwest Total Return Bond Fund
Citigroup, Inc.
3,502,675
AZL Metwest Total Return Bond Fund
Credit Suisse
1,553,595
AZL Metwest Total Return Bond Fund
Goldman Sachs Group, Inc.
2,976,874
AZL Metwest Total Return Bond Fund
Merril Lynch
2,773,081
AZL Metwest Total Return Bond Fund
Morgan Stanley
5,402,612
AZL Pyramis® Total Bond Fund
Bank of America Corp.
133,386
AZL Pyramis® Total Bond Fund
Barclays
1,527,831
AZL Pyramis® Total Bond Fund
Citigroup, Inc.
2,634,761
AZL Pyramis® Total Bond Fund
Credit Suisse
4,549,019
AZL Pyramis® Total Bond Fund
Goldman Sachs Group, Inc.
600,376
AZL Pyramis® Total Bond Fund
HSBC
208,306
AZL Pyramis® Total Bond Fund
Merrill Lynch
1,023,846
AZL Pyramis® Total Bond Fund
Morgan Stanley
837,028
AZL Pyramis® Total Bond Fund
RBC
522,009
AZL Pyramis® Total Bond Fund
UBS
747,123
AZL Russell 1000 Growth Index Fund
TD Ameritrade
995,998
AZL Russell 1000 Value Index Fund
Bank of New York Mellon Corp.
5,215,400
AZL Russell 1000 Value Index Fund
Citigroup, Inc.
18,359,591
AZL Russell 1000 Value Index Fund
Goldman Sachs Group, Inc.
9,713,767
AZL Russell 1000 Value Index Fund
Morgan Stanley
6,340,119
AZL Russell 1000 Value Index Fund
State Street Corp.
3,220,950
AZL Russell 1000 Value Index Fund
TD Ameritrade
127,792
AZL S&P 500 Index Fund
Bank of New York Mellon Corp.
6,755,251
AZL S&P 500 Index Fund
Citigroup, Inc.
22,690,909
AZL S&P 500 Index Fund
Goldman Sachs Group, Inc.
11,864,268
AZL S&P 500 Index Fund
Morgan Stanley
8,151,969
AZL S&P 500 Index Fund
State Street Corp.
3,803,772
AZL T. Rowe Price Capital Appreciation Fund
Bank of New York Mellon Corp.
22,440,319
AZL T. Rowe Price Capital Appreciation Fund
State Street Corp.
7,470,978
Investment decisions for each Fund of the Trust are made independently from those made for the other Funds or any other portfolio investment company or account managed by the Manager or Subadviser. Any such other portfolio, investment company or account may also invest in the same securities as the Trust. When a purchase or sale of the same security is made at substantially the same time on behalf of a Fund and another Fund, portfolio, investment company or account, the transaction will be averaged as to price, and available investments will be allocated as to amount, in a manner which the Manager or Subadviser believes to be equitable to the Fund(s) and such other portfolio, investment company, or account. In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained by the Fund. To the extent permitted by law, the Manager or Subadviser may aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for other Funds or for other portfolios, investment companies, or accounts in order to obtain best execution. In making investment recommendations for the Trust, the Manager or Subadviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Trust is a customer of the Manager, its parent, affiliates, or a Subadviser and, in dealing with its customers, the Manager, its parent and affiliates or a Subadviser will not inquire or take into consideration whether securities of such customers are held by the Trust.
ADMINISTRATOR AND FUND ACCOUNTANT
Citi Fund Services Ohio, Inc. ("CFSO"), whose principal location of business is 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, serves as the administrator (the "Administrator") and fund accountant (the "Fund Accountant") to the Trust pursuant to an Amended Services Agreement dated January 1, 2015 (the "Services Agreement"), as amended.
As Administrator, CFSO has agreed to maintain office facilities for the Trust; furnish statistical and research data, clerical and certain bookkeeping services and stationery and office supplies; prepare the periodic reports to the SEC on Form
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N‑SAR and N-CSR or any comparable or replacement forms thereof; compile data for, prepare for execution by the Funds and file certain federal and state tax returns and required tax filings; prepare compliance filings pursuant to state securities laws with the advice of the Trust's counsel; keep and maintain the financial accounts and records of the Funds, including calculation of daily expense accruals; and generally assist in all aspects of the Trust's operations other than those performed by the Manager under the Investment Management Agreement, the Subadvisers under the Subadvisory Agreements, or by the Custodian under the Custody Agreement. Under the Services Agreement, the Administrator may delegate all or any part of its responsibilities thereunder.
As Fund Accountant, CFSO maintains the accounting books and records for the Funds, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received and other required separate ledger accounts; maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Funds, including calculation of the net asset value per share, calculation of the dividend and capital gain distributions, if any, and of yield, reconciliation of cash movements with Trust's custodian, affirmation to the Trust's custodian of all portfolio trades and cash settlements, verification and reconciliation with the Trust's custodian of all daily trade activities; provides certain reports; obtains dealer quotations, prices from a pricing service matrix prices, or where necessary, fair value pricing information or adjustment factors from independent fair value pricing sources on all portfolio securities in order to mark the portfolio to the market; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Funds.
Under the terms of the Services Agreement CFSO also provides a variety of compliance services utilized by the Chief Compliance Officer of the Trust.
CFSO receives a fee from each Fund for its services as Administrator and Fund Accountant and is reimbursed for certain expenses assumed pursuant to the Services Agreement, aggregated and paid monthly, including (a) an asset-based fee, calculated daily and paid monthly, at the annual rate of 0.05% of the combined average daily net assets of the Funds up to $4 billion; 0.04% of the combined average daily net assets of the Funds from $4 billion to $6 billion; 0.02% of the combined average daily net assets of the Funds from $6 billion to $8 billion; and 0.01% of the combined average daily net assets of the Funds over $8 billion; and (b) a fee of either $5,000 or $7,500 per Fund (depending on the number of securities held by the Fund) for fair value support services. The fees under (a) above are subject to a minimum fee of $60,000 per year for each Fund.  From time to time, CFSO may waive all or a portion of the administration fee payable to it by the Funds, either voluntarily or pursuant to applicable statutory expense limitations. In addition, CFSO receives an annual fee of $85,000 from the Trust for compliance services provided under the terms of the Services Agreement.
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For the fiscal year ended December 31, 2016, CFSO was entitled to receive and waived administration fees from the Funds as follows:
Fund
Service Fees Earned
Service Fees Waived
AZL BlackRock Global Allocation Fund
$240,876
$                          -
AZL DFA Emerging Markets Core Equity Fund
165,137
                           -
AZL DFA International Core Equity Fund
248,536
                           -
AZL DFA U.S. Core Equity Fund
157,785
                           -
AZL DFA U.S. Small Cap Fund
60,772
                           -
AZL Gateway Fund
54,642
                           -
AZL Government Money Market Fund
186,841
                           -
AZL International Index Fund
277,579
                           -
AZL MetWest Total Return Bond Fund
140,235
                           -
AZL Mid Cap Index Fund
139,646
                           -
AZL Morgan Stanley Global Real Estate Fund
69,437
                           -
AZL Pyramis® Total Bond Fund
207,112
                           -
AZL Russell 1000 Growth Index Fund
73,478
                           -
AZL Russell 1000 Value Index Fund
93,768
                           -
AZL S&P 500 Index Fund
371,302
                           -
AZL Small Cap Stock Index Fund
101,605
                           -
AZL T. Rowe Price Capital Appreciation Fund
335,529
                           -
The Services Agreement shall continue in effect until December 31, 2018, and thereafter renew for successive one‑year terms unless terminated by either party not less than 60 days prior to the expiration of such term, provided that any such renewal is approved at least annually (i) by the Trust's Board of Trustees and (ii) by vote of a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of any party to the Services Agreement cast in person at a meeting called for such purpose. The Services Agreement is terminable for cause with respect to a particular Fund at any time on 60 days' written notice without penalty by the Trust or by CFSO. The Services Agreement provides that CFSO shall not be liable for any error of judgment or mistake of law or any loss suffered by the Trust in connection with the matters to which the Services Agreement relates, except a loss from willful misfeasance, bad faith or negligence in the performance of its duties, or from the reckless disregard by CFSO of its obligations and duties thereunder.
DISTRIBUTOR
Allianz Life Financial Services, LLC ("ALFS"), an affiliate of the Manager, whose principal location of business is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, serves as distributor to the Trust pursuant to a Distribution Agreement dated as of August 28, 2007 (the "Distribution Agreement"). The Distribution Agreement provides that the Distributor will use appropriate efforts to solicit orders for the sale of the Funds' shares from bona fide investors and may enter into selling group agreements with responsible dealers and dealer managers as well as sell the Funds' shares to individual investors. The Distributor is not obligated to sell any specific amount of shares.
The Distribution Agreement was last approved by the Trust's Board of Trustee's (including a majority of such Trustee's who are not interested persons of the Trust or any party to such agreement within the meaning of the 1940 Act) on October 25, 2016. Unless otherwise terminated, the Distribution Agreement will continue in effect for successive one‑year periods from the date of such Agreement if approved at least annually (i) by the Trust's Board of Trustees or by the vote of a majority of the outstanding shares of the Trust, and (ii) by the vote of a majority of the Trustees who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement is terminable at any time on 60 days' written notice without penalty by the Trustees, by a vote of a majority of the shareholders of the Trust, or by ALFS on 90 days' written notice. The Distribution Agreement will automatically terminate in the event of any assignment as defined in the 1940 Act.
Distribution Plan – A Distribution Plan (the "Plan") has been adopted by each of the Funds pursuant to Rule 12b‑1 of the Act. Pursuant to the Plan, the Funds may pay directly or reimburse the Distributor monthly in amounts described in the Prospectus for costs and expenses of marketing the shares of the Funds.
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The Plan provides for payments by each Fund to the Distributor at an annual rate not to exceed 0.25% of the Fund's average net assets. For the Funds which have been authorized to issue two classes of shares (the "Multi-Class Funds"), payments to the Distributor may be made only on assets attributable to Class 2 Shares.
For the fiscal year or period ended December 31, 2016, the following 12b‑1 fees shown as earned and waived for the Funds were:
Fund
12b‑1 Fees Earned
12b‑1 Fees Waived
AZL BlackRock Global Allocation Fund
$1,810,477
$–
AZL DFA Emerging Markets Core Equity Fund
154,724
AZL DFA International Core Equity Fund
454,641
AZL DFA U.S. Core Equity Fund
1,365,888
AZL DFA U.S. Small Cap Fund
509,314
AZL Gateway Fund
471,435
AZL Government Money Market Fund
1,760,618
AZL International Index Fund (Class 2)
1,938,161
AZL MetWest Total Return Bond Fund
962,024
AZL Mid Cap Index Fund (Class 2)
1,390,894
AZL Morgan Stanley Global Real Estate Fund (Class 2)
363,166
AZL Pyramis® Total Bond Fund (Class 2)
1,130,896
AZL Russell 1000 Growth Index Fund Class 2)
730,261
AZL Russell 1000 Value Index Fund (Class 2)
845,370
AZL S&P 500 Index Fund (Class 2)
3,641,080
AZL Small Cap Stock Index Fund (Class 2)
967,709
AZL T. Rowe Price Capital Appreciation Fund
3,017,086
Under the Plan, each Fund pays the Distributor and other securities dealers and other financial institutions and organizations for certain distribution activities. The above amounts represent payments to securities dealers and other financial institutions and organizations for certain distribution services. Amounts received by the Distributor may, additionally, subject to the Plan's maximums, be used to cover certain other costs and expenses related to the distribution of Fund shares and provision of service to Fund shareholders, including: (a) advertising by radio, television, newspapers, magazines, brochures, sales literature, direct mail or any other form of advertising; (b) expenses of sales employees or agents of the Distributor, including salary, commissions, travel and related expenses; (c) costs of printing prospectuses and other materials to be given or sent to prospective investors; and (d) such other similar services as the Trustees determine to be reasonably calculated to result in the sale of shares of the Funds. Each Fund will pay all costs and expenses in connection with the preparation, printing and distribution of the Prospectus to current shareholders and the operation of its Plan(s), including related legal and accounting fees. A Fund will not be liable for distribution expenditures made by the Distributor in any given year in excess of the maximum amount payable under a Plan for that Fund in that year.
The Plan provides that it may not be amended to increase materially the costs which the Funds may bear pursuant to the Plan without shareholder approval and that other material amendments to the Plan must be approved by the Board of Trustees, and by the Trustees who are neither "interested persons" (as defined in the 1940 Act) of the Trust nor have any direct or indirect financial interest in the operation of the particular Plan or any related agreement, by vote cast in person at a meeting called for the purpose of considering such amendments. The selection and nomination of the Trustees have been committed to the discretion of the Trustees who are not "interested persons" of the Trust.  The continuance of the Plan is subject to similar annual approval by the Trustees and the Plan Trustees. The Plan's continuance was most recently approved by the Board of Trustees on October 25, 2016.
The Plan is terminable at any time by a vote of a majority of the Plan Trustees or by vote of the holders of a majority of the shares of the Fund. The Board of Trustees has concluded that there is a reasonable likelihood that the Plan will benefit the Funds and their shareholders.
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The Plan was initially approved by the Board of Trustees, as described above, for each Fund on the dates shown in the table below:
Fund
Date
AZL BlackRock Global Allocation Fund
October 26, 2011
AZL DFA Emerging Markets Core Equity Fund
June 11, 2014
AZL DFA International Core Equity Fund
June 11, 2014
AZL DFA U.S. Core Equity Fund
June 11, 2014
AZL DFA U.S. Small Cap Fund
June 11, 2014
AZL Gateway Fund
February 20, 2010
AZL Government Money Market Fund
October 6, 1999*
AZL International Index Fund
February 21, 2009
AZL MetWest Total Return Bond Fund
September 10, 2014
AZL Mid Cap Index Fund
February 21, 2009
AZL Morgan Stanley Global Real Estate Fund
February 25, 2006
AZL Pyramis® Total Bond Fund
June 12, 2012
AZL Russell 1000 Growth Index Fund
February 20, 2010
AZL Russell 1000 Value Index Fund
February 20, 2010
AZL S&P 500 Index Fund
February 23, 2007
AZL Small Cap Stock Index Fund
February 23, 2007
AZL T. Rowe Price Capital Appreciation Fund
September 6, 2001
*
Approved by the sole shareholder of each class of shares of each of the Fund on October 26, 1999.
CUSTODIAN
The Bank of New York Mellon ("BNY Mellon"), One Wall Street, New York, New York 10286, serves as custodian of the Fund.  BNY Mellon is paid certain fees and reimbursed for certain out-of-pocket expenses for its services.  Fees paid by the Fund for these services are included under "Other Expenses" in the Fees and Expenses table for each Fund.  BNY Mellon is affiliated with Boston Company Asset Management, LLC.
TRANSFER AGENT
As of March 15, 2016, FIS Investor Services LLC, whose principal location of business is 4249 Easton Way Suite 400, Columbus, OH 43219, serves as the transfer agent to the Trust pursuant to a Transfer Agency Services Agreement with the Trust, assigned to FIS April 1, 2015. FIS also serves as the Transfer Agent to the FOF Trust. As Transfer Agent, FIS performs the following services in connection with each Fund's shareholders of record: maintains shareholder records, processes shareholder purchase and redemption orders, processes transfers and exchanges of shares of the Funds on the shareholder files and records, and processes dividend payments and reinvestments. Prior to March 15, 2016, SunGard Investor Services, LLC served as transfer agent to the Trust and to the FOF Trust.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP ("KPMG"), 191 West Nationwide Boulevard, Suite 500, Columbus, OH 43215, is the independent registered public accounting firm for the Trust. KPMG provides financial auditing services as well as certain tax return preparation services for the Trust.
LEGAL COUNSEL
Dorsey & Whitney LLP, 50 South Sixth Street, Suite 1500, Minneapolis MN 55402, is the legal counsel to the Trust. Perkins Coie LLP, 700 Thirteenth Street N.W., Washington, D.C. 20005, is legal counsel to the Independent Trustees.
CODES OF ETHICS
Federal law requires the Trust, its investment advisers and its principal underwriter to adopt codes of ethics which govern the personal securities transactions of their respective personnel. Accordingly, each such entity has adopted a code of ethics pursuant to which their respective personnel may invest in securities for their personal accounts (including securities that may be purchased or held by the Trust). Each code of ethics is included as an exhibit to the Trust's registration statement which is on file with, and available from, the Securities and Exchange Commission. Each Code has been adopted pursuant to Rule 17j-1 under the 1940 Act.
LICENSING ARRANGEMENTS
AZL S&P 500 Index Fund, AZL Mid Cap Index Fund and AZL Small Cap Stock Index Fund (the "AZL Index Funds")
The AZL S&P 500 Index Fund, AZL Mid Cap Index Fund and AZL Small Cap Stock Index Fund (the "AZL Index Funds") are not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the AZL Index Funds or any
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member of the public regarding the advisability of investing in securities generally or in the AZL Index Funds particularly or the ability of the S&P 500® Index, the S&P Mid Cap 400® Index and the S&P SmallCap 600® Index to track general stock market performance. S&P's only relationship to the Manager (the "Licensee") is the licensing of certain trademarks and trade names of S&P and of the S&P 500® Index, the S&P Mid Cap 400® Index and the S&P SmallCap 600® Index which are determined, composed and calculated by S&P without regard to the Licensee or the AZL Index Funds. S&P has no obligation to take the needs of the Licensee or the owners of the AZL Index Funds into consideration in determining, composing or calculating the S&P 500® Index, the S&P Mid Cap 400® Index and the S&P SmallCap 600® Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the AZL Index Funds or the timing of the issuance or sale of the AZL Index Funds or in the determination or calculation of the equation by which the AZL Index Funds is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the AZL Index Funds.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500® INDEX, THE S&P MID CAP400® INDEX, THE S&P SMALLCAP 600® INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE AZL INDEX FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® INDEX, THE S&P MID CAP400® INDEX, THE S&P SMALLCAP 600® INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500® INDEX, THE S&P MID CAP400® INDEX, THE S&P SMALLCAP 600® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
AZL Russell 1000 Growth Index Fund and AZL Russell 1000 Value Index Fund (the "AZL Russell Index Funds")
Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Russell Investment Group.
The AZL Russell Index Funds are not promoted, sponsored or endorsed by, nor in any way affiliated with Russell Investments ("Russell").  Russell is not responsible for and has not reviewed the AZL Russell Index Funds nor any associated literature or publications and Russell makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes.  Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
Russell's publication of the Russell Indexes in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell Indexes are based.  RUSSELL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE RUSSELL INDEXES OR ANY DATA INCLUDED IN THE RUSSELL INDEXES.  RUSSELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE USE, OR THE RESULTS OF USE, OF THE RUSSELL INDEXES OR ANY DATA INCLUDED THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE RUSSELL INDEXES.  RUSSELL MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RUSSELL INDEX(ES) OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.
AZL International Index Fund
THIS FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. ("MSCI"), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE "MSCI PARTIES"). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY THE MANAGER AND THE FUND. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS FUND
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OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FUND OR THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS FUND IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FUND.
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARITES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
No purchaser, seller or holder of this Fund, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this security without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES
The Trust is a Delaware business trust organized on July 13, 1999. The Declaration of Trust authorizes the issuance of an unlimited number of shares of beneficial interest of series and classes of shares. The shares are offered on a continuous basis. Pursuant to such authority, the Board of Trustees has established 23 series, each previously named and defined collectively as the "Funds." Each share of each Fund represents an equal proportionate interest with each other share of that series. Upon liquidation, shares are entitled to a pro rata share of the Trust based on the relative net assets of each series. Shareholders have no preemptive or conversion rights. Shares are redeemable and transferable. No commissions are paid for distributing the Funds' shares.
Under the terms of the Declaration of Trust, the Trust is not required to hold annual shareholder meetings. Shareholder meetings for the purpose of electing Trustees will be held when required by law, when or at such time as less than a majority of Trustees holding office have been elected by shareholders, or at such other time as the Trustees then in office deem it appropriate to call a shareholders' meeting for the election of Trustees. At meetings of shareholders, each share is entitled to one vote for each dollar of net asset value applicable to such share. Shares have non‑cumulative voting rights, which means that the holders of more than 50% of the votes applicable to shares voting for the election of Trustees can elect all of the Trustees to be elected at a meeting. The rights of shareholders cannot be modified other than by a vote of the majority of the outstanding shares.
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The shareholders of the Trust are the Participating Insurance Companies, the Separate Accounts, and the FOF Trust, which hold the right to vote upon matters at any meeting of the shareholders of the Trust. However, the Trust understands that the Participating Insurance Companies generally will solicit voting instructions from Contract owners regarding matters submitted to shareholder vote and the Participating Insurance Companies will vote all outstanding shares of any Fund of the Trust in accordance with instructions timely given by the owners of the Contracts for which the Fund serves as a funding vehicle. Fund shares held by a Separate Account as to which no instructions have been received or that are not attributable to a Contract owner, Fund shares held by a Participating Insurance Company for its own account, and Fund shares held by the FOF Trust also will be voted for or against any proposition, or in abstention, in the same proportion as the shares as to which instructions have been received. Because most Contract owners do not provide instructions, the effect of this proportional voting is that a small number of Contract owners can determine the outcome of the voting. If, in the future, a Participating Insurance Company determines that it is permitted to vote any shares of the Funds in its own right, it may elect to do so, subject to the then current interpretation of the 1940 Act and the rules thereunder.
The Declaration of Trust provides that a Trustee will not be liable for errors of judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his duties involved in the conduct of his office.
Certain VIP Funds have been renamed since their inception.  The following table includes each VIP Fund's date of inception and any previous names:
Investment Options
Fund Inception
Previous Name
Dates
Previous Name
Dates
AZL BlackRock Global Allocation Fund
10/26/11
       
AZL DFA Emerging Markets Core Equity Fund
06/11/14
       
AZL DFA International Core Equity Fund
06/11/14
       
AZL DFA U.S. Core Equity Fund
06/11/14
       
AZL DFA U.S. Small Cap Fund
06/11/14
       
AZL Gateway Fund
4/30/10
       
AZL Government Money Market Fund(1)
2/1/00
AZL Money Market Fund
4/30/02 to 5/1/16
AZOA Money Market Fund
11/5/01 to 4/30/02
AZL International Index Fund
4/27/09
       
AZL MetWest Total Return Bond Fund
11/14/14
       
AZL Mid Cap Index Fund
4/27/09
       
AZL Morgan Stanley Global Real Estate Fund
5/1/06
AZL Van Kampen Global Real Estate Fund
5/1/06 to 6/1/10
   
AZL Pyramis® Total Bond Fund
9/5/12
AZL Pyramis® Core Bond Fund
9/5/12 to 4/27/15
   
AZL Russell 1000 Growth Index Fund
4/30/10
       
AZL Russell 1000 Value Index Fund
4/30/10
       
AZL S&P 500 Index Fund
5/1/07
       
AZL Small Cap Stock Index Fund
5/1/07
       
AZL T. Rowe Price Capital Appreciation Fund
11/5/01
USAZ Davis NY Venture Fund
3/8/04 to 11/15/13
USAZ AllianceBernstein Growth and Income Fund
11/5/01 to 3/7/04
(1)
Previous Name:  USAllianz VIP Money Market Fund  2/1/00 to 11/4/01
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES
As used in the Funds' Prospectus and in this Statement of Additional Information, "vote of a majority of the outstanding shares" of the Trust or any Fund means the affirmative vote, at an annual or special meeting of shareholders duly called, of the lesser of: (a) 67% or more of the votes of shareholders of the Trust or the Fund, present at such meeting at which the holders of more than 50% of the votes attributable to the shareholders of record of the Trust or the Fund are represented in person or by proxy, or (b) the holders of more than fifty percent (50%) of the outstanding votes of shareholders of the Trust or the Fund.
ADDITIONAL TAX INFORMATION
Each Fund intends to qualify as a "regulated investment company" (a "RIC" under the Code). Such qualification generally will relieve the Funds of liability for federal income taxes to the extent their earnings are distributed in accordance with the Code. However, taxes may be imposed on the Funds by foreign countries with respect to income received on foreign securities. Depending on the extent of each Fund's activities in states and localities in which its
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offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, each Fund may be subject to the tax laws of such states or localities. In addition, if for any taxable year the Fund does not qualify for the special tax treatment afforded regulated investment companies, all of its taxable income will be subject to a federal tax at regular corporate rates (without any deduction for distributions to its shareholders). In such event, dividend distributions would be taxable to shareholders to the extent of earnings and profits, and would be eligible for the dividends‑received deduction for corporations.
A non‑deductible excise tax is also imposed on regulated investment companies that do not make distributions to shareholders on a timely basis in accordance with calendar‑year distribution requirements (regardless of whether they otherwise have a non‑calendar taxable year). These rules require annual distributions equal to 98% of ordinary income for the calendar year plus 98% of their capital gain net income for the one‑year period ending on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a Fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. If distributions during a calendar year were less than the required amount, a particular Fund would be subject to a non‑deductible excise tax equal to 4% of the deficiency.
As of the end of its tax year ended December 31, 2016, the Fund has capital loss carry forwards ("CLCFs") as summarized in the table below. Under the provisions of the Regulated Investment Company Modernization Act of 2010, CLCFs that originated in a tax year that began before December 23, 2010 (pre-effective CLCFs) may be carried forward, subject to certain limitations, and applied to offset future capital gains, and thus reduce the amount of distributable capital gains, for up to eight succeeding tax years, after which any unutilized CLCFs expire. Pre-effective CLCFs are applied as short-term capital loss regardless of whether the originating capital loss was short term or long term. CLCFs that originate in tax years beginning after December 22, 2010 (post-effective CLCFs), are applied consistent with the character in which they originated as a new loss on the first day of the immediately succeeding tax year, and thus take precedent over the application of pre-effective CLCFs. Post-effective CLCFs can be carried forward indefinitely.
Pre-effective CLCFs subject to expiration:
Fund
Amount
Expires
AZL Gateway Fund
$10,170
12/31/2018
Post-effective CLCFs not subject to expiration:
Fund
Short Term Amount
Long Term Amount
AZL BlackRock Global Allocation Fund
$-
$312,218
AZL DFA Emerging Markets Core Equity Fund
3,272,175
1,784,284
AZL DFA International Core Equity Fund
-
1,194,402
AZL Gateway Fund
30,601,415
2,367,383
AZL MSCI Global Equity Index Fund
11,151,078
2,367,383
AZL Pyramis® Total Bond Fund
5,467,140
1,873,453
Each of the Funds will be required in certain cases to withhold and remit to the United States Treasury 31% of taxable distributions paid to a shareholder who has provided either an incorrect tax identification number or no number at all, or who is subject to withholding by the Internal Revenue Service for failure to report properly payments of interest or dividends.
Dividends of investment company taxable income (including net short‑term capital gains) are taxable to shareholders as ordinary income. Distributions of investment company taxable income may be eligible for the corporate dividends‑received deduction to the extent attributable to a Fund's dividend income from U.S. corporations, and if other applicable requirements are met. Distributions of net capital gains (the excess of net long‑term capital gains over net short‑term capital losses) designated by a Fund as capital gain dividends are not eligible for the dividends‑received deduction and will generally be taxable to shareholders as long‑term capital gains, regardless of the length of time the Fund's shares have been held by a shareholder. Capital gains from assets held for one year or less will be taxed as ordinary income. Generally, dividends are taxable to shareholders, whether received in cash or reinvested in shares of a Fund. Any distributions that are not from a Fund's investment company taxable income or net capital gain may be characterized as a return of capital to shareholders or, in some cases, as capital gain. Shareholders will be notified annually as to the federal tax status of dividends and distributions they receive and any tax withheld thereon. Dividends, including capital gain dividends, declared in October, November, or December with a record date of such month and paid during the following January will be treated as having been paid by a Fund and received by shareholders on December 31 of the calendar year in which declared, rather than the calendar year in which the dividends are actually received.
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Upon the taxable disposition (including a sale or redemption) of shares of a Fund, a shareholder may realize a gain or loss depending upon his basis in his shares. Such gain or loss generally will be treated as capital gain or loss if the shares are capital assets in the shareholder's hands. Such gain or loss will be long‑term or short‑term, generally depending upon the shareholder's holding period for the shares. However, a loss realized by a shareholder on the disposition of Fund shares with respect to which capital gain dividends have been paid will, to the extent of such capital gain dividends, be treated as long‑term capital loss if such shares have been held by the shareholder for six months or less. Further, a loss realized on a disposition will be disallowed to the extent the shares disposed of are replaced (whether by reinvestment of distributions or otherwise) within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Shareholders receiving distributions in the form of additional shares will have a cost basis for Federal income tax purposes in each share received equal to the net asset value of a share of the Funds on the reinvestment date.
A portion of the difference between the issue price and the face amount of zero coupon securities ("Original Issue Discount") will be treated as income to any Fund holding securities with Original Issue Discount each year although no current payments will be received by such Fund with respect to such income. This original issue discount will comprise a part of the investment company taxable income of such Fund which must be distributed to shareholders in order to maintain its qualification as a RIC and to avoid federal income tax at the level of the relevant Fund. Taxable shareholders of such a Fund will be subject to income tax on such original issue discount, whether or not they elect to receive their distributions in cash. In the event that a Fund acquires a debt instrument at a market discount, it is possible that a portion of any gain recognized on the disposition of such instrument may be treated as ordinary income.
A Fund's investment in options, futures contracts and forward contracts, options on futures contracts and stock indices and certain other securities, including transactions involving actual or deemed short sales or foreign exchange gains or losses are subject to many complex and special tax rules. For example, over‑the‑counter options on debt securities and certain equity options, including options on stock and on narrow‑based stock indexes, will be subject to tax under Section 1234 of the Code, generally producing, a long‑term or short‑term capital gain or loss upon lapse of the option or sale of the underlying stock or security.
By contrast, a Fund's treatment of certain other options, futures and forward contracts entered into by the Fund is generally governed by Section 1256 of the Code. These "Section 1256" positions generally include regulated futures contracts, foreign currency contracts, non‑equity options and dealer equity options. Each such Section 1256 position held by a Fund will be marked‑to‑market (i.e., treated as if it were sold for fair market value) on the last business day of that Fund's fiscal year, and all gain or loss associated with fiscal year transactions and marked‑to‑market positions at fiscal year-end (except certain currency gain or loss covered by Section 988 of the Code) will generally be treated as 60% long‑term capital gain or loss and 40% short‑term capital gain or loss. The effect of Section 1256 mark‑to‑market may be to accelerate income or to convert what otherwise would have been long‑term capital gains into short‑term capital gains or short‑term capital losses into long‑term capital losses within such Fund. The acceleration of income on Section 1256 positions may require the Fund to accrue taxable income without the corresponding receipt of cash. In order to generate cash to satisfy the distribution requirements of the Code, a Fund may be required to dispose of portfolio securities that it otherwise would have continued to hold or to use cash flows from other sources, such as the sale of the Fund's shares. In these ways, any or all of these rules may affect the amount, character and timing of income earned and in turn distributed to shareholders by the Funds.
When a Fund holds options or contracts which substantially diminish its risk of loss with respect to other positions (as might occur in some hedging transactions), this combination of positions could be treated as a straddle for tax purposes, resulting in possible deferral of losses, adjustments in the holding periods of securities owned by a Fund and conversion of short‑term capital losses into long‑term capital losses. Certain tax elections exist for mixed straddles, i.e., straddles comprised of at least one Section 1256 position and at least one non‑Section 1256 position, which may reduce or eliminate the operation of these straddle rules.
Each Fund will monitor its transactions in such options and contracts and may make certain other tax elections in order to mitigate the effect of the above rules and to prevent disqualification of a Fund as a RIC under Subchapter M of the Code.
In order for a Fund to qualify as a RIC for any taxable year, at least 90% of the Fund's annual gross income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities, including gains from foreign currencies, and other income derived with respect to the business of investing in stock, securities or currencies. Future Treasury regulations may provide that foreign exchange gains may not qualify for purposes of the 90% limitation if such gains are not directly related to a Fund's principal business of investing
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in stock or securities, or options or futures with respect to such stock or securities. Currency speculation or the use of currency forward contracts or other currency instruments for non‑hedging purposes may generate gains deemed to be not directly related to the Fund's principal business of investing in stock or securities and related options or futures. Each Fund will limit its activities involving foreign exchange gains to the extent necessary to comply with the above requirements.
The federal income tax treatment of interest rate and currency swaps is unclear in certain respects and may in some circumstances result in the realization of income not qualifying under the 90% limitation described above. Each Fund will limit its interest rate and currency swaps to the extent necessary to comply with this requirement.
Under Code Section 817(h), a segregated asset account upon which a variable annuity contract or variable life insurance policy is based must be "adequately diversified." A segregated asset account will be adequately diversified if it complies with certain diversification tests set forth in Treasury regulations. If a RIC satisfies certain conditions relating to the ownership of its shares, a segregated asset account investing in such investment company will be entitled to treat its pro rata portion of each asset of the investment company as an asset for purposes of these diversification tests. The Funds intend to meet these ownership conditions and to comply with the diversification tests noted above. Accordingly, a segregated asset account investing solely in shares of a Fund will be adequately diversified if the Funds meet the foregoing requirements.
However, the failure of a Fund to meet such conditions and to comply with such tests could cause the owners of variable annuity contracts and variable life insurance policies based on such account to recognize ordinary income each year in the amount of any net appreciation of such contract or policy during the year.
Provided that a Fund and a segregated asset account investing in the Fund satisfy the above requirements, any distributions from the Fund to such account will be exempt from current federal income taxation to the extent that such distributions accumulate in a variable annuity contract or variable life insurance policy.
Persons investing in a variable annuity contract or variable life insurance policy offered by a segregated asset account investing in a Fund should refer to the Prospectus with respect to such contract or policy for further tax information.
Information set forth in the prospectus and this Statement of Additional Information which relates to federal taxation is only a summary of some of the important federal tax considerations generally affecting purchasers of shares of the Funds. No attempt has been made to present a detailed explanation of the federal income tax treatment of a Fund or its shareholders and this description is not intended as a substitute for federal tax planning. Accordingly, potential purchasers of shares of a Fund are urged to consult their tax advisers with specific reference to their own tax situation, including any application of foreign, state or local tax laws. In addition, the tax discussion in the Prospectus and this Statement of Additional Information is based on tax laws and regulations which are in effect on the date of the Prospectus and this Statement of Additional Information. Such laws and regulations may be changed by legislative or administrative action.
The Funds may invest in non‑U.S. corporations, which may be treated as "passive foreign investment companies" ("PFICs") under the Code. This could result in adverse tax consequences upon the disposition of, or the receipt of "excess distributions" with respect to, such equity investments. To the extent that each Fund invests in PFICs, it may adopt certain tax strategies to reduce or eliminate the adverse effects of certain federal tax provisions governing PFIC investments. Many non‑U.S. banks and insurance companies may be excluded from PFIC treatment if they satisfy certain technical requirements under the Code. To the extent that each Fund invests in foreign securities which are determined to be PFIC securities and is required to pay a tax on such investments, a credit for this tax would not be allowed to be passed through to such Fund's shareholders. Therefore, the payment of this tax would reduce such Fund's economic return from its PFIC investments. Gains from dispositions of PFIC shares and excess distributions received with respect to such shares are treated as ordinary income rather than capital gains.
PERFORMANCE INFORMATION
From time to time performance information for the Funds showing their standardized average annual total return, non-standardized return and/or yield may be presented in advertisements, sales literature and shareholder reports. Such performance figures are based on historical earnings and are not intended to indicate future performance. Standardized average annual total return of a Fund will be calculated for the period since the establishment of the Fund and will reflect the imposition of the maximum sales charge, if any. Standardized average annual total return is measured by comparing the value of an investment in a Fund at the beginning of the relevant period to the redemption value of the investment at the end of the period (assuming immediate reinvestment of any dividends or capital gains distributions) and annualizing the result. Yield of a Fund will be computed by dividing a Fund's net investment income per share earned during a recent
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one‑month period by that Fund's per share maximum offering price (reduced by any undeclared earned income expected to be paid shortly as a dividend) on the last day of the period and annualizing the result.
In addition, from time to time the Funds may present their respective distribution rates in shareholder reports and in supplemental sales literature which is accompanied or preceded by a Prospectus and in shareholder reports. Distribution rates will be computed by dividing the distribution per share over a twelve‑month period by the maximum offering price per share. The calculation of income in the distribution rate includes both income and capital gains dividends and does not reflect unrealized gains or losses, although a Fund may also present a distribution rate excluding the effect of capital gains. The distribution rate differs from the yield, because it includes capital gains which are often non‑recurring in nature, whereas yield does not include such items. Distribution rates may also be presented excluding the effect of a sales charge, if any.
Total return, whether standardized or non-standardized, and yield are functions of the type and quality of instruments held in the portfolio, levels of operation expenses and changes in market conditions. Consequently, total return and yield will fluctuate and are not necessarily representative of future results. Any fees charged by Allianz Life Insurance Co. of North America or any of its affiliates with respect to customer accounts for investing in shares of the Funds will not be included in performance calculations. Such fees, if charged, will reduce the actual performance from that quoted. In addition, if the Manager or the Distributor voluntarily reduce all or a part of their respective fees, as further discussed in the Prospectus, the total return of such Fund will be higher than it would otherwise be in the absence of such voluntary fee reductions.
Yields and total returns quoted for the Funds include the effect of deducting the Funds' expenses, but may not include charges and expenses attributable to a particular variable annuity contract or variable life insurance policy. Since shares of the Funds may be purchased only through a variable annuity contract or variable life insurance policy, you should carefully review the prospectus of the variable annuity contract or variable life insurance policy you have chosen for information on relevant charges and expenses. Including these charges in the quotations of the Funds' yield and total return would have the effect of decreasing performance. Performance information for the Funds must always be accompanied by, and reviewed with, performance information for the insurance product which invests in the Funds.
YIELDS OF THE GOVERNMENT MONEY MARKET FUND
The standardized seven‑day yield for the AZL Government Money Market Fund is computed: (1) by determining the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical pre‑existing account in that Fund having a balance of one share at the beginning of the seven‑day base period, subtracting a hypothetical charge reflecting deductions from shareholder accounts; (2) dividing the difference by the value of the account at the beginning of the base period to obtain the base period return; and (3) annualizing the results (i.e., multiplying the base period return by (365/7)). The net change in the account value of the AZL Government Money Market Fund includes the value of additional shares purchased with dividends from the original share, dividends declared on both the original share and any additional shares, and all fees, other than non‑recurring account charges charged to all shareholder accounts in proportion to the length of the base period and assuming that Fund's average account size. The capital changes to be excluded from the calculation of the net change in account value are net realized gains and losses from the sale of securities and unrealized appreciation and depreciation.
At any time in the future, yields may be higher or lower than past yields and there can be no assurance that any historical results will continue.
YIELDS OF THE NON‑MONEY MARKET FUNDS
Yields of each of the Non‑Money Market Funds will be computed by analyzing net investment income per share for a recent thirty‑day period and dividing that amount by a Fund share's maximum offering price (reduced by any undeclared earned income expected to be paid shortly as a dividend) on the last trading day of that period. Net investment income will reflect amortization of any market value premium or discount of fixed income securities (except for obligations backed by mortgages or other assets) and may include recognition of a pro rata portion of the stated dividend rate of dividend paying portfolio securities. The yield of each of the Non‑Money Market Funds will vary from time to time depending upon market conditions, the composition of a Fund's portfolio and operating expenses of the Trust allocated to each Fund. These factors and possible differences in the methods used in calculating yield should be considered when comparing a Fund's yield to yields published for other investment companies and other investment vehicles. Yield should also be considered relative to changes in the value of the Fund's shares and to the relative risks associated with the investment objectives and policies of each of the Funds.
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CALCULATION OF TOTAL RETURN
Standardized average annual total return is a measure of the change in value of the investment in a Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in the Fund immediately rather than paid to the investor in cash. Standardized average annual total return will be calculated by: (1) adding to the total number of shares purchased by a hypothetical $1,000 investment in the Fund and all additional shares which would have been purchased if all dividends and distributions paid or distributed during the period had immediately been reinvested, (2) calculating the value of the hypothetical initial investment of $1,000 as of the end of the period by multiplying the total number of shares owned at the end of the period by the net asset value per share on the last trading day of the period, (3) assuming redemption at the end of the period, and (4) dividing this account value for the hypothetical investor by the initial $1,000 investment and annualizing the result for periods of less than one year.
MISCELLANEOUS
Individual Trustees are elected by the shareholders and, subject to removal by a vote of two‑thirds of the Board of Trustees, serve until their successors are elected and qualified. Meetings of shareholders are not required to be held at any specific intervals. Individual Trustees may be removed by vote of the shareholders voting not less than two‑thirds of the shares then outstanding.
The Trust is registered with the SEC as a management investment company. Such registration does not involve supervision of the management policies of the Trust.
The Prospectus and this Statement of Additional Information omit certain of the information contained in the Registration Statement filed with the SEC. Copies of such information may be obtained from the SEC by payment of the prescribed duplicating fee.
Holders of variable annuity contracts or variable life insurance policies issued by Participating Insurance Companies for which shares of the Funds are the investment vehicle will receive from the Participating Insurance Companies the Trust's unaudited semi‑annual financial statements and year‑end financial statements audited by the Trust's independent registered public accounting firm. Each report will show the investments owned by the Funds and the market values of the investments and will provide other information about the Funds and their operations.
The Trust currently does not foresee any disadvantages to the holders of variable annuity contracts and variable life insurance policies of affiliated and unaffiliated Participating Insurance Companies arising from the fact that the interests of the holders of variable annuity contracts and variable life insurance policies may differ due to differences of tax treatment or other considerations or due to conflict between the affiliated or unaffiliated Participating Insurance Companies. Nevertheless, the Trustees intend to monitor events in order to identify any material irreconcilable conflicts which may possibly arise and to determine what action, if any, should be taken in response to such conflicts. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by the Participating Insurance Companies. The Trust assumes no responsibility for such prospectuses.
The portfolio managers of the Funds and other investment professionals may from time to time discuss in advertising, sales literature or other material, including periodic publications, various topics of interest to shareholders and prospective investors. The topics may include, but are not limited to, the advantages and disadvantages of investing in tax‑deferred and taxable investments; Fund performance and how such performance may compare to various market indices; shareholder profiles and hypothetical investor scenarios; the economy; the financial and capital markets; investment strategies and techniques; investment products and tax, retirement and investment planning.
The Prospectus and this Statement of Additional Information are not an offering of the securities herein described in any state in which such offering may not lawfully be made. No salesman, dealer or other person is authorized to give any information or make any representation other than those contained in the Prospectus and this Statement of Additional Information.
FINANCIAL STATEMENTS
Audited financial statements as of December 31, 2016, are incorporated by reference to the Annual Report to shareholders, which has been previously sent to shareholders of each Fund pursuant to the 1940 Act and previously filed with the Securities and Exchange Commission. A copy of the Annual Report and the Funds' latest Semi-Annual Report may be obtained without charge on the internet by accessing the Allianz Life website at https://www.allianzlife.com or upon written request from Allianz VIP Funds at 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, or by calling toll free 1-800-624-0197.
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PROXY VOTING POLICIES AND PROCEDURES
The proxy voting policies and procedures of the Trust, Allianz Investment Management LLC, and all of the Subadvisers are located in Appendix B to this Statement of Additional Information.
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available without charge, upon request, by accessing the Fund's website at https://www.allianzlife.com or by accessing the SEC's EDGAR database via the Internet at www.sec.gov.

APPENDIX A

COMMERCIAL PAPER RATINGS
A Standard & Poor's ("S&P") commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. The following summarizes the rating categories used by Standard and Poor's for commercial paper:
"A‑1" – Obligations are rated in the highest category indicating that the obligor's capacity to meet its financial commitment is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
"A‑2" – Obligations are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations rated "A‑1". However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
"A‑3" – Obligations exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
"B" – Obligations are regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
"C" – Obligations are currently vulnerable to nonpayment and are dependent on favorable business, financial, and economic conditions for the obligor to meet its financial obligation.
"D" – Obligations are in payment default. The "D" rating category is used when payments on an obligation are not made on the date due, even if the applicable grace period has not expired, unless S&P believes such payments will be made during such grace period. The "D" rating will also be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Moody's commercial paper ratings are opinions of the ability of issuers to repay punctually debt obligations not having an original maturity in excess of one year, unless explicitly noted. The following summarizes the rating categories used by Moody's for commercial paper:
"Prime‑1" – Issuers (or supporting institutions) have a superior ability for repayment of senior short‑term debt obligations. Prime‑1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well‑established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well‑established access to a range of financial markets and assured sources of alternate liquidity.
"Prime‑2" – Issuers (or supporting institutions) have a strong ability for repayment of senior short‑term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
"Prime‑3" – Issuers (or supporting institutions) have an acceptable ability for repayment of senior short‑term debt obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
"Not Prime" – Issuers do not fall within any of the rating categories.
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The three rating categories of Duff & Phelps for investment grade commercial paper and short‑term debt are "D‑1," "D‑2" and "D‑3." Duff & Phelps employs three designations, "D‑1+," "D‑1" and "D‑1‑," within the highest rating category. The following summarizes the rating categories used by Duff & Phelps for commercial paper:
"D‑1+" – Debt possesses the highest certainty of timely payment. Short‑term liquidity, including internal operating factors and/or access to alternative sources of funds, is outstanding, and safety is just below risk‑free U.S. Treasury short‑term obligations.
"D‑1" – Debt possesses very high certainty of timely payment. Liquidity factors are excellent and supported by good fundamental protection factors. Risk factors are minor.
"D‑1" – Debt possesses high certainty of timely payment. Liquidity factors are strong and supported by good fundamental protection factors. Risk factors are very small.
"D‑2" – Debt possesses good certainty of timely payment. Liquidity factors and company fundamentals are sound. Although ongoing funding needs may enlarge total financing requirements, access to capital markets is good. Risk factors are small.
"D‑3" – Debt possesses satisfactory liquidity and other protection factors qualify issues as investment grade. Risk factors are larger and subject to more variation. Nevertheless, timely payment is expected.
"D‑4" – Debt possesses speculative investment characteristics. Liquidity is not sufficient to ensure against disruption in debt service. Operating factors and market access may be subject to a high degree of variation.
"D‑5" – Issuer has failed to meet scheduled principal and/or interest payments.
Fitch IBCA short‑term ratings apply to debt obligations that have time horizons of less than 12 months for most obligations, or up to three years for U.S. public finance securities. The following summarizes the rating categories used by Fitch IBCA for short‑term obligations:
"F1" – Securities possess the highest credit quality. This designation indicates the strongest capacity for timely payment of financial commitments and may have an added "+" to denote any exceptionally strong credit feature.
"F2" – Securities possess good credit quality. This designation indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of securities rated "F1."
"F3" – Securities possess fair credit quality. This designation indicates that the capacity for timely payment of financial commitments is adequate; however, near‑term adverse changes could result in a reduction to non‑investment grade.
"B" – Securities possess speculative credit quality. This designation indicates minimal capacity for timely payment of financial commitments, plus vulnerability to near‑term adverse changes in financial and economic conditions.
"C" – Securities possess high default risk. This designation indicates that the capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
"D" – Securities are in actual or imminent payment default.
Thomson BankWatch short‑term ratings assess the likelihood of an untimely payment of principal and interest of debt instruments with original maturities of one year or less. The following summarizes the ratings used by Thomson BankWatch:
"TBW‑1" – This designation represents Thomson BankWatch's highest category and indicates a very high likelihood that principal and interest will be paid on a timely basis.
"TBW‑2" – This designation represents Thomson BankWatch's second‑highest category and indicates that while the degree of safety regarding timely repayment of principal and interest is strong, the relative degree of safety is not as high as for issues rated "TBW‑1."
"TBW‑3" – This designation represents Thomson BankWatch's lowest investment‑grade category and indicates that while the obligation is more susceptible to adverse developments (both internal and external) than those with higher ratings, the capacity to service principal and interest in a timely fashion is considered adequate.
"TBW‑4" – This designation represents Thomson BankWatch's lowest rating category and indicates that the obligation is regarded as non‑investment grade and therefore speculative.
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CORPORATE AND LONG‑TERM DEBT RATINGS
The following summarizes the ratings used by Standard & Poor's for corporate and municipal debt:
"AAA" – An obligation rated "AAA" has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
"AA" –An obligation rated "AA" differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
"A" – An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
"BBB" – An obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
"BB," "B," "CCC," "CC" and "C" – Debt is regarded as having significant speculative characteristics. "BB" indicates the least degree of speculation and "C" the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
"BB" – Debt is less vulnerable to non‑payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
"B" – Debt is more vulnerable to non‑payment than obligations rated "BB," but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
"CCC" – Debt is currently vulnerable to non‑payment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
"CC" – An obligation rated "CC" is currently highly vulnerable to non‑payment.
"C" – The "C" rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued.
"D" – An obligation rated "D" is in payment default. This rating is used when payments on an obligation are not made on the date due, even if the applicable grace period has not expired, unless S & P believes that such payments will be made during such grace period. "D" rating is also used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized.
PLUS (+) OR MINUS (‑)– The ratings from "AA" through "CCC" may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
"r" – This rating is attached to highlight derivative, hybrid, and certain other obligations that S & P believes may experience high volatility or high variability in expected returns due to non‑credit risks. Examples of such obligations are: securities whose principal or interest return is indexed to equities, commodities, or currencies; certain swaps and options; and interest‑only and principal‑only mortgage securities. The absence of an "r" symbol should not be taken as an indication that an obligation will exhibit no volatility or variability in total return.
The following summarizes the ratings used by Moody's for corporate and municipal long‑term debt:
"Aaa" – Bonds are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
"Aa" – Bonds are judged to be of high quality by all standards. Together with the "Aaa" group they comprise what are generally known as high‑grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in "Aaa" securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long‑term risks appear somewhat larger than in "Aaa" securities.
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"A" – Bonds possess many favorable investment attributes and are to be considered as upper medium‑grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.
"Baa" – Bonds are considered as medium‑grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
"Ba," "B," "Caa," "Ca" and "C" – Bonds that possess one of these ratings provide questionable protection of interest and principal ("Ba" indicates speculative elements; "B" indicates a general lack of characteristics of desirable investment; "Caa" are of poor standing; "Ca" represents obligations which are speculative in a high degree; and "C" represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds may be in default.
Con. (-) – Bonds for which the security depends upon the completion of some act or the fulfillment of some condition are rated conditionally. These are bonds secured by (a) earnings of projects under construction, (b) earnings of projects unseasoned in operation experience, (c) rentals which begin when facilities are completed, or (d) payments to which some other limiting condition attaches. Parenthetical rating denotes probable credit stature upon completion of construction or elimination of basis of condition.
Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes possess the strongest investment attributes are designated by the symbols, Aa1, A1, Baa1, Ba1 and B1.
The following summarizes the long‑term debt ratings used by Duff & Phelps for corporate and municipal long‑term debt:
"AAA" – Debt is considered to be of the highest credit quality. The risk factors are negligible, being only slightly more than for risk‑free U.S. Treasury debt.
"AA" – Debt is considered of high credit quality. Protection factors are strong. Risk is modest but may vary slightly from time to time because of economic conditions.
"A" – Debt possesses protection factors which are average but adequate. However, risk factors are more variable and greater in periods of economic stress.
"BBB" – Debt possesses below‑average protection factors but such protection factors are still considered sufficient for prudent investment. Considerable variability in risk is present during economic cycles.
"BB," "B," "CCC," "DD" and "DP" – Debt that possesses one of these ratings is considered to be below investment grade. Although below investment grade, debt rated "BB" is deemed likely to meet obligations when due. Debt rated "B" possesses the risk that obligations will not be met when due. Debt rated "CCC" is well below investment grade and has considerable uncertainty as to timely payment of principal, interest or preferred dividends. Debt rated "DD" is a defaulted debt obligation, and the rating "DP" represents preferred stock with dividend arrearages.
To provide more detailed indications of credit quality, the "AA," "A," "BBB," "BB" and "B" ratings may be modified by the addition of a plus (+) or minus (‑) sign to show relative standing within these major categories.
The following summarizes the ratings used by Fitch IBCA for corporate and municipal bonds:
"AAA" – Bonds considered to be investment grade and of the highest credit quality. These ratings denote the lowest expectation of investment risk and are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is very unlikely to be adversely affected by foreseeable events.
"AA" – Bonds considered to be investment grade and of very high credit quality. These ratings denote a very low expectation of investment risk and indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
"A" – Bonds considered to be investment grade and of high credit quality. These ratings denote a low expectation of investment risk and indicate strong capacity for timely payment of financial commitments. This capacity may, nevertheless, be more vulnerable to adverse changes in circumstances or in economic conditions than bonds with higher ratings.
"BBB" – Bonds considered to be investment grade and of good credit quality. These ratings denote that there is currently a low expectation of investment risk. The capacity for timely payment of financial commitments is adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this category.
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"BB" – Bonds considered to be speculative. These ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic changes over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
"B" – Bonds are considered highly speculative. These ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
"CCC," "CC" and "C" – Bonds have high default risk. Capacity for meeting financial commitments is reliant upon sustained, favorable business or economic developments. "CC" ratings indicate that default of some kind appears probable, and "C" ratings signal imminent default.
"DDD," "DD" and "D" – Bonds are in default. Securities are not meeting obligations and are extremely speculative. "DDD" designates the highest potential for recovery on these securities, and "D" represents the lowest potential for recovery.
To provide more detailed indications of credit quality, the Fitch IBCA ratings from and including "AA" to "B" may be modified by the addition of a plus (+) or minus (‑) sign to show relative standing within these major rating categories.
Thomson BankWatch assesses the likelihood of an untimely repayment of principal or interest over the term to maturity of long term debt and preferred stock which are issued by United States commercial banks, thrifts and non‑bank banks; non‑United States banks; and broker‑dealers. The following summarizes the rating categories used by Thomson BankWatch for long‑term debt ratings:
"AAA" – This designation represents the highest category assigned by Thomson BankWatch to long‑term debt and indicates that the ability to repay principal and interest on a timely basis is extremely high.
"AA" – This designation indicates a very strong ability to repay principal and interest on a timely basis with limited incremental risk compared to issues rated in the highest category.
"A" –This designation indicates that the ability to repay principal and interest is strong. Issues rated "A" could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings.
"BBB" – This designation represents Thomson BankWatch's lowest investment‑grade category and indicates an acceptable capacity to repay principal and interest. Issues rated "BBB" are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings.
"BB," "B," "CCC" and "CC" – These designations are assigned by Thomson BankWatch to non‑investment grade long‑term debt. Such issues are regarded as having speculative characteristics regarding the likelihood of timely payment of principal and interest. "BB" indicates the lowest degree of speculation and "CC" the highest degree of speculation.
"D" – This designation indicates that the long‑term debt is in default.
PLUS (+) OR MINUS (‑) – The ratings from "AAA" through "CC" may include a plus or minus sign designation which indicates where within the respective category the issue is placed.

APPENDIX B – PROXY VOTING POLICIES


ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

Proxy Voting Policy and Procedures (effective December 1, 2010)
I.
Policy
A.
Basis for Proxy Voting. The Allianz Variable Insurance Products Trust (the "VIP Trust") and the Allianz Variable Insurance Products Fund of Funds Trust (the "FOF Trust," and together with the VIP Trust, the "Trusts") seek to vote proxies received with respect to the securities held by one or more of their outstanding series (each, a "Fund") in a manner that is most likely to maximize the monetary value of the holdings of the relevant Fund and to maximize the likelihood of a favorable investment return.
B.
Delegation of Proxy Voting. The Board of Trustees (the "Board") of the Trusts recognizes that the right to vote a proxy with respect to the securities that each Fund holds is an asset of that Fund and that the oversight of the effective management of this asset is a part of the Board's oversight responsibility and the obligations of the Trusts' officers. The Board further recognizes that the voting of proxies is an integral part of the services provided
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by Allianz Investment Management LLC ("AZIM") and by those investment advisers retained by AZIM to provide day-to-day investment management services to the Funds of the VIP Trust (each, a "Subadviser"). Accordingly, the Board hereby delegates to AZIM or to each Subadviser of a Fund of the VIP Trust, as the case may be, the responsibility for voting proxies on securities held by any Fund, the purchase and holding of which is a result of one or more investment decisions made by AZIM or such Subadviser, subject to the continuing oversight of the Board(1). In the remainder of this document, AZIM and the Subadvisers may, as appropriate, be referred to individually as a "Manager" or collectively as the "Managers."
(1)
This policy is adopted for the purpose of the disclosure requirements adopted by the Securities and Exchange Commission, Releases No. 33-8188, 34-47304, IC-25922.
C.
Monitoring of Proxy Voting by Subadvisers. The Board further delegates to AZIM, as an integral part of those services provided by AZIM to the VIP Trust pursuant to its agreement with the VIP Trust dated April 27, 2001, the responsibility for receiving appropriate representations that each Subadviser votes proxies received with respect to Fund securities in a manner that is consistent with such Subadviser's fiduciary obligation to the VIP Trust and the proxy voting policies, procedures, and guidelines ("Proxy Voting Policies") adopted by such Subadviser.
II.
Procedures
A.
Subadviser Voting Procedures; Board Oversight. The officers of the VIP Trust (or other designated agents of the VIP Trust) shall obtain from each Subadviser the Proxy Voting Policies adopted by such Subadviser. Generally, such Proxy Voting Policies shall be presented to the Board not later than the Board meeting at which the subadvisory agreement dealing with the services to be provided by the Subadviser is submitted for the Board's review and approval. The proxy voting policies and procedures of the Managers are incorporated by reference herein. Proxy Voting Policies or a summary thereof shall be presented to the Board thereafter at least annually for its review and approval, and the officers of the VIP Trust shall use reasonable efforts to ensure that the Board is notified promptly of any material changes in the Proxy Voting Policies of each Subadviser.
B.
Specific Matters.
1.
Conflict of Interest. The Trusts recognize that there may be instances in which a Manager (or affiliated persons of a Manager) has a financial interest in a matter presented by a proxy. In reviewing the adequacy of Proxy Voting Procedures provided to the Trusts by Managers, the Trusts' officers will evaluate the extent to which conflicts of interest have been addressed; including the extent to which the existence of pre-determined voting policies have been established such that the Manager has limited discretion in making a proxy voting decision in the event of a conflict of interest, or existence of other specific decision-making mechanisms to ensure that any decision with respect to a proposal representing a conflict between the interests of the Manager and the Trust would be effectively insulated from the conflict and the basis for such decision fully documented. In limited circumstances, a Manager may be unable to make a decision with regard to a particular proxy vote in accordance with its proxy voting policies and procedures, due to the existence of a conflict. In these circumstances, and where the Manager advises the Trust of such a conflict and its inability to vote, the Trust may direct the Manager how to vote. In directing a Manager how to vote, the Trust may rely on one or more of the following considerations: the advice of counsel, or an independent third party; any voting decisions being made by other Managers to the Trust on the same proxy voting decision, where a conflict does not exist; the policies and procedures of the Manager that is unable to vote due to the conflict; or any other consideration affecting the Trust.
2.
Differences Among Proxy Voting Policies. The Trusts recognize that there may be instances where the responsibility for voting proxies with respect to a single security is vested in two or more Managers (such as, when more than one Fund, or two or more subportfolios of the same Fund that are managed by different Managers, hold voting securities of a single issuer). Under these circumstances, there is the possibility that the application of relevant Proxy Voting Policies will result in proxies being voted inconsistently. It is the position of the Trusts that such circumstance will not be deemed to suggest improper action on the part of any Manager.
3.
Proxy Voting for Loaned Securities. Portfolio securities of the Funds may, from time to time, be on loan through a securities lending program or securities lending arrangement with a third party ("Loaned Securities"). Voting rights that accompany Loaned Securities generally pass to the borrower of the securities. The Trusts will not attempt, or require Managers to attempt, to seek recalls of Loaned Securities solely for the purpose of voting routine proxies since such a practice could impact the returns received from a Fund's securities lending activity and make the Fund a less desirable lender. However, when a Trust or the relevant Manager has knowledge that a proxy involves a "Material Event" (defined below) affecting Loaned Securities,
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the Trusts shall use or require the Managers to use reasonable efforts to recall the Loaned Security. For purposes of this provision, the term "Material Event" means a merger, acquisition, spin-off, or other similar corporate action. The Trusts' Valuation and Investment Policy Committee (the "VIP Committee") will review from time to time what constitutes a Material Event and shall adjust the standard as deemed necessary. The VIP Committee shall communicate its standard for what constitutes a Material Event, and any subsequent changes thereto, to the Funds' Managers and to the Board. The Trusts, the Manager and/or the VIP Committee, as applicable, may utilize third-party service providers from time to time to assist in identifying and evaluating whether an event constitutes a Material Event, or may adopt standards found in the proxy voting policies of one or more Managers.
The Trusts recognize that the ability to timely recall shares for proxy voting purposes is not within the sole control of the Managers and requires the cooperation of the Trusts and other service providers. Under certain circumstances, the recall of shares in time to be voted may not be possible due to applicable proxy voting record dates, the timing of receipt of information and administrative considerations. Accordingly, efforts to recall loaned securities are not always effective and there can be no guarantee that any such securities can be retrieved in a timely manner for purposes of voting securities.
4.
Cost-Benefit Analysis Involving Voting Proxies. The Trusts recognize that there may be circumstances in which refraining from voting a proxy may be in a Fund's best interest, such as when the Manager determines that the cost of voting a proxy exceeds any expected benefit to the Fund. For example, a Manager may refrain from voting a proxy on behalf of a Fund due to de-minimis holdings, immaterial impact on the portfolio, items relating to foreign issues (such as those described below) and timing issues related to the opening/closing of accounts. A Manager may refrain from voting a proxy of a foreign issue due to logistical considerations that may have a detrimental effect on the Manager's ability to vote the proxy. These issues may include, but are not limited to:  (i) proxy statements and ballots being written in a foreign language; (ii) untimely notice of a shareholder meeting; (iii) requirements to vote proxies in person; (iv) restrictions on a foreigner's ability to exercise votes; (v) restrictions on the sale of securities for a period of time in proximity to the shareholder meeting; or (vi) requirements to provide local agents with power of attorney to facilitate the voting instructions. Managers are expected, however, to vote all such proxies on a best-efforts basis.
5.
Proxy Voting for Affiliated Underlying Funds. Certain Funds of the Trusts may invest in shares of other investment companies ("Underlying Funds") which may be advised by the Fund's Manager or its affiliates. In particular, the Funds of the FOF Trust, each of which is advised by AZIM, are expected to invest primarily in the shares of Underlying Funds which are advised by AZIM or its affiliates. It is the policy of the Trusts that any proxy solicited by such an affiliated Underlying Fund shall be voted by the Trusts in the same ratio as shares are voted by the investors of such Underlying Fund who are not affiliated with the Manager or the Trusts. In the event that the affiliated Underlying Fund has no investors who are not affiliated with the Manager or the Trusts, any proxy solicited by such an affiliated Underlying Fund shall be voted by the Trusts in accordance with the recommendation of the Underlying Fund's board.
C.
Voting Record Reporting.
1.
Maintenance of Manager Voting Records. No less than annually, the Trusts shall obtain from each Manager a record of each proxy voted with respect to portfolio securities of each Fund of the Trusts managed, in whole or in part, by that Manager during the year. This record may be provided directly by the Manager or accessed via an appropriate electronic means in the manner contemplated under relevant regulations promulgated by the Securities and Exchange Commission.
2.
Annual Filing on Form N-PX. Each of the Trusts shall file an annual report of each proxy voted with respect to securities of the Trust's Funds during the 12-month period ended June 30 on Form N-PX not later than August 31 of each year.
III.
Revocation
The delegation of the authority to vote proxies relating to portfolio securities of any Fund is entirely voluntary and may be revoked by either or both of the Trusts, acting by resolution of the Board, in whole or in part, at any time.
IV.
Disclosures
A.
Each of the Trusts shall include in its registration statement:
1.
A description of this policy and of the Proxy Voting Procedures, or summaries thereof, of each Manager; and
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2.
A statement disclosing that information regarding how the Trust voted proxies relating to Fund securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Trust's toll-free telephone number; or through a specified Internet address; or both; and on the SEC website.
B.
Each of the Trusts shall include in its Annual and Semi-Annual Reports to shareholders:
1.
A statement disclosing that a description of the policies and procedures used by or on behalf of the Trust to determine how to vote proxies relating to securities of the Trust's Funds is available without charge, upon request, by calling the Trust's toll-free telephone number; or through a specified Internet address; and on the SEC website.
2.
A statement disclosing that information regarding how the Trust voted proxies relating to Fund securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Trust's toll-free telephone number; or through a specified Internet address; or both; and on the SEC website.


ALLIANZ INVESTMENT MANAGEMENT LLC

Proxy Voting Policy and Procedures (revised December 1, 2010)
The following are general proxy voting policies and procedures ("Policies and Procedures") adopted by Allianz Investment Management LLC ("AZIM"), an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act")(1). AZIM serves as the investment adviser to various clients, including investment companies registered under the Investment Company Act of 1940, as amended ("1940 Act")(2). These Policies and Procedures are adopted to ensure compliance with Rule 206(4)-6 under the Advisers Act, other applicable fiduciary obligations of AZIM and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") and interpretations of its staff.
(1)
These Policies and Procedures are adopted by AZIM pursuant to Rule 206(4)-6 under the Advisers Act. See Proxy Voting by Investment Advisers, IA Release No. 2106 (January 31, 2003).
(2)
These Policies and Procedures address proxy voting considerations under U.S. law and regulations and do not address the laws or requirements of other jurisdictions.
AZIM will implement these Policies and Procedures for each of its clients as required under applicable law, unless expressly directed by a client in writing to refrain from voting that client's proxies. AZIM's authority to vote proxies on behalf of its clients is established by its advisory contracts, comparable documents or by an overall delegation of discretionary authority over its client's assets. These Policies and Procedures also apply to any voting rights and/or consent rights of AZIM, on behalf of its clients, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures(3).
(3)
For purposes of these Policies and Procedures, proxy voting includes any voting rights, consent rights or other voting authority of AZIM on behalf of its clients. For purposes of these Policies and Procedures, voting or consent rights shall not include matters which are primarily investment decisions, including tender offers, exchange offers, conversions, put options, redemptions, and dutch auctions.
Set forth below are AZIM's Policies and Procedures with respect to any voting or consent rights of advisory clients over which AZIM has discretionary voting authority. These Policies and Procedures may be revised from time to time.
General Statements of Policy
These Policies and Procedures are designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of AZIM's clients. Each proxy is voted on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances.
AZIM may abstain from voting a client proxy under the following circumstances: (1) when the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant; or (2) when the cost of voting the proxies outweighs the benefits.
Conflicts of Interest
AZIM seeks to resolve any material conflicts of interest by voting in good faith in the best interest of its clients. If a material conflict of interest should arise, AZIM will seek to resolve such conflict in the client's best interest by pursuing any one of the following courses of action:
1.
convening an ad-hoc committee to assess and resolve the conflict(4)
(4)
Any committee must be comprised of personnel who have no direct interest in the outcome of the potential conflict.
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2.
voting in accordance with the policies of the client or with the instructions or consent of the client after providing notice of and disclosing the conflict to that client;
3.
voting the proxy in accordance with the recommendation of an independent third-party service provider;
4.
suggesting that the client engage another party to determine how the proxies should be voted;
5.
delegating the vote to an independent third-party service provider; or
6.
voting in accordance with the factors discussed in these Policies and Procedures.
AZIM will document the process of resolving any identified material conflict of interest.
Reporting Requirements and the Availability of Proxy Voting Records
Except to the extent required by applicable law or otherwise approved by AZIM, AZIM will not disclose to third parties how it voted a proxy on behalf of a client. However, upon request from an appropriately authorized individual, AZIM will disclose to its clients or the entity delegating the voting authority to AZIM for such clients (for example, trustees or consultants retained by the client), how AZIM voted such client's proxy. In addition, AZIM provides its clients with a copy of these Policies and Procedures or a concise summary of these Policies and Procedures: (i) in Part II of Form ADV; (ii) together with a periodic account statement in a separate mailing; or (iii) any other means as determined by AZIM. The summary will state that these Policies and Procedures are available upon request and will inform clients that information about how AZIM voted that client's proxies is available upon request.
Record Keeping
AZIM or its agent maintains proxy voting records as required by Rule 204-2(c) of the Advisers Act. These records include: (1) a copy of all proxy voting policies and procedures; (2) proxy statements (or other disclosures accompanying requests for client consent) received regarding client securities (which may be satisfied by relying on obtaining a copy of a proxy statement from the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or a third party provided that the third party undertakes to provide a copy promptly upon request); (3) a record of each vote cast by AZIM on behalf of a client; (4) a copy of any document created by AZIM that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (5) a copy of each written client request for proxy voting records and any written response from AZIM to any (written or oral) client request for such records. Additionally, AZIM or its agent maintains any documentation related to an identified material conflict of interest.
Proxy voting books and records are maintained by AZIM or its agent in an easily accessible place for a period of five years from the end of the fiscal year during which the last entry was made on such record, the first two years in the offices of AZIM or its agent.
Review and Oversight
AZIM's proxy voting procedures are described below. AZIM's compliance group will provide for the supervision and periodic review, no less than on an annual basis, of its proxy voting activities and the implementation of these Policies and Procedures.
1.
Receipt of Proxies by AZIM. AZIM's operations group generally will receive notice of any proxy from registered owners of record (for example, custodian bank or other third-party service providers).
2.
Conflicts of Interest. AZIM's operations group will engage the compliance group to review each proxy to determine whether there may be a material conflict between AZIM and its client. As part of this review, the compliance group will determine whether the issuer of the security or proponent of the proposal is a client or affiliate of AZIM, or if a client or affiliate has actively solicited AZIM to support a particular position. If no conflict exists, the operations group will forward each proxy to AZIM's Valuation and Investment Policy Committee (the "VIP Committee"). However, if a conflict does exist, AZIM's compliance group will seek to resolve any such conflict in accordance with these Policies and Procedures.
3.
Vote. The VIP Committee will review the information, will vote the proxy in accordance with these Policies and Procedures, and will return the voted proxy to AZIM's operations group.
4.
Transmittal to Third Parties. AZIM will document the VIP Committee's decision for each proxy received in a format designated by the custodian bank or other third party service provider. AZIM will maintain a log of all corporate actions, including proxy voting, that indicates, among other things, the date the notice was received and verified, AZIM's response, the date and time the custodian bank or other third party service provider was notified, the expiration date, and any action taken.
5.
Information Barriers. Certain entities controlling, controlled by, or under common control with AZIM ("Affiliates") may be engaged in banking, investment advisory, broker-dealer, and investment banking activities. AZIM personnel
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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.
Certain personnel performing duties for AZIM also are employed by and perform duties for Allianz Life Insurance Company of North America ("AZL"), which owns AZIM. In certain circumstances, AZIM personnel involved in the process of voting proxies on behalf of AZIM's client may also be involved in the process of voting the same proxies on behalf of AZL or other Affiliates. Any such circumstances should be reported to AZIM's compliance group, which will be responsible to ensure that the interests of AZIM's clients are protected and that any conflicts of interest are identified and resolved.
Categories of Proxy Voting Issues
In general, AZIM reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. AZIM considers each proposal on a case-by-case basis, taking into consideration various factors and all relevant facts and circumstances at the time of the vote. AZIM may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or shareholders, because AZIM believes the recommendations by the issuer generally are in shareholders' best interests, and therefore in the best economic interest of AZIM's clients. The following is a non-exhaustive list of issues that may be included in proxy materials submitted to clients of AZIM, and a non-exhaustive list of factors that AZIM may consider in determining how to vote the client's proxies.
Board of Directors
1.
Independence. AZIM may consider the following factors when voting on director independence issues: (i) majority requirements for the board and the audit, nominating, compensation, and/or other board committees; and (ii) whether the issuer adheres to and/or is subject to legal and regulatory requirements.
2.
Director Tenure and Retirement. AZIM may consider the following factors when voting on limiting the term of outside directors: (i) the introduction of new viewpoints on the board; (ii) a reasonable retirement age for the outside directors; and (iii) the impact on the board's stability and continuity.
3.
Nominations in Elections. AZIM may consider the following factors when voting on uncontested elections: (i) composition of the board; (ii) nominee availability and attendance at meetings; (iii) any investment made by the nominee in the issuer; and (iv) long-term corporate performance and the price of the issuer's securities.
4.
Separation of Chairman and CEO Positions. AZIM may consider the following factors when voting on proposals requiring that the positions of chairman of the board and the chief executive officer not be filled by the same person: (i) any potential conflict of interest with respect to the board's ability to review and oversee management's actions; and (ii) any potential effect on the issuer's productivity and efficiency.
5.
D&O Indemnification and Liability Protection. AZIM may consider the following factors when voting on proposals that include director and officer indemnification and liability protection: (i) indemnifying directors for conduct in the normal course of business; (ii) limiting liability for monetary damages for violating the duty of care; (iii) expanding coverage beyond legal expenses to acts that represent more serious violations of fiduciary obligation than carelessness (for example, negligence); and (iv) providing expanded coverage in cases where a director's legal defense was unsuccessful if the director was found to have acted in good faith and in a manner that he or she reasonably believed was in the best interests of the company.
6.
Stock Ownership. AZIM may consider the following factors when voting on proposals on mandatory share ownership requirements for directors: (i) the benefits of additional vested interest in the issuer's stock; (ii) the ability of a director to fulfill his/her duties to the issuer regardless of the extent of his stock ownership; and (iii) the impact of limiting the number of persons qualified to be directors.
Proxy Contests and Proxy Contest Defenses
1.
Contested Director Nominations. AZIM may consider the following factors when voting on proposals for director nominees in a contested election: (i) background and reason for the proxy contest; (ii) qualifications of the director nominees; (iii) management's track record; (iv) the issuer's long-term financial performance within its industry; (v) assessment of what each side is offering shareholders; (vi) the likelihood that the proposed objectives and goals can be met; and (vii) stock ownership positions of the director nominees.
2.
Reimbursement for Proxy Solicitation Expenses. AZIM may consider the following factors when voting on reimbursement for proxy solicitation expenses: (i) identity of the persons who will pay the expenses; (ii) estimated
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total cost of solicitation; (iii) total expenditures to date; (iv) fees to be paid to proxy solicitation firms; and (v) when applicable, terms of a proxy contest settlement.
3.
Ability to Alter the Size of the Board by Shareholders. AZIM may consider whether the proposal seeks to fix the size of the board and/or require shareholder approval to alter the size of the board.
4.
Ability to Remove Directors by Shareholders. AZIM may consider whether the proposal allows shareholders to remove directors with or without cause and/or allow shareholders to elect directors and fill board vacancies
5.
Cumulative Voting. AZIM may consider the following factors when voting on cumulative voting proposals: (i) the ability of significant stockholders to elect a director of their choosing; (ii) the ability of minority shareholders to concentrate their support in favor of a director(s) of their choosing; and (iii) any potential limitation placed on the director's ability to work for all shareholders.
6.
Supermajority Shareholder Requirements. AZIM may consider all relevant factors, including but not limited to, limiting the ability of shareholders to effect change when voting on supermajority requirements to approve an issuer's charter or bylaws, or to approve a merger or other significant business combination that would require a level of voting approval in excess of a simple majority.
Tender Offer Defenses
1.
Classified Boards. AZIM may consider the following factors when voting on classified boards: (i) providing continuity to the issuer; (ii) promoting long-term planning for the issuer; and (iii) guarding against unsolicited takeovers.
2.
Poison Pills. AZIM may consider the following factors when voting on poison pills: (i) supporting proposals to require a shareholder vote on other shareholder rights plans; (ii) ratifying or redeeming a poison pill in the interest of protecting the value of the issuer; and (iii) other alternatives to prevent a takeover at a price clearly below the true value of the issuer.
3.
Fair Price Provisions. AZIM may consider the following factors when voting on proposals with respect to fair price provisions: (i) the vote required to approve the proposed acquisition; (ii) the vote required to repeal the fair price provision; (iii) the mechanism for determining fair price; and (iv) whether these provisions are bundled with other anti-takeover measures (for example, supermajority voting requirements) that may entrench management and discourage attractive tender offers.
Capital Structure
1.
Stock Authorizations. AZIM may consider the following factors to help distinguish between legitimate proposals to authorize increases in common stock for expansion and other corporate purchases and those proposals designed primarily as an anti-takeover device: (i) the purpose and need for the stock increase; (ii) the percentage increase with respect to the authorization currently in place; (iii) voting rights of the stock; and (iv) overall capitalization structure of the issuer.
2.
Issuance of Preferred Stock. AZIM may consider the following factors when voting on the issuance of preferred stock: (i) whether the new class of preferred stock has unspecified voting, conversion, dividend distribution, and other rights; (ii) whether the issuer expressly states that the stock will not be used as a takeover defense or carry superior voting rights; (iii) whether the issuer specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable; and (iv) whether the stated purpose is to raise capital or make acquisitions in the normal course of business.
3.
Stock Splits. AZIM may consider the following factors when voting on stock splits: (i) the percentage increase in the number of shares with respect to the issuer's existing authorized shares; and (ii) the industry that the issuer is in and the issuer's performance in that industry.
4.
Reverse Stock Splits. AZIM may consider the following factors when voting on reverse stock splits: (i) the percentage increase in the shares with respect to the issuer's existing authorized stock; and (ii) issues related to delisting the issuer's stock.
Executive and Director Compensation
1.
Stock Option Plans. AZIM may consider the following factors when voting on stock option plans: (i) whether the stock option plan expressly permits the repricing of options; (ii) whether the plan could result in earnings dilution of 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.
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2.
Director Compensation. AZIM may consider the following factors when voting on director compensation: (i) whether director shares are at the same market risk as those of the issuer's shareholders; and (ii) how stock option programs for outside directors compare with the standards of internal stock option programs.
3.
Golden and Tin Parachutes. AZIM may consider the following factors when voting on golden and/or tin parachutes: (i) whether they will be submitted for shareholder approval; and (ii) the employees covered by the plan and the quality of management.
State of Incorporation
State Takeover Statutes. AZIM may consider the following factors when voting on proposals to opt out of a state takeover statute: (i) the power the statute vests with the issuer's board; (ii) the potential of the statute to stifle bids; and (iii) the potential for the statute to empower the board to negotiate a better deal for shareholders.
Mergers and Restructurings
1.
Mergers and Acquisitions. AZIM may consider the following factors when voting on a merger and/or acquisition: (i) anticipated financial and operating benefits as a result of the merger or acquisition; (ii) offer price; (iii) prospects of the combined companies; (iv) how the deal was negotiated; and (v) changes in corporate governance and the potential impact on shareholder rights. AZIM may also consider what impact the merger or acquisition may have on groups/organizations other than the issuer's shareholders.
2.
Corporate Restructurings. With respect to a proxy proposal that includes a spin-off, AZIM may consider the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives. With respect to a proxy proposal that includes an asset sale, AZIM may consider the impact on the balance sheet or working capital and the value received for the asset. With respect to a proxy proposal that includes a liquidation, AZIM may consider management's efforts to pursue alternatives, the appraisal value of assets, and the compensation plan for executives managing the liquidation.
Investment Company Proxies
Except as otherwise provided in the following paragraph, for a client that is invested in an investment company, AZIM votes each proxy of the investment company on a case-by-case basis and takes all reasonable steps to ensure that proxies are voted consistent with all applicable investment policies of the client and in accordance with any resolutions or other instructions approved by authorized persons of the client.
For a client that is invested in an investment company that is advised by AZIM or its affiliates, if there is a conflict of interest that may be presented when voting for the client (for example, a proposal to approve a contract between AZIM and the investment company), AZIM will resolve the conflict by doing any one of the following: (i) voting in accordance with the written policies of the client or with the instructions or consent of the client after providing notice of and disclosing the conflict to that client; (ii) voting the proxy in accordance with the recommendation of an independent third-party service provider; or (iii) delegating the vote to an independent third-party service provider.
1.
Election of Directors or Trustees. AZIM may consider the following factors when voting on the director or trustee nominees of a mutual fund: (i) board structure, director independence and qualifications, and compensation paid by the fund and the family of funds; (ii) availability and attendance at board and committee meetings; (iii) investments made by the nominees in the fund; and (iv) the fund's performance.
2.
Converting Closed-End Fund to Open-End Fund. AZIM may consider the following factors when voting on converting a closed-end fund to an open-end fund: (i) past performance as a closed-end fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address any discount of the fund's shares; (iv) past shareholder activism; (v) board activity; and (vi) votes on related proposals.
3.
Proxy Contests. AZIM may consider the following factors related to a proxy contest: (i) past performance of the fund; (ii) the market in which the fund invests; (iii) measures taken by the board to address past shareholder activism; (iv) board activity; and (v) votes on related proposals.
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.
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6.
Changing a Fundamental Restriction to a Non-Fundamental Restriction. AZIM may consider the following when voting on a proposal to change a fundamental restriction to a non-fundamental restriction: (i) reasons given by the board and management for the change; and (ii) the projected impact of the change on the fund's portfolio.
7.
Rule 12b-1 Plans. AZIM may consider the following when voting on a proposal to approve a Rule 12b-1 Plan: (i) fees charged to comparably sized funds with similar investment objectives; (ii) the distributor's reputation and past performance; and (iii) competitiveness of the fund among other similar funds in the industry.
8.
Names Rule Proposals. AZIM may consider the following factors when voting on a proposal to change a fund name, consistent with Rule 35d-1 of the 1940 Act: (i) whether the fund invests a minimum of 80% of its assets in the type of investments suggested by the proposed name; (ii) the political and economic changes in the target market; and (iii) current asset composition.
9.
Disposition of Assets/Termination/Liquidation. AZIM may consider the following when voting on a proposal to dispose of fund assets, terminate, or liquidate the fund: (i) strategies employed to salvage the fund; (ii) the fund's past performance; and (iii) the terms of the liquidation.
10.
Changes to Charter Documents. AZIM may consider the following when voting on a proposal to change a fund's charter documents: (i) degree of change implied by the proposal; (ii) efficiencies that could result; (iii) state of incorporation; and (iv) regulatory standards and implications.
11.
Changing the Domicile of a Fund. AZIM may consider the following when voting on a proposal to change the domicile of a fund: (i) regulations of both states; (ii) required fundamental policies of both states; and (iii) the increased flexibility available.
12.
Change in Fund's Subclassification. AZIM may consider the following when voting on a change in a fund's subclassification from diversified to non-diversified or to permit concentration in an industry: (i) potential competitiveness; (ii) current and potential returns; (iii) risk of concentration; and (iv) consolidation in the target industry.
Distressed and Defaulted Securities
1.
Waivers and Consents. AZIM may consider the following when determining whether to support a waiver or consent to changes in provisions of indentures governing debt securities that are held on behalf of clients: (i) likelihood that the granting of such waiver or consent will potentially increase recovery to clients; (ii) potential for avoiding cross-defaults under other agreements; and (iii) likelihood that deferral of default will give the obligor an opportunity to improve its business operations.
2.
Voting on Chapter 11 Plans of Liquidation or Reorganization. AZIM may consider the following when determining whether to vote for or against a Chapter 11 plan in a case pending with respect to an obligor under debt securities which are held on behalf of clients: (i) other alternatives to the proposed plan; (ii) whether clients are treated appropriately and in accordance with applicable law with respect to their distributions; (iii) whether the vote is likely to increase or decrease recoveries to clients.
Miscellaneous Provisions
1.
Other Business. Proxy ballots sometimes contain a proposal granting the board authority to "transact such other business as may properly come before the meeting." AZIM may consider the following factors when developing a position on proxy ballots that contain a proposal granting the board authority to "transact such other business as may properly come before the meeting": (i) whether the board is limited in what actions it may legally take within such authority; and (ii) AZIM's responsibility to consider actions before supporting them.
2.
Equal Access. AZIM may consider the following factors when voting on equal access: (i) the opportunity for significant company shareholders to evaluate and propose voting recommendations on proxy proposals and director nominees, and to nominate candidates to the board; and (ii) the added complexity and burden of providing shareholders with access to proxy materials.
3.
Charitable Contributions. AZIM may consider the following factors when voting on charitable contributions: (i) the potential benefits to shareholders; and (ii) the potential impact on the issuer's resources that could have been used to increase shareholder value.
4.
Special Interest Issues. AZIM may consider the following factors when voting on special interest issues: (i) the long-term benefit to shareholders of promoting corporate accountability and responsibility on social issues; (ii) management's responsibility with respect to special interest issues; (iii) any economic costs and restrictions on management; (iv) a client's instruction to vote proxies in a specific manner and/or in a manner different from these Policies and Procedures; and (v) the responsibility to vote proxies for the greatest long-term shareholder value.
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BLACKROCK

Proxy Voting Policies and Procedures
Introduction to BlackRock
BlackRock is the world's preeminent asset management firm and a premier provider of global investment management, risk management and advisory services to institutional and individual clients around the world. BlackRock offers a wide range of investment strategies and product structures to meet clients' needs, including individual and institutional separate accounts, mutual funds, closed-end funds, and other pooled investment vehicles and the industry-leading iShares exchange traded funds. Through BlackRock Solutions®, we offer risk management, strategic advisory and enterprise investment system services to a broad base of clients.
Philosophy on corporate governance
BlackRock's corporate governance program is focused on protecting and enhancing the economic value of the companies in which it invests on behalf of clients. We do this through engagement with boards and management of investee companies and, for those clients who have given us authority, through voting at shareholder meetings.
We believe that there are certain fundamental rights attached to share ownership. Companies and their boards should be accountable to shareholders and structured with appropriate checks and balances to ensure that they operate in shareholders' interests. Effective voting rights are central to the rights of ownership and there should be one vote for one share. Shareholders should have the right to elect, remove and nominate directors, approve the appointment of the auditor and to amend the corporate charter or by-laws. Shareholders should be able to vote on matters that are material to the protection of their investment including but not limited to changes to the purpose of the business, dilution levels and pre-emptive rights, the distribution of income and the capital structure. In order to exercise these rights effectively, we believe shareholders have the right to sufficient and timely information to be able to take an informed view of the proposals, and of the performance of the company and management.
Our focus is on the board of directors, as the agent of shareholders, which should set the company's strategic aims within a framework of prudent and effective controls which enables risk to be assessed and managed. The board should provide direction and leadership to the management and oversee management's performance. Our starting position is to be supportive of boards in their oversight efforts on our behalf and we would generally expect to support the items of business they put to a vote at shareholder meetings. Votes cast against or withheld from resolutions proposed by the board are a signal that we are concerned that the directors or management have either not acted in the interests of shareholders or have not responded adequately to shareholder concerns regarding strategy or performance.
These principles set out our approach to engaging with companies, provide guidance on our position on corporate governance and outline how our views might be reflected in our voting decisions. Corporate governance practices vary internationally and our expectations in relation to individual companies are based on the legal and regulatory framework of each market. However, as noted above, we do believe that there are some overarching principles of corporate governance that apply globally. We assess voting matters on a case-by-case basis and in light of each company's unique circumstances. We are interested to understand from the company's reporting its approach to corporate governance, particularly where it is different from the usual market practice, and how it benefits shareholders.
BlackRock also believes that shareholders have responsibilities in relation to monitoring and providing feedback to companies, sometimes known as stewardship. These ownership responsibilities include, in our view, engaging with management or board members on corporate governance matters, voting proxies in the best long-term economic interests of shareholders and engaging with regulatory bodies to ensure a sound policy framework consistent with promoting long-term shareholder value creation. Institutional shareholders also have responsibilities to their clients to have appropriate resources and oversight structures. Our own approach to oversight in relation to our corporate governance activities is set out in the section below titled "BlackRock's oversight of its corporate governance activities".
Corporate governance, engagement and voting
We recognize that accepted standards of corporate governance differ between markets but we believe that there are sufficient common threads globally to identify an overarching set of principles. The primary objective of our corporate governance activities is the protection and enhancement of the value of our clients' investments in public corporations. Thus, these principles focus on practices and structures that we consider to be supportive of long-term value creation. We discuss below the principles under six key themes. In our regional and market-specific voting guidelines we explain how
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these principles inform our voting decisions in relation to specific resolutions that may appear on the agenda of a shareholder meeting in the relevant market.
The six key themes are:
Boards and directors
Auditors and audit-related issues
Capital structure, mergers, asset sales and other special transactions
Remuneration and benefits
Social, ethical and environmental issues
General corporate governance matters
At a minimum we would expect companies to observe the accepted corporate governance standard in their domestic market or to explain why doing so is not in the interests of shareholders. Where company reporting and disclosure is inadequate or the approach taken is inconsistent with our view of what is in the best interests of shareholders, we will engage with the company and/or use our vote to encourage a change in practice. In making voting decisions, we take into account research from proxy advisors, other internal and external research, information published by the company or provided through engagement and the views of our equity portfolio managers.
BlackRock views engagement as an important activity; engagement provides BlackRock with the opportunity to improve our understanding of investee companies and their governance structures, so that our voting decisions may be better informed. Engagement also allows us to share our philosophy and approach to investment and corporate governance with companies to enhance their understanding of our objectives. There are a range of approaches we may take in engaging companies depending on the nature of the issue under consideration, the company and the market.
Boards and directors
The performance of the board is critical to the economic success of the company and to the protection of shareholders' interests. Board members serve as agents of shareholders in overseeing the strategic direction and operation of the company. For this reason, BlackRock focuses on directors in many of its engagements and sees the election of directors as one of its most important responsibilities in the proxy voting context.
We expect the board of directors to promote and protect shareholder interests by: establishing an appropriate corporate governance structure; supporting and overseeing management in setting strategy; ensuring the integrity of financial statements; making decisions regarding mergers, acquisitions and disposals; establishing appropriate executive compensation structures; and addressing business issues including social, ethical and environmental issues when they have the potential to materially impact company reputation and performance.
There should be clear definitions of the role of the board, the sub-committees of the board and the senior management such that the responsibilities of each are well understood and accepted. Companies should report publicly the approach taken to governance (including in relation to board structure) and why this approach is in the interest of shareholders. We will engage with the appropriate directors where we have concerns about the performance of the board or the company, the broad strategy of the company or the performance of individual board members. Concerns about directors may include their role on the board of a different company where that board has performed poorly and failed to protect shareholder interests.
BlackRock believes that directors should stand for re-election on a regular basis. We assess directors nominated for election or re-election in the context of the composition of the board as a whole. There should be detailed disclosure of the relevant credentials of the individual directors in order that shareholders can assess the caliber of an individual nominee. We expect there to be a sufficient number of independent directors on the board to ensure the protection of the interests of all shareholders. Common impediments to independence may include but are not limited to: current employment at the company or a subsidiary; former employment within the past several years as an executive of the company; providing substantial professional services to the company and/or members of the company's management; having had a substantial business relationship in the past three years; having, or representing a shareholder with, a substantial shareholding in the company; being an immediate family member of any of the aforementioned; and interlocking directorships.
BlackRock believes that the operation of the board is enhanced when there is a clearly independent, senior non-executive director to lead it. Where the chairman is also the CEO or is otherwise not independent the company should have an independent lead director. The role of this director is to enhance the effectiveness of the independent members of the
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board through shaping the agenda, ensuring adequate information is provided to the board and encouraging independent participation in board deliberations. The lead independent board director should be available to shareholders if they have concerns that they wish to discuss.
To ensure that the board remains effective, regular reviews of board performance should be carried out and assessments made of gaps in skills or experience amongst the members. BlackRock believes it is beneficial for new directors to be brought onto the board periodically to refresh the group's thinking and to ensure both continuity and adequate succession planning. In identifying potential candidates, boards should take into consideration the diversity of experience and expertise of the current directors and how that might be augmented by incoming directors. We believe that directors are in the best position to assess the optimal size for the board, but we would be concerned if a board seemed too small to have an appropriate balance of directors or too large to be effective.
There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock believes that shareholders' interests are best served when the independent members of the board form a sub-committee to deal with such matters. In many markets, these sub-committees of the board specialize in audit, director nominations and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one with a related party.
Auditors and audit-related issues
BlackRock recognizes the critical importance of financial statements which should provide a complete and accurate picture of a company's financial condition. We will hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. We take particular note of cases involving significant financial restatements or ad hoc notifications of material financial weakness.
The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that end, we believe it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should also have in place a procedure for assuring annually the independence of the auditor.
Capital structure, mergers, asset sales and other special transactions
The capital structure of a company is critical to its owners, the shareholders, as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emption rights are a key protection for shareholders against the dilution of their interests.
In assessing mergers, asset sales or other special transactions, BlackRock's primary consideration is the long-term economic interests of shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term shareholder value. We would prefer that proposed transactions have the unanimous support of the board and have been negotiated at arm's length. We may seek reassurance from the board that executive and/or board members' financial interests in a given transaction have not affected their ability to place shareholders' interests before their own. Where the transaction involves related parties, we would expect the recommendation to support it to come from the independent directors and would prefer only non-conflicted shareholders to vote on the proposal.
BlackRock believes that shareholders have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders' ability to sell their shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders are broadly capable of making decisions in their own best interests. We would expect any so-called 'shareholder rights plans' being proposed by a board to be subject to shareholder approval on introduction and periodically thereafter for continuation.
Remuneration and benefits
BlackRock expects a company's board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned with shareholder interests, particularly long-term shareholder returns. We would expect the compensation committee to take into account the specific circumstances of the company and the key individuals the board is trying to incentivize. We encourage companies to ensure that their compensation packages incorporate appropriate and challenging performance conditions consistent with corporate strategy and market practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee or equivalent accountable for poor compensation practices or structures.
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BlackRock believes that there should be a clear link between variable pay and company performance as reflected in returns to shareholders. We are not supportive of one-off or special bonuses unrelated to company or individual performance. We support incentive plans that pay out rewards earned over multiple and extended time periods. We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to repay rewards where they were not justified by actual performance. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions should be reasonable in light of market practice.
Outside directors should be compensated in a manner that does not risk compromising their independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.
Social, ethical, and environmental issues
Our fiduciary duty to clients is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is within this context that we undertake our corporate governance activities. We believe that well-managed companies will deal effectively with the social, ethical and environmental ("SEE") aspects of their businesses.
BlackRock expects companies to identify and report on the material, business-specific SEE risks and opportunities and to explain how these are managed. This explanation should make clear how the approach taken by the company best serves the interests of shareholders and protects and enhances the long-term economic value of the company. The key performance indicators in relation to SEE matters should also be disclosed and performance against them discussed, along with any peer group benchmarking and verification processes in place. This helps shareholders assess how well management is dealing with the SEE aspects of the business. Any global standards adopted should also be disclosed and discussed in this context.
We may vote against the election of directors where we have concerns that a company might not be dealing with SEE issues appropriately. Sometimes we may reflect such concerns by supporting a shareholder proposal on the issue, where there seems to be either a significant potential threat or realized harm to shareholders' interests caused by poor management of SEE matters. In deciding our course of action, we will assess whether the company has already taken sufficient steps to address the concern and whether there is a clear and material economic disadvantage to the company if the issue is not addressed.
More commonly, given that these are often not voting issues, we will engage directly with the board or management. The trigger for engagement on a particular SEE concern is our assessment that there is potential for material economic ramifications for shareholders.
We do not see it as our role to make social, ethical or political judgments on behalf of clients. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations where such laws or regulations are contradictory or ambiguous.
General corporate governance matters
BlackRock believes that shareholders have a right to timely and detailed information on the financial performance and viability of the companies in which they invest. In addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence these. The reporting and disclosure provided by companies helps shareholders assess whether the economic interests of shareholders have been protected and the quality of the board's oversight of management. BlackRock believes shareholders should have the right to vote on key corporate governance matters, including on changes to governance mechanisms, to submit proposals to the shareholders' meeting and to call special meetings of shareholders. BlackRock's oversight of its corporate governance activities
Oversight
BlackRock holds itself to a very high standard in its corporate governance activities, including in relation to executing proxy votes. This function is executed by a team of dedicated BlackRock employees without sales responsibilities (the "Corporate Governance Group"), and which is considered an investment function. BlackRock maintains three regional oversight committees ("Corporate Governance Committees") for the Americas, Europe, the Middle East and Africa (EMEA) and Asia-Pacific, consisting of senior BlackRock investment professionals. All of the regional Corporate Governance Committees report to a Global Corporate Governance Oversight Committee, which is a risk-focused committee composed of senior representatives of the active and index equity investment businesses, the Deputy General Counsel, the Global Executive Committee member to whom the Corporate Governance Group reports and the head of the Corporate Governance Group. The Corporate Governance Committees review and approve amendments to their respective proxy voting guidelines ("Guidelines") and grant authority to the Global Head of Corporate Governance
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("Global Head"), a dedicated BlackRock employee without sales responsibilities, to vote in accordance with the Guidelines. The Global Head leads the Corporate Governance Group to carry out engagement, voting and vote operations in a manner consistent with the relevant Corporate Governance Committee's mandate. The Corporate Governance Group engages companies in conjunction with the portfolio managers in discussions of significant governance issues, conducts research on corporate governance issues and participates in industry discussions to keep abreast of the field of corporate governance. The Corporate Governance Group, or vendors overseen by the Corporate Governance Group, also monitor upcoming proxy votes, execute proxy votes and maintain records of votes cast. The Corporate Governance Group may refer complicated or particularly controversial matters or discussions to the appropriate investors and/or regional Corporate Governance Committees for their review, discussion and guidance prior to making a voting decision. BlackRock's Equity Policy Oversight Committee (EPOC) is informed of certain aspects of the work of the Global Corporate Governance Oversight Committee and the Corporate Governance Group.
Vote execution
BlackRock carefully considers proxies submitted to funds and other fiduciary accounts ("Funds") for which it has voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which it has voting authority based on BlackRock's evaluation of the best long-term economic interests of shareholders, in the exercise of its independent business judgment, and without regard to the relationship of the issuer of the proxy (or any dissident shareholder) to the Fund, the Fund's affiliates (if any), BlackRock or BlackRock's affiliates.
When exercising voting rights, BlackRock will normally vote on specific proxy issues in accordance with its Guidelines for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by BlackRock's Corporate Governance Committees. The Corporate Governance Committees may, in the exercise of their business judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is requested or that an exception to the Guidelines would be in the best long-term economic interests of BlackRock's clients.
In the uncommon circumstance of there being a vote with respect to fixed income securities or the securities of privately held issuers the decision generally will be made by a Fund's portfolio managers and/or the Corporate Governance Group based on their assessment of the particular transactions or other matters at issue.
In certain markets, proxy voting involves logistical issues which can affect BlackRock's ability to vote such proxies, as well as the desirability of voting such proxies. These issues include but are not limited to:  (i) untimely notice of shareholder meetings; (ii) restrictions on a foreigner's ability to exercise votes; (iii) requirements to vote proxies in person; (iv) "share-blocking" (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); (v) potential difficulties in translating the proxy; and (vi) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as shareblocking or overly burdensome administrative requirements.
As a consequence, BlackRock votes proxies in these markets only on a "best-efforts" basis. In addition, the Corporate Governance Committees may determine that it is generally in the best interests of BlackRock clients not to vote proxies of companies in certain countries if the committee determines that the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote are expected to outweigh the benefit the client would derive by voting on the issuer's proposal.
While it is expected that BlackRock, as a fiduciary, will generally seek to vote proxies over which BlackRock exercises voting authority in a uniform manner for all BlackRock clients, the relevant Corporate Governance Committee, in conjunction with the portfolio manager of an account, may determine that the specific circumstances of such an account require that such account's proxies be voted differently due to such account's investment objective or other factors that differentiate it from other accounts. In addition, BlackRock believes portfolio managers may from time to time legitimately reach differing but equally valid views, as fiduciaries for their funds and the client assets in those Funds, on how best to maximize economic value in respect of a particular investment. Accordingly, portfolio managers retain full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot item.
Conflicts management
BlackRock maintains policies and procedures that are designed to prevent undue influence on BlackRock's proxy voting activity that might stem from any relationship between the issuer of a proxy (or any dissident shareholder) and
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BlackRock, BlackRock's affiliates, a Fund or a Fund's affiliates. Some of the steps BlackRock has taken to prevent conflicts include, but are not limited to:
BlackRock has adopted a proxy voting oversight structure whereby the Corporate Governance Committees oversee the voting decisions and other activities of the Corporate Governance Group, and particularly its activities with respect to voting in the relevant region of each Corporate Governance Committee's jurisdiction.
The Corporate Governance Committees have adopted Guidelines for each region, which set forth the firm's views with respect to certain corporate governance and other issues that typically arise in the proxy voting context. The Corporate Governance Committees receive periodic reports regarding the specific votes cast by the Corporate Governance Group and regular updates on material process issues, procedural changes and other matters of concern to the Corporate Governance Committees.
BlackRock's Global Corporate Governance Oversight Committee oversees the Global Head, the Corporate Governance Group and the Corporate Governance Committees. The Global Corporate Governance Oversight Committee conducts a review, at least annually, of the proxy voting process to ensure compliance with BlackRock's risk policies and procedures.
BlackRock maintains a reporting structure that separates the Global Head and Corporate Governance Group from employees with sales responsibilities. In addition, BlackRock maintains procedures intended to ensure that all engagements with corporate issuers or dissident shareholders are managed consistently and without regard to BlackRock's relationship with the issuer of the proxy or dissident shareholder. Within the normal course of business, the Global Head or Corporate Governance Group may engage directly with BlackRock clients, and with employees with sales responsibilities, in discussions regarding general corporate governance policy matters, and to otherwise ensure that proxy-related client service levels are met. The Global Head or Corporate Governance Group does not discuss any specific voting matter with a client prior to the disclosure of the vote decision to all applicable clients after the shareholder meeting has taken place, except if the client is acting in the capacity as issuer of the proxy or dissident shareholder and is engaging through the established procedures independent of the client relationship.
In certain instances, BlackRock may determine to engage an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest or as otherwise required by applicable law. The independent fiduciary may either vote such proxies or provide BlackRock with instructions as to how to vote such proxies. In the latter case, BlackRock votes the proxy in accordance with the independent fiduciary's determination. Use of an independent fiduciary has been adopted for voting the proxies related to any company that is affiliated with BlackRock or any company that includes BlackRock employees on its board of directors.
With regard to the relationship between securities lending and proxy voting, BlackRock's approach is driven by our clients' economic interests. The evaluation of the economic desirability of recalling loans involves balancing the revenue producing value of loans against the likely economic value of casting votes. Based on our evaluation of this relationship, we believe that generally the likely economic value of casting most votes is less than the securities lending income, either because the votes will not have significant economic consequences or because the outcome of the vote would not be affected by BlackRock recalling loaned securities in order to ensure they are voted. Periodically, BlackRock analyzes the process and benefits of voting proxies for securities on loan, and will consider whether any modification of its proxy voting policies or procedures is necessary in light of future conditions. In addition, BlackRock may in its discretion determine that the value of voting outweighs the cost of recalling shares, and thus recall shares to vote in that instance.
Voting guidelines
The issue-specific voting Guidelines published for each region/country in which we vote are intended to summarize BlackRock's general philosophy and approach to issues that may commonly arise in the proxy voting context in each market where we invest. These Guidelines are not intended to be exhaustive. BlackRock applies the Guidelines on a case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As such, these Guidelines do not provide a guide to how BlackRock will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots.
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Reporting
We report our proxy voting activity directly to clients and publically as required. In addition, we publish for clients a more detailed discussion of our corporate governance activities, including engagement with companies and with other relevant parties.
June 2014


DIMENSIONAL

Proxy Voting Policies and Procedures
Introduction
Dimensional Fund Advisors LP ("Dimensional") is an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940 (the "Advisers Act").  Dimensional is the parent or indirect parent company of Dimensional Fund Advisors Ltd. ("DFAL"), Dimensional LLP ("DFA LLP"), DFA Australia Limited ("DFAA"), Dimensional Fund Advisors Pte. Ltd. ("DFAP") and Dimensional Japan Ltd. ("DFAJ") (Dimensional, DFAL, DFA LLP, DFAA, DFAP and DFAJ are collectively referred to as the "Advisors").  DFAL and DFAA are also registered as investment advisers under the Advisers Act.
The Advisors provide investment advisory or subadvisory services to various types of clients, including registered funds, unregistered commingled funds, defined benefit plans, defined contribution plans, private and public pension funds, foundations, endowment funds and other types of investors.  These clients frequently give the Advisors the authority and discretion to vote proxies relating to the underlying securities beneficially held by such clients.  Also, a client may, at times, ask an Advisor to share its proxy voting policies, procedures, and guidelines without the client delegating full voting discretion to the Advisor.  Depending on the client, an Advisor's duties may include making decisions regarding whether and how to vote proxies as part of an investment manager's fiduciary duty under the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The following Proxy Voting Policies and Procedures (the "Policy") address the Advisors' objectives for voting proxies received by the Advisors on behalf of client accounts or funds to the extent that relationships with such clients are subject to the Advisers Act or ERISA or the clients are registered investment companies under the Investment Company Act of 1940 (the "40 Act"), including The DFA Investment Trust Company, DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund (together, the "Dimensional Investment Companies").  The Advisors believe that this Policy is reasonably designed to meet their goal of seeking to vote (or refrain from voting) proxies in a manner consistent with applicable legal standards and in the best interests of clients, as understood by the Advisors at the time of the vote.
Exhibit A to this Policy includes a summary of the Advisors' current Proxy Voting Guidelines and will change from time to time (the "Guidelines")(Not Included, please contact Dimensional).  The Guidelines are largely based on those developed by Institutional Shareholder Services, Inc. ("ISS"), an independent third party, except with respect to certain matters which are generally described in Exhibit A.  The Investment Committee of Dimensional has determined that, in general, voting proxies pursuant to the Guidelines should be in the best interests of clients.  Therefore, an Advisor will usually instruct voting of proxies in accordance with the Guidelines.  The Guidelines provide a framework for analysis and decision making, but do not address all potential issues.  In order to be able to address all the relevant facts and circumstances related to a proxy vote, the Advisors reserve the right to instruct votes counter to the Guidelines if, after a review of the matter, an Advisor believes that a client's best interests would be served by such a vote.  In such circumstance, the analysis will be documented in writing and periodically presented to the Committee (as hereinafter defined).  To the extent that the Guidelines do not cover potential voting issues, an Advisor may consider the spirit of the Guidelines and instruct the vote on such issues in a manner that the Advisor believes would be in the best interests of the client.
The Advisors may, but will not ordinarily, take social concerns into account in voting proxies with respect to securities held by clients, including those held by socially screened portfolios or accounts.  The Advisors will ordinarily take environmental concerns into account in voting proxies with respect to securities held by certain sustainability screened portfolios or accounts, to the extent permitted by applicable law and guidance.
The Advisors have retained ISS to provide information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals and voting recommendations in accordance
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with the Guidelines, effect votes on behalf of the clients for whom the Advisors have proxy voting responsibility and provide reports concerning the proxies voted ("Proxy Voting Services").  In addition, the Advisors may obtain Proxy Voting Services from supplemental third-party proxy service providers to provide, among other things, research on proxy proposals and voting recommendations for certain shareholder meetings, as identified in the Guidelines.  Although the Advisors retain third-party service providers for proxy issues, the Advisors remain responsible for proxy voting decisions.  ISS and other third-party proxy service providers are herein referred to as "Proxy Advisory Firms."  In this regard, the Advisors use commercially reasonable efforts to oversee any directed delegation to Proxy Advisory Firms, upon which the Advisors rely to carry out the Proxy Voting Services.  In the event that the Guidelines are not implemented precisely as the Advisors intend because of the actions or omissions of any Proxy Advisory Firms, custodians or sub-custodians or other agents, or any such persons experience any irregularities (e.g., misvotes or missed votes), then such instances will not necessarily be deemed by the Advisors as a breach of this Policy.
Prior to the selection of any new Proxy Advisory Firms and annually thereafter or more frequently if deemed necessary by Dimensional, the Corporate Governance Committee (as defined below) will consider whether the Proxy Advisory Firm: (i) has the capacity and competency to adequately analyze proxy issues and (ii) can make its recommendations in an impartial manner and in consideration of the best interests of the Advisors' clients.  Such considerations may include some or all of the following: (i) periodic sampling of votes cast by the Proxy Advisory Firm to review that the Guidelines adopted by the Advisors are being followed, (ii) onsite visits to the Proxy Advisory Firm office and/or discussions with the Proxy Advisory Firm to determine whether the Proxy Advisory Firm continues to have the capacity and competency to carry out its proxy obligations to the Advisors, (iii) a review of the Proxy Advisory Firm's policies and procedures, with a particular focus on those relating to identifying and addressing conflicts of interest and monitoring that current and accurate information is used in creating recommendations, (iv) requesting the Proxy Advisory Firm to notify the Advisors if there is a change in the Proxy Advisory Firm's material policies and procedures, particularly with respect to conflicts, or material business practices (e.g., entering or exiting new lines of business), and reviewing any such change, and (v) in case of an error made by the Proxy Advisory Firm, discussing the error with the Proxy Advisory Firm and determining whether appropriate corrective and preventive action is being taken.
Procedures for Voting Proxies
The Investment Committee at Dimensional is generally responsible for overseeing each Advisor's proxy voting process.  The Investment Committee has formed a Corporate Governance Committee (the "Corporate Governance Committee" or the "Committee") composed of certain officers, directors and other personnel of the Advisors and has delegated to its members authority to (i) oversee the voting of proxies and the Proxy Advisory Firms, (ii) make determinations as to how to instruct the vote on certain specific proxies, (iii) verify ongoing compliance with this Policy and (iv) review this Policy from time to time and recommend changes to the Investment Committee.  The Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to this Policy and may designate personnel of each Advisor to instruct the vote on proxies on behalf of an Advisor's clients, such as authorized traders of the Advisors (collectively, "Authorized Persons").  The Committee may recommend changes to this Policy to seek to act in a manner consistent with the best interests of the clients.
Generally, the Advisors analyze relevant proxy materials on behalf of their clients and seek to instruct the vote (or refrain from voting) proxies in accordance with this Policy and the Guidelines.  Therefore, an Advisor typically will not instruct votes differently for different clients unless a client has expressly directed the Advisor to vote differently for such client's account.  In the case of separate accounts, where an Advisor has contractually agreed to follow a client's individualized proxy voting guidelines, the Advisor will seek to instruct such vote on the client's proxies pursuant to the client's guidelines.
Each Advisor seeks to vote (or refrain from voting) proxies for its clients in a manner that the Advisor determines is in the best interests of its clients and which seeks to maximize the value of the client's investments.  When voting (or electing to refrain from voting) proxies for clients subject to ERISA, each Advisor shall seek to consider those factors that may affect the value of the ERISA client's investment and not subordinate the interests of the client's participants and beneficiaries on their retirement income to unrelated objectives.  In some cases, the Advisor may determine that it is in the best interests of clients to refrain from exercising the clients' proxy voting rights.  The Advisor may determine that voting is not in the best interests of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting to the client.  For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes.  It is the Advisors' belief that the expected value of casting a vote generally will be less than the securities lending income, either because the votes will not have significant economic consequences or because the outcome of the vote would not be affected by an
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Advisor recalling loaned securities for voting.  Each Advisor does intend to recall securities on loan if, based upon information in the Advisor's possession, it determines that voting the securities is likely to materially affect the value of a client's investment and that it is in the client's best interests to do so.
In cases where an Advisor does not receive a solicitation or enough information within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor or its service provider may be unable to vote.
Generally, the Advisors do not intend to invest to seek to change or influence control of a company and do not intend to engage in shareholder activism with respect to a pending vote.  If an issuer's management, shareholders or proxy solicitors contact an Advisor with respect to a pending vote, a member of the Committee (or its delegee) may listen to such party and discuss this Policy with such party.
International Proxy Voting
While the Advisors utilize the Policy and Guidelines for both their international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies.  For U.S. companies, it is usually relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically.  In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company's shareholders.
With respect to non-U.S. companies, however, it is typically both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances and expected costs may outweigh any anticipated economic benefit of voting.  The major difficulties and costs may include:  (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs.  The Advisors do not intend to vote proxies of non-U.S. companies if they determine that the expected costs of voting outweigh any anticipated economic benefit to the client of voting.(1) The Advisors intend to make their determination on whether to vote proxies of non-U.S. companies on a client by client basis, and generally seek to implement uniform voting procedures for all proxies of companies in each country.  The Advisors periodically review voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect the Advisors' determinations and procedures.(2) In the event an Advisor is made aware of and believes that an issue to be voted is likely to materially affect the economic value of a portfolio, that its client's vote is reasonably likely to influence the ultimate outcome of the contest, and that the expected benefits to the client of voting the proxies exceed the expected costs, the Advisor will seek to make reasonable efforts to vote such proxies.
(1) As the SEC has stated, "There may even be times when refraining from voting a proxy is in the client's best interest, such as when the adviser determines that the cost of voting the proxy exceeds the expected benefit to the client…For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person."  See Proxy Voting by Investment Advisers, Release No. IA-2106 (Jan. 31, 2003). Additionally, the Department of Labor has stated it "interprets ERISA§ 404(a)(1) to require the responsible plan fiduciary to weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent and solely in the interest of the plan's participants and beneficiaries."  See Preamble to Department of Labor Interpretative Bulletin 94-2, 59 FR 38860 (July 29, 1994) 19,971, CCH, 22,485-23 to 22,485-24 (1994).
(2) If a client does not share with its Advisor information regarding the cost of voting proxies for certain non-US companies or in certain countries, the Advisor will presume, in making its determinations, that the costs incurred by the client for voting those proxies are similar to those incurred by voting for a Dimensional Investment Company.
Conflicts of Interest
Occasions may arise where an Authorized Person, the Committee, an Advisor, or an affiliated person of an Advisor may have a conflict of interest in connection with the proxy voting process.  A conflict of interest may exist, for example, if an Advisor is actively soliciting investment advisory business from the company soliciting the proxy.  However, proxies that the Advisors receive on behalf of their clients generally will be voted in accordance with the predetermined Guidelines.  Therefore, proxies voted typically should not be affected by any conflicts of interest.
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In the limited instances where (i) an Authorized Person is considering voting a proxy contrary to the Guidelines (or in cases for which the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), and (ii) the Authorized Person believes a potential conflict of interest exists, the Authorized Person will disclose the potential conflict to a member of the Committee.  Such disclosure will describe the proposal to be voted upon and disclose any potential conflict of interest including but not limited to any potential personal conflict of interest (e.g., familial relationship with company management) the Authorized Person may have relating to the proxy vote, in which case the Authorized Person will remove himself or herself from the proxy voting process.
If the Committee member has actual knowledge of a conflict of interest and recommends a vote contrary to the Guidelines (or in the case where the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), the Committee member will bring the vote to the Committee, which will (a) determine how the vote should be cast, keeping in mind the principle of preserving shareholder value or (b) determine to abstain from voting, unless abstaining would be materially adverse to the Client's interest.  To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a Dimensional Investment Company in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the respective Board of Directors/Trustees of the Dimensional Investment Company.
Availability of Proxy Voting Information and Recordkeeping
Each Advisor will inform those clients for which it has voting authority how to obtain information from the Advisor about how it voted with respect to client securities.  The Advisor will provide those clients with a summary of its proxy voting guidelines, process and policies and will inform the clients how they can obtain a copy of the complete Policy upon request.  If an Advisor is registered under the Advisers Act, the Advisor will also include such information described in the preceding two sentences in Part 2A of its Form ADV.
Recordkeeping
The Advisors will also keep records of the following items: (i) their proxy voting guidelines, policies and procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes they cast on behalf of clients, which may be maintained by a Proxy Advisory Firm if it undertakes to provide copies of those records promptly upon request; (iv) records of written client requests for proxy voting information and an Advisor's responses (whether a client's request was oral or in writing); (v) any documents prepared by an Advisor that were material to making a decision how to vote, or that memorialized the basis for the decision; (vi) a record of any testing conducted on any Proxy Advisory Firm's votes; and (vii) a copy of each version of the Proxy Advisory Firm's policies and procedures provided to the Advisors.  The Advisors will maintain these records in an easily accessible place for at least six years from the end of the fiscal year during which the last entry was made on such records.  For the first two years, each Advisor will store such records at one of its principal offices.
Disclosure
Dimensional shall disclose in the statements of additional information of the Dimensional Investment Companies a summary of procedures which Dimensional uses to determine how to vote proxies relating to portfolio securities of the Dimensional Investment Companies.  The disclosure will include a description of the procedures used when a vote presents a conflict of interest between shareholders and Dimensional, DFA Securities LLC ("DFAS") or an affiliate of Dimensional or DFAS.
The semi-annual reports of the Dimensional Investment Companies shall indicate that the procedures are available: (i) by calling Dimensional collect; or (ii) on the SEC's website.  If a request for the procedures is received, the requested description must be sent within three business days by a prompt method of delivery.
Dimensional, on behalf of each Dimensional Investment Company it advises, shall file its proxy voting record with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of the current year.  Such filings shall contain all information required to be disclosed on Form N-PX.
Effective 02/2017
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FIAM LLC

Proxy Voting Policies and Procedures
January 2017
I.
General Principles
A.
Voting of shares will be conducted in a manner consistent with the best interests of clients. In other words, securities of a portfolio company will generally be voted in a manner consistent with the Guidelines and without regard to any other FIAM or Fidelity companies' relationship, business or otherwise.  In evaluating proposals, FIAM considers information from a number of sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms, and uses all this information as an input within the larger mix of information to which the Guidelines are applied.
B.
FMR Investment Proxy Research votes proxies on behalf of FIAM's clients. Execution of FIAM Proxy Votes is delegated to FMR Investment Proxy Research. Like other Fidelity employees, Investment Proxy Research employees have a fiduciary duty to never place their own personal interest ahead of the interests of FIAM's clients. Fidelity employees, including Investment Proxy Research employees, are instructed to avoid situations that could present even the appearance of a conflict. In the event of a conflict of interest, Fidelity employees will follow the escalation process included in Fidelity's corporate policy on conflicts of interest.
C.
For proposals not covered by the Guidelines or that involve other special circumstances, FIAM evaluates them on a case-by-case basis with input from the appropriate analyst or portfolio manager with review by an attorney within FMR's General Counsel's office, senior management of Fidelity Asset Management, and a member of senior management within FMR Investment Proxy Research.
D.
FIAM will vote on proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the portfolio company or to maximize long-term shareholder value. Where information is not readily available to analyze the long-term economic impact of the proposal, FIAM will generally abstain.
E.
Many FIAM accounts invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FIAM will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
F.
In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a client, FIAM will generally not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, FIAM will generally not vote proxies in order to safeguard fund holdings information.
G.
Where a management-sponsored proposal is inconsistent with the Guidelines, FIAM may receive a company's commitment to modify the proposal or its practice to conform to the Guidelines, and FIAM will generally support management based on this commitment. If a company subsequently does not abide by its commitment, FIAM will generally withhold authority for the election of directors at the next election.
II.
Definitions (as used in this document)
A.
Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.
B.
Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
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C.
Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a proxy contest or other means.
D.
Sunset Provision - a condition in a charter or plan that specifies an expiration date.
E.
Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer. Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.
F.
Large-Capitalization Company - a company included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap Index.
G.
Small-Capitalization Company - a company not included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap Index that is not a Micro-Capitalization Company.
H.
Micro-Capitalization Company - a company with market capitalization under US $300 million.
I.
Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity award plan on a regular basis.
III.
Directors
A.
Election of Directors
FIAM will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly appear to have failed to exercise reasonable judgment. FIAM will also generally withhold authority for the election of all directors or directors on responsible committees if:
1.
An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set forth below.
With respect to Poison Pills, however, FIAM will consider not withholding authority on the election of directors if all of the features outlined under the Anti-Takeover Provisions below are met when a Poison Pill is introduced, extended, or adopted.
FIAM will also consider not withholding authority on the election of directors when:
a.
FIAM determines that the Poison Pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value; or
b.
One or more of the features outlined under the Anti-Takeover Provisions below are not met if a board is willing to strongly consider seeking shareholder ratification of, or adding those features to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual shareholder meeting, FIAM will withhold authority on the election of directors.
2.
Within the last year and without shareholder approval, a company's board of directors or compensation committee has repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.
3.
Within the last year and without shareholder approval, a company's board of directors or compensation committee has adopted or extended a Golden Parachute.
4.
The company has not adequately addressed concerns communicated by FIAM in the process of discussing executive compensation.
5.
To gain FIAM' support on a proposal, the company made a commitment to modify a proposal or practice to conform to the Guidelines and the company has failed to act on that commitment.
6.
The director attended fewer than 75% of the aggregate number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
7.
The board is not composed of a majority of independent directors.
B.
Contested Director Elections
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FIAM believes that strong management creates long-term shareholder value and we generally support management of companies in which the funds' assets are invested.  FIAM will vote on a case-by-case basis in contested director elections, taking into account factors such as management's track record and strategic plan for enhancing shareholder value; the long-term performance of the target company compared to its industry peers; the qualifications of the shareholder's and management's nominees; and other factors.  Ultimately, FIAM will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long term.
C.
Indemnification
FIAM will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or limiting their liability for breaches of care unless FIAM is otherwise dissatisfied with the performance of management or the proposal is accompanied by Anti-Takeover Provisions.
D.
Independent Chairperson
FIAM will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or independent chairperson. However, FIAM will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and to promote effective oversight of management by the board of directors.
E.
Majority Voting in Director Elections
FIAM will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where there are more nominees than board seats). FIAM may consider voting against such shareholder proposals where a company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of a majority of the votes cast in an uncontested election.
F.
Proxy Access
FIAM will evaluate management and shareholder proposals to adopt proxy access on a case-by-case basis, but generally will vote in favor of proposals that include ownership thresholds of at least 3% (5% in the case of Small-Capitalization Companies); holding periods of at least three years; establish the number of directors that eligible shareholders may nominate as 20% of the board; and limit to 20 the number of shareholders that may form a nominating group..
IV.
Compensation
A.
Executive Compensation
1.
Advisory votes on executive compensation (Say on Pay)
a. FIAM will generally vote for proposals to ratify executive compensation unless such compensation appears misaligned with shareholder interests or otherwise problematic, taking into account:
(i) The actions taken by the board or compensation committee in the previous year, including whether the company repriced or exchanged outstanding stock options without shareholder approval; adopted or extended a Golden Parachute without shareholder approval; or adequately addressed concerns communicated by FIAM in the process of discussing executive compensation;
(ii) The alignment of executive compensation and company performance relative to peers; and
(iii) The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
b. FIAM will generally vote against proposals to ratify Golden Parachutes.
2.
Advisory vote on frequency of Say on Pay votes
When presented with a frequency of Say on Pay vote, FIAM will generally support holding an annual advisory vote on Say on Pay.
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B.
Equity Compensation Plans
FIAM will generally vote against equity compensation plans or amendments to authorize additional shares under such plans if:
1.
(a) The company's average three year burn rate is greater than 1.5 % for a Large-Capitalization Company, 2.5% for a Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FIAM to conclude that the burn rate is acceptable.
2.
In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has repriced options outstanding under the plan in the past two years without shareholder approval.
3. The plan includes an Evergreen Provision.
4. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
C.
Equity Exchanges and Repricing
FIAM will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such factors as:
1.
Whether the proposal excludes senior management and directors;
2.
Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3.
The company's relative performance compared to other companies within the relevant industry or industries;
4.
Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5.
Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with the interests of shareholders.
D.
Employee Stock Purchase Plans
FIAM will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-U.S. company stock purchase plans, FIAM may permit a lower minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.
E.
Bonus Plans and Tax Deductibility Proposals
FIAM will generally vote in favor of cash and stock incentive plans that seek shareholder approval to qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code.
V.
Anti-Takeover Provisions
FIAM will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:
A.
In the case of a Poison Pill, it either:
1.
Includes the following features:
a.
A Sunset Provision of no greater than five years;
b.
Links to a business strategy that is expected to result in greater value for the shareholders;
c.
Requires shareholder approval to be reinstated upon expiration or if amended;
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d.
Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the Poison Pill; and
e.
Allows Fidelity to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities; or
2.
Is crafted only for the purpose of protecting a specific tax benefit and after evaluating the proposal based on its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
FIAM will generally vote in favor of a proposal to eliminate an Anti-Takeover Provision unless:
B. In the case of shareholder proposals regarding shareholders' right to call special meetings, FIAM generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.
C. In the case of proposals regarding shareholders' right to act by written consent, FIAM will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, record date requests from at least 25% of the outstanding shareholders and consents must be solicited from all shareholders.
D. In the case of proposals regarding supermajority provisions, FIAM may vote to support such a provision when FIAM determines that it may protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VI.
Capital Structure / Incorporation
A.
Increases in Common Stock
FIAM will generally vote against a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
However, in the case of real estate investment trusts (REIT), FIAM will generally vote against a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares.
B.
Reverse Stock Splits
FIAM will generally vote in favor of reverse stock splits as long as the post-split authorized shares is no greater than three times the post-split number of outstanding and scheduled to be issued shares, including stock awards, or in the case of real estate investment trusts the number of post-split authorized shares is not greater than five times the post-split number of outstanding and scheduled to be issued shares.
C.
Multi-Class Share Structures
FIAM will generally vote in favor of proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and will generally vote against proposals to introduce or increase classes of stock with differential voting rights. However, FIAM will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
D.
Cumulative Voting Rights
FIAM will generally vote against the introduction and in favor of the elimination of cumulative voting rights.
E.
Acquisition or Business Combination Statutes
FIAM will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that enable the company to opt out of the control shares acquisition or business combination statutes.
F.
Incorporation or Reincorporation in Another State or Country
FIAM will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents.
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FIAM will consider supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
VII.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
A.
If applicable, when a FIAM account invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or non-affiliated fund, FIAM will vote in the same proportion as all other voting shareholders of the underlying fund ("echo voting"). FIAM may choose not to vote if "echo voting" is not operationally practical.
B.
Certain FIAM accounts may invest in shares of underlying Fidelity Funds that do not have public shareholders.  For Fidelity Funds without public shareholders that are managed by FMR or an affiliate. FIAM will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.
VIII.
Other
A.
Voting Process
FIAM will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.
B. Environmental and Social Issues
FIAM generally will vote in a manner consistent with management's recommendation on shareholder proposals concerning environmental or social issues, as it generally believes that management and the board are in the best position to determine how to address these matters. In certain cases, however, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company.
For example, FIAM may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. FIAM also may support proposals on issues such as equal employment, and board and workforce diversity.


GATEWAY INVESTMENT ADVISERS, LLC

PROXY VOTING POLICY
1.1 Overview
This proxy voting policy and related procedures apply to clients who desire Gateway Investment Advisers, LLC (Gateway) to vote proxies on their behalf, including registered investment companies advised (or sub-advised) by Gateway. Questions regarding this policy should be directed to Gateway's CCO.
1.2 Introduction
Gateway recognizes that voting rights are financial assets of its clients and that they must be managed accordingly; with voting decisions being made in the best interests of its clients who wish Gateway to exercise such authority and of shareholders of the registered investment companies for which it acts as adviser or sub-adviser (hereinafter referred collectively as "Clients". Gateway, in turn, has retained Institutional Shareholder Services ("ISS") as its proxy agent to recommend how to vote each proxy as well as administer the voting of proxies on behalf of Gateway.
1.3 Role of Proxy Voting Agent
Gateway has engaged ISS, an independent proxy voting service, to assist in the voting of proxies. ISS is responsible for coordinating with each Client's custodian, to ensure that all proxy ballots relating to a Client's portfolio are processed in a timely manner. ISS, with its vast research capabilities, has developed its U.S. and global proxy voting guidelines, which provide vote recommendations for proxy voting that are designed to serve the best interests of investors. These guidelines outline the rationale for determining how particular issues should be voted. Gateway's CIO will, on an annual bases, determine whether ISS' U.S. and global proxy guidelines continue to be in the best interest of Gateway's Clients. Gateway will instruct ISS to vote in accordance with these guidelines unless the following conditions apply:
1.
Gateway's portfolio management team has decided to override the ISS vote recommendation for a Client(s) based on its own determination that the Client(s) would best be served with a vote contrary to the ISS recommendation based
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on Gateway's analysis of ISS's vote recommendation. Such decision(s) will be documented by Gateway and communicated to ISS. Gateway's CIO will determine, on an annual basis, as to which classification level an ISS vote recommendation should be analyzed by Gateway;
2.
ISS does not give a vote recommendation, in which case Gateway will independently determine how a particular issue should be voted. In these instances, Gateway, through its portfolio management team, will document the reason(s) used in determining a vote and communicate Gateway's voting instruction to ISS. Gateway will generally seek to vote in accordance with ISS's guidelines; or
3.
If voting on any particular security compromises Gateway's ability to later transact in such security (e.g. shareblocking practices) or if, in Gateway's judgment, the expected cost associated with the vote exceeds the expected benefits of the vote (e.g. non-U.S. security restrictions), then Gateway will abstain from voting on a particular security.
1.4 Conflicts of Interest
From time to time, Gateway or an employee or another affiliate of Gateway may have a conflict of interest with respect to a proxy vote. A conflict of interest may exist, for example, if Gateway has a business relationship (or potential business relationship) with either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Only in those instances where an ISS voting recommendation is not being followed, any individual with knowledge of any actual or potential conflict of interest, such as a personal conflict of interest (e.g. familial relationship with company management) or of a business relationship (e.g. Gateway is the investment manager to a soliciting company), shall disclose that conflict to the Legal and Compliance Department. In such cases, the Legal and Compliance Department will determine and record how the proxies in question shall be voted and such determinations shall be recorded with ISS.
1.5 Due Diligence of Proxy Adviser
Gateway will follow formalized procedures to undertake continuing due diligence of ISS, both in the areas of research and the administrative tasks of proxy voting.
1.6 Record Retention Requirements
In accordance with Rule 204-2(c)(2) under the Investment Advisers Act of 1940, as amended, Gateway will maintain the following records for a period of not less than five years:
1.
This Gateway proxy voting policy;
2.
Records of Clients' written requests for this policy and/or their voting record;
3.
Gateway's written response to such written or oral requests; and
4.
A copy of any document created by Gateway that was material to making a decision in those instances where ISS does not make a vote recommendation or where Gateway's portfolio management team votes contrary to ISS's recommendation.
ISS will make and retain, on Gateway's behalf (as evidenced by an undertaking from ISS to provide a copy promptly upon request), the following documents:
1.
A copy of a proxy statement(3);
2.
A record of each vote cast by Gateway on behalf of a Client; and
3.
A copy of any document that was material to making a decision how to vote proxies on behalf of a Client or that memorialized the basis of that decision.
*
Gateway may also rely on obtaining a copy from the EDGAR system
1.7 How to Obtain Voting Information
At any time, a Client may obtain this Proxy Voting Policy along with ISS's Proxy Voting Guidelines Summary and his or her voting record upon the Client's written or oral request to Gateway.
Effective Date: February 15, 2008, revised December 11, 2008, revised February 18, 2015
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METROPOLITAN WEST ASSET MANAGEMENT, LLC

PROXY VOTING POLICY AND PROCEDURES
Summary of Subadviser's Proxy Voting Policy: The Subadviser believes that the right to vote proxies is a significant asset of its clients' holdings. In order to carry out its fiduciary responsibilities in the voting of proxies for its clients, the Subadviser has established a proxy voting committee (the "Proxy Committee") and adopted these proxy voting guidelines and procedures (the "Guidelines").
Where TCW has retained the services of a Sub-adviser to provide day-to-day portfolio management for the portfolio, the Adviser may delegate proxy voting authority to the Sub-Adviser; provided that the Sub-Adviser either (1) follows the Adviser's Proxy Voting Policy and Procedures; or (2) has demonstrated that its proxy voting policies and procedures ("Sub-Adviser's Proxy Voting Policies and Procedures") are consistent with the Adviser's Proxy Voting Policies and Procedures or otherwise implemented in the best interests of the Adviser's clients and appear to comply with governing regulations. TCW also shall be provided the opportunity to review a Sub-Adviser's Proxy Voting Policy and Procedures as deemed necessary or appropriate by TCW. The Adviser will be responsible for overseeing the Sub-Adviser's exercise of its proxy voting responsibilities on behalf of TCW.
The Proxy Committee generally meets quarterly (or at such other frequency as determined by the Proxy Committee), and its duties include establishing proxy voting guidelines and procedures, overseeing the internal proxy voting process, and reviewing proxy voting issues. The members of the Proxy Committee include the Subadviser personnel from the investment, compliance, legal and marketing departments. The Subadviser also uses outside proxy voting services (each an "Outside Service") to help manage the proxy voting process. An Outside Service facilitates the Subadviser's voting according to the Guidelines (or, if applicable, according to guidelines submitted by the Subadviser's clients) and helps maintain the Subadviser's proxy voting records. All proxy voting and record keeping by the Subadviser is, of course, dependent on the timely provision of proxy ballots by custodians, clients and other third parties. Under specified circumstances described below involving potential conflicts of interest, an Outside Service may also be requested to help decide certain proxy votes. In those instances, the Proxy Committee shall periodically review and evaluate the voting recommendations of such Outside Service to ensure that recommendations are consistent with the Subadviser's clients' best interests. In certain limited circumstances, particularly in the area of structured financing, the Subadviser may enter into voting agreements or other contractual obligations that govern the voting of shares. In the event of a conflict between any such contractual requirements and the Guidelines, the Subadviser will vote in accordance with its contractual obligations. In the event that the Subadviser inadvertently receives any proxy materials on behalf of a client that has retained proxy voting responsibility, and where it is reasonably feasible for the Subadviser to determine the identity of the client, the Subadviser will promptly forward such materials to the client.
As a matter of firm policy, the Subadviser does not disclose to unaffiliated third parties how it expects to vote on upcoming proxies and does not disclose the way it voted proxies without a legitimate need to know such information.
Philosophy
When voting proxies, the Subadviser's utmost concern is that all decisions be made solely in the interests of the client and with the goal of maximizing the value of the client's investments. Generally, proposals will be voted in accordance with the Guidelines and any applicable guidelines provided by the Subadviser's clients. The Subadviser's underlying philosophy, however, is that its portfolio managers, who are primarily responsible for evaluating the individual holdings of the Subadviser's clients, are best able to determine how to further client interests and goals. The portfolio managers may, in their discretion, take into account the recommendations of the Subadviser management, the Proxy Committee, and an Outside Service.
Proxy Voting Overrides
Individual portfolio managers, in the exercise of their best judgment and discretion, may from time to time override the Guidelines and vote proxies in a manner that they believe will enhance the economic value of clients' assets, keeping in mind the best interests of the beneficial owners. A portfolio manager choosing to abstain on a vote or override the Guidelines must deliver a written rationale for each such decision to the Subadviser's Proxy Specialist (the "Proxy Specialist"), who will maintain such documentation in the Subadviser's proxy voting records and deliver a quarterly report to the Proxy Committee of all votes cast other than in accordance with the Guidelines. If the Proxy Specialist believes there is a question regarding a portfolio manager's written rationale, he/she will obtain the approval of the Subadviser's Director of Research (the "Director of Research") for the written rationale before submitting it. The Director
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of Research will review the portfolio manager's written rationale and make a determination. If the Director of Research believes it appropriate, he/she may elect to convene the Proxy Committee for its independent consideration as to how the vote should be cast.
Conflicts of Interest Disclosure
TCW has policies and controls to avoid and/or mitigate conflicts of interest across its businesses. The policies and procedures in TCW's Code of Ethics (the "Code") serve to address or mitigate both conflicts of interest and the appearance of any conflict of interest. The Code contains several restrictions and procedures designed to eliminate conflicts of interest relating to personal investment transactions, including (i) reporting account openings, changes, or closings (including accounts in which an Access Person has a "beneficial interest"), (ii) pre-clearance of non-exempt personal investment transactions (make a personal trade request for Securities) and (iii) the completion of timely required reporting (Initial Holdings Report, Quarterly Transactions Report, Annual Holdings Report and Annual Certificate of Compliance).
In addition, the Code addresses potential conflicts of interest through its policies on insider trading, anti-corruption, an employee's outside business activities, political activities and contributions, confidentiality and whistleblower provisions.
Conflicts of interest may also arise in the management of accounts and investment vehicles.  These conflicts may raise questions that would allow TCW to allocate investment opportunities in a way that favors certain accounts or investment vehicles over other accounts or investment vehicles, or incentivize a TCW portfolio manager to receive greater compensation with regard to the management of certain account or investment vehicles. TCW may give advice or take action with certain accounts or investment vehicles that could differ from the advice given or action taken on other accounts or investment vehicles. When an investment opportunity is suitable for more than one account or investment vehicle, such investments will be allocated in a manner that is fair and equitable under the circumstances to all TCW clients. As such, TCW has adopted compliance policies and procedures in its Portfolio Management Policy that helps to identify a conflict of interest and then specifies how a conflict of interest is managed. TCW's Trading and Brokerage Policy also discusses the process of timing and method of allocations, and addresses how the firm handles affiliate transactions.
The respective Equity and Fixed Income Trading and Allocation Committees review trading activities on behalf of client accounts, including the allocation of investment opportunities and address any issues with regard to side-by-side management in order to ensure that all of TCW's clients are treated on a fair and equitable basis. Further, the Portfolio Analytics Committee reviews TCW's investment strategies, evaluates various analytics to facilitate risk assessment, changes to performance composites and benchmarks and monitors the implementation and maintenance of the Global Investment Performance Standards or GIPS® compliance.
TCW's approach to handling conflicts of interest is multi-layered starting with its policies and procedures, reporting and pre-clearance processes and oversight by various committees.
International Proxy Voting
While TCW utilizes these Proxy Voting Guidelines for both international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is relatively easy to vote proxies, as the proxies are automatically received and may be voted by mail or electronically.
For proxies of non-U.S. companies, although, it is typically both difficult and costly to vote proxies.
TCW will make every reasonable effort to vote such proxies.
Guidelines
The proxy voting decisions set forth below refer to proposals by company management except for the categories of "Shareholder Proposals" and "Social Issue Proposals." The voting decisions in these latter two categories refer to proposals by outside shareholders.
Governance
§
For director and management nominees in uncontested elections
§
For management nominees in contested elections
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§
For ratifying auditors, except against if the previous auditor was dismissed because of a disagreement with the company or if the non-audit services exceed 51% of fees
§
Generally For routine management proposals
§
For amendments to the company's certificate of incorporation or bylaws, except against if an amendment would have the effect of reducing shareholders' rights
Capital Structure
§
Generally For reasonable changes in authorized common stock
§
For the issuance of common stock or preferred stock, except against if the shares have voting rights superior to those of other common or preferred shareholders, as applicable
§
For approving the issuance or exercise of stock warrants
§
For authorizing preferred stock and making reasonable changes to authorized preferred stock, except against if the board has unlimited rights to set the terms and conditions of the shares
§
For amending or canceling a class or series of preferred stock
§
Against authorizing and for eliminating or amending dual or multiple classes of common stock
§
For a stock repurchase program
§
For a stock split
§
For a reverse stock split, except against if the company does not intend to proportionally reduce the number of authorized shares
Mergers and Restructuring
§
Generally For mergers and restructurings, including recapitalization, bankruptcy restructurings, liquidations, reincorporating in a different state, leveraged buyout of the company, spinning off certain company operations or divisions, the sale of assets
§
Against adopting or preserving cumulative voting
Board of Directors
§
For limiting the liability of directors
§
For setting the board size
§
For allowing the directors to fill vacancies on the board without shareholder approval
§
Against giving the board the authority to set the size of the board as needed without shareholder approval
§
For a proposal regarding the removal of directors, except against if the proposal limits the removal of directors to cases where there is legal cause
Anti-Takeover Provisions
§
Generally Against the concept of a classified board
§
Generally Against the concept of a shareholder rights plan (poison pill)
§
Against eliminating or limiting shareholders' right to call a special meeting
§
For restoring shareholders' right to call a special meeting
§
Against eliminating or limiting shareholders' right to act by written consent
§
For restoring shareholders' right to act by written consent
§
Against establishing or maintaining a supermajority vote provision to (i) approve a merger or other business combination, (ii) change certain bylaw or charter provisions
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§
Against expanding or clarifying the authority of the board of directors to consider factors other than the interests of shareholders in assessing a takeover bid
§
Against fair price provisions
§
For limiting the payment of greenmail
§
Against adopting advance notice requirements
§
Against opting into a state takeover statutory provision
Compensation
§
Generally In favor of reasonable compensation and bonus plans proposed by management, including one-time stock options and deferred compensation plans
§
For adopting, amending or adding shares to a stock incentive, purchase or award plan for employees and non-employee directors, provided that outstanding common stock is not overly diluted
§
For limiting per-employee option awards
§
For extending the term of a stock incentive plan for employees
§
Refer on assuming stock incentive plans
§
With management on "say on pay" proposals
Shareholder Proposals
§
For requiring shareholder ratification of auditors
§
Against requiring the auditors to attend the annual meeting
§
Against limiting consulting by auditors
§
Against requiring the rotation of auditors
§
Against restoring preemptive rights
§
For asking the company to study sales, spin-offs, or other strategic alternatives
§
For asking the board to adopt confidential voting and independent tabulation of the proxy ballots
§
Against asking the company to refrain from counting abstentions and broker non-votes in vote tabulations
§
Against eliminating the company's discretion to vote unmarked proxy ballots.
§
For providing equal access to the proxy materials for shareholders
§
Generally Against making changes to board or chairman election, composition or eligibility requirements
§
Against changing the annual meeting location or date
§
For increasing disclosure regarding the board's role in the development and monitoring of the company's long-term strategic plan
§
Against urging the creation of a shareholder committee
§
For adopting cumulative voting
§
Against making directors liable for acts or omissions that constitute a breach of fiduciary care resulting from a director's gross negligence and/or reckless or willful neglect
§
For repealing a classified board
§
Against asking the board to redeem or to allow shareholders to vote on a poison pill shareholder rights plan
§
Generally Against supermajority provisions
§
Against repealing fair price provisions
§
For restoring shareholders' right to call a special meeting or act by written consent
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§
For limiting the board's discretion to issue targeted share placements or requiring shareholder approval before such block placements can be made
§
For seeking to force the company to opt out of a state takeover statutory provision
§
Against reincorporating the company in another state
§
For limiting greenmail payments
§
Generally Against restricting executive or director compensation, but for reasonable enhanced disclosure of executive compensation
§
For banning or calling for a shareholder vote on future golden parachutes
§
Against seeking to award performance-based stock options
§
Against establishing a policy of expensing the costs of all future stock options issued by the company in the company's annual income statement
§
Against requesting that future executive compensation be determined without regard to any pension fund income
§
Against approving extra benefits under Supplemental Executive Retirement Plans (SERPs)
§
Against requiring option shares to be held
§
Generally For the creation of a compensation and a nominating committee
§
For increasing the independence of key committees
Social Issue Proposals
§
Generally For proposals that ask a company to review operations or impacts or disclosure activities or impacts, except against if the proposal calls for action beyond reporting
§
Generally Against proposals that ask the company to implement changes in procedure, including the development of social, economic, environmental or ethical criteria to govern contracts and production
Additional Information
A description of TCW's policies and procedures relating to proxy voting and class actions can also be found in the firm's Part 2A of Form ADV. A copy of TCW's Form ADV is available to clients upon request to the Proxy Specialist.


MORGAN STANLEY INVESTMENT MANAGEMENT

PROXY VOTING POLICY AND PROCEDURES
September 2016
I. POLICY STATEMENT

Morgan Stanley Investment Management's ("MSIM") policy and procedures for voting proxies ("Policy") with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which an MSIM entity has authority to vote proxies.  This Policy is reviewed and updated as necessary to address new and evolving proxy voting issues and standards.
The MSIM entities covered by this Policy currently include the following: Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company, Morgan Stanley Investment Management (Japan) Co. Limited and Morgan Stanley Investment Management Private Limited (each a "MSIM Affiliate" and collectively referred to as the "MSIM Affiliates" or as "we" below).
Each MSIM Affiliate will use its best efforts to vote proxies as part of its authority to manage, acquire and dispose of account assets. With respect to the registered management investment companies sponsored, managed or advised by any MSIM affiliate (the "MSIM Funds"), each MSIM Affiliate will vote proxies under this Policy pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors/Trustees of the MSIM Funds. A MSIM Affiliate will not vote proxies unless the investment management or investment advisory agreement explicitly authorizes the MSIM Affiliate to vote proxies.
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MSIM Affiliates will vote proxies in a prudent and diligent manner and in the best interests of clients, including beneficiaries of and participants in a client's benefit plan(s) for which the MSIM Affiliates manage assets, consistent with the objective of maximizing long-term investment returns ("Client Proxy Standard").  In addition to voting proxies at portfolio companies, MSIM routinely engages with the management or board of companies in which we invest on a range of governance issues. Governance is a window into or proxy for management and board quality. MSIM engages with companies where we have larger positions, voting issues are material or where we believe we can make a positive impact on the governance structure. MSIM's engagement process, through private communication with companies, allows us to understand the governance structures at investee companies and better inform our voting decisions.  In certain situations, a client or its fiduciary may provide an MSIM Affiliate with a proxy voting policy.  In these situations, the MSIM Affiliate will comply with the client's policy.
Retention and Oversight of Proxy Advisory Firms - ISS and Glass Lewis (together with other proxy research providers as we may retain from time to time, the "Research Providers") are independent advisers that specialize in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors.  The services provided include in-depth research, global issuer analysis, and voting recommendations.
MSIM has retained Research Providers to analyze proxy issues and to make vote recommendations on those issues. While we may review and utilize the recommendations of one or more Research Providers in making proxy voting decisions, we are in no way obligated to follow such recommendations. MSIM votes all proxies based on its own proxy voting policies in the best interests of each client. In addition to research, ISS provides vote execution, reporting, and recordkeeping services to MSIM.
As part of MSIM's ongoing oversight of the Research Providers, MSIM performs periodic due diligence on the Research Providers. Topics of the reviews include, but are not limited to, conflicts of interest, methodologies for developing their policies and vote recommendations, and resources.
Voting Proxies for Certain Non-U.S. Companies - Voting proxies of companies located in some jurisdictions may involve several problems that can restrict or prevent the ability to vote such proxies or entail significant costs.  These problems include, but are not limited to:  (i) proxy statements and ballots being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuer's jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person; (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; and (vi) requirements to provide local agents with power of attorney to facilitate our voting instructions.  As a result, we vote clients' non-U.S. proxies on a best efforts basis only, after weighing the costs and benefits of voting such proxies, consistent with the Client Proxy Standard.  ISS has been retained to provide assistance in connection with voting non-U.S. proxies.
Securities Lending - MSIM Funds or any other investment vehicle sponsored, managed or advised by a MSIM affiliate may participate in a securities lending program through a third party provider. The voting rights for shares that are out on loan are transferred to the borrower and therefore, the lender (i.e., a MSIM Fund or another investment vehicle sponsored, managed or advised by a MSIM affiliate) is not entitled to vote the lent shares at the company meeting. In general, MSIM believes the revenue received from the lending program outweighs the ability to vote and we will not recall shares for the purpose of voting. However, in cases in which MSIM believes the right to vote outweighs the revenue received, we reserve the right to recall the shares on loan on a best efforts basis.
II. GENERAL PROXY VOTING GUIDELINES
To promote consistency in voting proxies on behalf of our clients, we follow this Policy (subject to any exception set forth herein).  The Policy addresses a broad range of issues, and provides general voting parameters on proposals that arise most frequently.  However, details of specific proposals vary, and those details affect particular voting decisions, as do factors specific to a given company. Pursuant to the procedures set forth herein, we may vote in a manner that is not in accordance with the following general guidelines, provided the vote is approved by the Proxy Review Committee (see Section III for description) and is consistent with the Client Proxy Standard.  Morgan Stanley AIP GP LP will follow the procedures as described in Appendix A.
We endeavor to integrate governance and proxy voting policy with investment goals, using the vote to encourage portfolio companies to enhance long-term shareholder value and to provide a high standard of transparency such that equity markets can value corporate assets appropriately.
We seek to follow the Client Proxy Standard for each client. At times, this may result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which
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varied ownership interests in two companies involved in a merger result in different stakes in the outcome).  We also may split votes at times based on differing views of portfolio managers.
We may abstain on matters for which disclosure is inadequate.
A. Routine Matters.
We generally support routine management proposals.  The following are examples of routine management proposals:
·
Approval of financial statements and auditor reports if delivered with an unqualified auditor's opinion.
·
General updating/corrective amendments to the charter, articles of association or bylaws, unless we believe that such amendments would diminish shareholder rights.
·
Most proposals related to the conduct of the annual meeting, with the following exceptions.  We generally oppose proposals that relate to "the transaction of such other business which may come before the meeting," and open-ended requests for adjournment.  However, where management specifically states the reason for requesting an adjournment and the requested adjournment would facilitate passage of a proposal that would otherwise be supported under this Policy (i.e., an uncontested corporate transaction), the adjournment request will be supported.  We do not support proposals that allow companies to call a special meeting with a short (generally two weeks or less) time frame for review.
We generally support shareholder proposals advocating confidential voting procedures and independent tabulation of voting results.
B. Board of Directors.
1.
Election of directors: Votes on board nominees can involve balancing a variety of considerations. In vote decisions, we may take into consideration whether the company has a majority voting policy in place that we believe makes the director vote more meaningful. In the absence of a proxy contest, we generally support the board's nominees for director except as follows:
a.
We consider withholding support from or voting against a nominee if we believe a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care and/or loyalty.  We may oppose directors where we conclude that actions of directors are unlawful, unethical or negligent.  We consider opposing individual board members or an entire slate if we believe the board is entrenched and/or dealing inadequately with performance problems; if we believe the board is acting with insufficient independence between the board and management; or if we believe the board has not been sufficiently forthcoming with information on key governance or other material matters.
b.
We consider withholding support from or voting against interested directors if the company's board does not meet market standards for director independence, or if otherwise we believe board independence is insufficient.  We refer to prevalent market standards as promulgated by a stock exchange or other authority within a given market (e.g., New York Stock Exchange or Nasdaq rules for most U.S. companies, and The Combined Code on Corporate Governance in the United Kingdom). Thus, for an NYSE company with no controlling shareholder, we would expect that at a minimum a majority of directors should be independent as defined by NYSE.  Where we view market standards as inadequate, we may withhold votes based on stronger independence standards. Market standards notwithstanding, we generally do not view long board tenure alone as a basis to classify a director as non-independent.
i.
At a company with a shareholder or group that controls the company by virtue of a majority economic interest in the company, we have a reduced expectation for board independence, although we believe the presence of independent directors can be helpful, particularly in staffing the audit committee, and at times we may withhold support from or vote against a nominee on the view the board or its committees are not sufficiently independent. In markets where board independence is not the norm (e.g. Japan), however, we consider factors including whether a board of a controlled company includes independent members who can be expected to look out for interests of minority holders.
ii.
We consider withholding support from or voting against a nominee if he or she is affiliated with a major shareholder that has representation on a board disproportionate to its economic interest.
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c.
Depending on market standards, we consider withholding support from or voting against a nominee who is interested and who is standing for election as a member of the company's compensation/remuneration, nominating/governance or audit committee.
d.
We consider withholding support from or voting against nominees if the term for which they are nominated is excessive. We consider this issue on a market-specific basis.
e.
We consider withholding support from or voting against nominees if in our view there has been insufficient board renewal (turnover), particularly in the context of extended poor company performance.
f.
We consider withholding support from or voting against a nominee standing for election if the board has not taken action to implement generally accepted governance practices for which there is a "bright line" test.  For example, in the context of the U.S. market, failure to eliminate a dead hand or slow hand poison pill would be seen as a basis for opposing one or more incumbent nominees.
g.
In markets that encourage designated audit committee financial experts, we consider voting against members of an audit committee if no members are designated as such.  We also consider voting against the audit committee members if the company has faced financial reporting issues and/or does not put the auditor up for ratification by shareholders.
h.
We believe investors should have the ability to vote on individual nominees, and may abstain or vote against a slate of nominees where we are not given the opportunity to vote on individual nominees.
i.
We consider withholding support from or voting against a nominee who has failed to attend at least 75% of the nominee's board and board committee meetings within a given year without a reasonable excuse. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.
j.
We consider withholding support from or voting against a nominee who appears overcommitted, particularly through service on an excessive number of boards. Market expectations are incorporated into this analysis; for U.S. boards, we generally oppose election of a nominee who serves on more than six public company boards (excluding investment companies), although we also may reference National Association of Corporate Directors guidance suggesting that public company CEOs, for example, should serve on no more than two outside boards given level of time commitment required in their primary job.
k.
We consider withholding support from or voting against a nominee where we believe executive remuneration practices are poor, particularly if the company does not offer shareholders a separate "say-on-pay" advisory vote on pay.
2.
Discharge of directors' duties: In markets where an annual discharge of directors' responsibility is a routine agenda item, we generally support such discharge.  However, we may vote against discharge or abstain from voting where there are serious findings of fraud or other unethical behavior for which the individual bears responsibility. The annual discharge of responsibility represents shareholder approval of disclosed actions taken by the board during the year and may make future shareholder action against the board difficult to pursue.
3.
Board independence:  We generally support U.S. shareholder proposals requiring that a certain percentage (up to 66⅔%) of the company's board members be independent directors, and promoting all-independent audit, compensation and nominating/governance committees.
4.
Board diversity:  We consider on a case-by-case basis shareholder proposals urging diversity of board membership with respect to gender, race or other factors.
5.
Majority voting:  We generally support proposals requesting or requiring majority voting policies in election of directors, so long as there is a carve-out for plurality voting in the case of contested elections.
6.
Proxy access:  We consider proposals on procedures for inclusion of shareholder nominees and to have those nominees included in the company's proxy statement and on the company's proxy ballot on a case-by-case basis. Considerations include ownership thresholds, holding periods, the number of directors that shareholders may nominate and any restrictions on forming a group.
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7.
Reimbursement for dissident nominees:  We generally support well-crafted U.S. shareholder proposals that would provide for reimbursement of dissident nominees elected to a board, as the cost to shareholders in electing such nominees can be factored into the voting decision on those nominees.
8.
Proposals to elect directors more frequently:  In the U.S. public company context, we usually support shareholder and management proposals to elect all directors annually (to "declassify" the board), although we make an exception to this policy where we believe that long-term shareholder value may be harmed by this change given particular circumstances at the company at the time of the vote on such proposal. As indicated above, outside the United States we generally support greater accountability to shareholders that comes through more frequent director elections, but recognize that many markets embrace longer term lengths, sometimes for valid reasons given other aspects of the legal context in electing boards.
9.
Cumulative voting:  We generally support proposals to eliminate cumulative voting in the U.S. market context. (Cumulative voting provides that shareholders may concentrate their votes for one or a handful of candidates, a system that can enable a minority bloc to place representation on a board.)  U.S. proposals to establish cumulative voting in the election of directors generally will not be supported.
10.
Separation of Chairman and CEO positions:  We vote on shareholder proposals to separate the Chairman and CEO positions and/or to appoint an independent Chairman based in part on prevailing practice in particular markets, since the context for such a practice varies.  In many non-U.S. markets, we view separation of the roles as a market standard practice, and support division of the roles in that context.  In the United States, we consider such proposals on a case-by-case basis, considering, among other things, the existing board leadership structure, company performance, and any evidence of entrenchment or perceived risk that power is overly concentrated in a single individual.
11.
Director retirement age and term limits:  Proposals setting or recommending  director retirement ages or director term limits are voted on a case-by-case basis that includes consideration of company performance, the rate of board renewal, evidence of effective individual director evaluation processes, and any indications of entrenchment.
12.
Proposals to limit directors' liability and/or broaden indemnification of officers and directors:  Generally, we will support such proposals provided that an individual is eligible only if he or she has not acted in bad faith, with gross negligence or with reckless disregard of their duties.
C. Statutory auditor boards. The statutory auditor board, which is separate from the main board of directors, plays a role in corporate governance in several markets. These boards are elected by shareholders to provide assurance on compliance with legal and accounting standards and the company's articles of association. We generally vote for statutory auditor nominees if they meet independence standards. In markets that require disclosure on attendance by internal statutory auditors, however, we consider voting against nominees for these positions who failed to attend at least 75% of meetings in the previous year. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.
D. Corporate transactions and proxy fights.  We examine proposals relating to mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) on a case-by-case basis in the interests of each fund or other account.  Proposals for mergers or other significant transactions that are friendly and approved by the Research Providers usually are supported if there is no portfolio manager objection.  We also analyze proxy contests on a case-by-case basis.
E. Changes in capital structure.
1.
We generally support the following:
·
Management and shareholder proposals aimed at eliminating unequal voting rights, assuming fair economic treatment of classes of shares we hold.
·
U.S. management proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if: (i) a clear business purpose is stated that we can support and the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and/or (ii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the total new authorization will be outstanding. (We consider proposals that do not meet these criteria on a case-by-case basis.)
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·
U.S. management proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital, unless we have concerns about use of the authority for anti-takeover purposes.
·
Proposals in non-U.S. markets that in our view appropriately limit potential dilution of existing shareholders. A major consideration is whether existing shareholders would have preemptive rights for any issuance under a proposal for standing share issuance authority.  We generally consider market-specific guidance in making these decisions; for example, in the U.K. market we usually follow Association of British Insurers' ("ABI") guidance, although company-specific factors may be considered and for example, may sometimes lead us to voting against share authorization proposals even if they meet ABI guidance.
·
Management proposals to authorize share repurchase plans, except in some cases in which we believe there are insufficient protections against use of an authorization for anti-takeover purposes.
·
Management proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock.
·
Management proposals to effect stock splits.
·
Management proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter.  Reverse stock splits that do not adjust proportionately to the authorized share amount generally will be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases.
·
Management dividend payout proposals, except where we perceive company payouts to shareholders as inadequate.
2.
We generally oppose the following (notwithstanding management support):
·
Proposals to add classes of stock that would substantially dilute the voting interests of existing shareholders.
·
Proposals to increase the authorized or issued number of shares of existing classes of stock that are unreasonably dilutive, particularly if there are no preemptive rights for existing shareholders. However, depending on market practices, we consider voting for proposals giving general authorization for issuance of shares not subject to pre-emptive rights if the authority is limited.
·
Proposals that authorize share issuance at a discount to market rates, except where authority for such issuance is de minimis, or if there is a special situation that we believe justifies such authorization (as may be the case, for example, at a company under severe stress and risk of bankruptcy).
·
Proposals relating to changes in capitalization by 100% or more.
We consider on a case-by-case basis shareholder proposals to increase dividend payout ratios, in light of market practice and perceived market weaknesses, as well as individual company payout history and current circumstances.  For example, currently we perceive low payouts to shareholders as a concern at some Japanese companies, but may deem a low payout ratio as appropriate for a growth company making good use of its cash, notwithstanding the broader market concern.
F. Takeover Defenses and Shareholder Rights.
1.
Shareholder rights plans:  We generally support proposals to require shareholder approval or ratification of shareholder rights plans (poison pills).  In voting on rights plans or similar takeover defenses, we consider on a case-by-case basis whether the company has demonstrated a need for the defense in the context of promoting long-term share value; whether provisions of the defense are in line with generally accepted governance principles in the market (and specifically the presence of an adequate qualified offer provision that would exempt offers meeting certain conditions from the pill); and the specific context if the proposal is made in the midst of a takeover bid or contest for control.
2.
Supermajority voting requirements: We generally oppose requirements for supermajority votes to amend the charter or bylaws, unless the provisions protect minority shareholders where there is a large shareholder.  In line with this view, in the absence of a large shareholder we support reasonable shareholder proposals to limit such supermajority voting requirements.
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3.
Shareholders right to call a special meeting:  We consider proposals to enhance a shareholder's rights to call meetings on a case-by-case basis. At large-cap U.S. companies, we generally support efforts to establish the right of holders of 10% or more of shares to call special meetings, unless the board or state law has set a policy or law establishing such rights at a threshold that we believe to be acceptable.
4.
Written consent rights:  In the U.S. context, we examine proposals for shareholder written consent rights on a case-by-case basis.
5.
Reincorporation: We consider management and shareholder proposals to reincorporate to a different jurisdiction on a case-by-case basis.  We oppose such proposals if we believe the main purpose is to take advantage of laws or judicial precedents that reduce shareholder rights.
6.
Anti-greenmail provisions: Proposals relating to the adoption of anti-greenmail provisions will be supported, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount) not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders.
7.
Bundled proposals:  We may consider opposing or abstaining on proposals if disparate issues are "bundled" and presented for a single vote.
G. Auditors.   We generally support management proposals for selection or ratification of independent auditors.  However, we may consider opposing such proposals with reference to incumbent audit firms if the company has suffered from serious accounting irregularities and we believe rotation of the audit firm is appropriate, or if fees paid to the auditor for non-audit-related services are excessive.  Generally, to determine if non-audit fees are excessive, a 50% test will be applied (i.e., non-audit-related fees should be less than 50% of the total fees paid to the auditor). We generally vote against proposals to indemnify auditors.
H. Executive and Director Remuneration.
1.
We generally support the following:
·
Proposals for employee equity compensation plans and other employee ownership plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.  Such approval may be against shareholder interest if it authorizes excessive dilution and shareholder cost, particularly in the context of high usage ("run rate") of equity compensation in the recent past; or if there are objectionable plan design and provisions.
·
Proposals relating to fees to outside directors, provided the amounts are not excessive relative to other companies in the country or industry, and provided that the structure is appropriate within the market context.  While stock-based compensation to outside directors is positive if moderate and appropriately structured, we are wary of significant stock option awards or other performance-based awards for outside directors, as well as provisions that could result in significant forfeiture of value on a director's decision to resign from a board (such forfeiture can undercut director independence).
·
Proposals for employee stock purchase plans that permit discounts, but only for grants that are part of a broad-based employee plan, including all non-executive employees, and only if the discounts are limited to a reasonable market standard or less.
·
Proposals for the establishment of employee retirement and severance plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.
2.
We generally oppose retirement plans and bonuses for non-executive directors and independent statutory auditors.
3.
In the U.S. context, we generally vote against shareholder proposals requiring shareholder approval of all severance agreements, but we generally support proposals that require shareholder approval for agreements in excess of three times the annual compensation (salary and bonus) or proposals that require companies to adopt a provision requiring an executive to receive accelerated vesting of equity awards if there is a change of control and the executive is terminated. We generally oppose shareholder proposals that would establish arbitrary caps on pay.  We consider on a case-by-case basis shareholder proposals that seek to limit Supplemental Executive Retirement Plans (SERPs), but support such shareholder proposals where we consider SERPs excessive.
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4.
Shareholder proposals advocating stronger and/or particular pay-for-performance models will be evaluated on a case-by-case basis, with consideration of the merits of the individual proposal within the context of the particular company and its labor markets, and the company's current and past practices.  While we generally support emphasis on long-term components of senior executive pay and strong linkage of pay to performance, we consider factors including whether a proposal may be overly prescriptive, and the impact of the proposal, if implemented as written, on recruitment and retention.
5.
We generally support proposals advocating reasonable senior executive and director stock ownership guidelines and holding requirements for shares gained in executive equity compensation programs.
6.
We generally support shareholder proposals for reasonable "claw-back" provisions that provide for company recovery of senior executive bonuses to the extent they were based on achieving financial benchmarks that were not actually met in light of subsequent restatements.
7.
Management proposals effectively to re-price stock options are considered on a case-by-case basis.  Considerations include the company's reasons and justifications for a re-pricing, the company's competitive position, whether senior executives and outside directors are excluded, potential cost to shareholders, whether the re-pricing or share exchange is on a value-for-value basis, and whether vesting requirements are extended.
8.
Say-on-Pay: We consider proposals relating to an advisory vote on remuneration on a case-by-case basis. Considerations include a review of the relationship between executive remuneration and performance based on operating trends and total shareholder return over multiple performance periods. In addition, we review remuneration structures and potential poor pay practices, including relative magnitude of pay, discretionary bonus awards, tax gross ups, change-in-control features, internal pay equity and peer group construction. As long-term investors, we support remuneration policies that align with long-term shareholder returns.
I. Social, Political and Environmental Issues.  Shareholders in the United States and certain other markets submit proposals encouraging changes in company disclosure and practices related to particular corporate social, political and environmental matters. We consider how to vote on the proposals on a case-by-case basis to determine likely impacts on shareholder value.  We seek to balance concerns on reputational and other risks that lie behind a proposal against costs of implementation, while considering appropriate shareholder and management prerogatives. We may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value. We support proposals that if implemented would enhance useful disclosure, but we generally vote against proposals requesting reports that we believe are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. We believe that certain social and environmental shareholder proposals may intrude excessively on management prerogatives, which can lead us to oppose them.
J. Funds of Funds.  Certain MSIM Funds advised by an MSIM Affiliate invest only in other MSIM Funds.  If an underlying fund has a shareholder meeting, in order to avoid any potential conflict of interest, such proposals will be voted in the same proportion as the votes of the other shareholders of the underlying fund, unless otherwise determined by the Proxy Review Committee. Other MSIM Funds invest in unaffiliated funds.  If an unaffiliated underlying fund has a shareholder meeting and the MSIM Fund owns more than 25% of the voting shares of the underlying fund, the MSIM Fund will vote its shares in the unaffiliated underlying fund in the same proportion as the votes of the other shareholders of the underlying fund to the extent possible.
III. ADMINISTRATION OF POLICY
The MSIM Proxy Review Committee (the "Committee") has overall responsibility for the Policy.  The Committee consists of investment professionals who represent the different investment disciplines and geographic locations of the firm, and is chaired by the director of the Corporate Governance Team ("CGT").  Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, although the Committee has final authority over proxy votes.
The CGT Director is responsible for identifying issues that require Committee deliberation or ratification. The CGT, working with advice of investment teams and the Committee, is responsible for voting on routine items and on matters that can be addressed in line with these Policy guidelines.  The CGT has responsibility for voting case-by-case where guidelines and precedent provide adequate guidance.
The Committee will periodically review and have the authority to amend, as necessary, the Policy and establish and direct voting positions consistent with the Client Proxy Standard.
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CGT and members of the Committee may take into account Research Providers' recommendations and research as well as any other relevant information they may request or receive, including portfolio manager and/or analyst comments and research, as applicable.  Generally, proxies related to securities held in accounts that are managed pursuant to quantitative, index or index-like strategies ("Index Strategies") will be voted in the same manner as those held in actively managed accounts, unless economic interests of the accounts differ.  Because accounts managed using Index Strategies are passively managed accounts, research from portfolio managers and/or analysts related to securities held in these accounts may not be available.  If the affected securities are held only in accounts that are managed pursuant to Index Strategies, and the proxy relates to a matter that is not described in this Policy, the CGT will consider all available information from the Research Providers, and to the extent that the holdings are significant, from the portfolio managers and/or analysts.
A. Committee Procedures
The Committee meets at least quarterly, and reviews and considers changes to the Policy at least annually. Through meetings and/or written communications, the Committee is responsible for monitoring and ratifying "split votes" (i.e., allowing certain shares of the same issuer that are the subject of the same proxy solicitation and held by one or more MSIM portfolios to be voted differently than other shares) and/or "override voting" (i.e., voting all MSIM portfolio shares in a manner contrary to the Policy). The Committee will review developing issues and approve upcoming votes, as appropriate, for matters as requested by CGT.
The Committee reserves the right to review voting decisions at any time and to make voting decisions as necessary to ensure the independence and integrity of the votes.
B. Material Conflicts of Interest
In addition to the procedures discussed above, if the CGT Director determines that an issue raises a material conflict of interest, the CGT Director may request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question ("Special Committee").
A potential material conflict of interest could exist in the following situations, among others:
1.
The issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and the vote is on a matter that materially affects the issuer.
2.
The proxy relates to Morgan Stanley common stock or any other security issued by Morgan Stanley or its affiliates except if echo voting is used, as with MSIM Funds, as described herein.
3.
Morgan Stanley has a material pecuniary interest in the matter submitted for a vote (e.g., acting as a financial advisor to a party to a merger or acquisition for which Morgan Stanley will be paid a success fee if completed).
If the CGT Director determines that an issue raises a potential material conflict of interest, depending on the facts and circumstances, the issue will be addressed as follows:
1.
If the matter relates to a topic that is discussed in this Policy, the proposal will be voted as per the Policy.
2.
If the matter is not discussed in this Policy or the Policy indicates that the issue is to be decided case-by-case, the proposal will be voted in a manner consistent with the Research Providers, provided that all the Research Providers consulted have the same recommendation, no portfolio manager objects to that vote, and the vote is consistent with MSIM's Client Proxy Standard.
3.
If the Research Providers' recommendations differ, the CGT Director will refer the matter to a Special Committee to vote on the proposal, as appropriate.
Any Special Committee shall be comprised of the CGT Director, and at least two portfolio managers (preferably members of the Committee), as approved by the Committee. The CGT Director may request non-voting participation by MSIM's General Counsel or his/her designee and the Chief Compliance Officer or his/her designee.  In addition to the research provided by Research Providers, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate.
C. Proxy Voting Reporting
The CGT will document in writing all Committee and Special Committee decisions and actions, which documentation will be maintained by the CGT for a period of at least six years.  To the extent these decisions relate to a security held by an MSIM Fund, the CGT will report the decisions to each applicable Board of Trustees/Directors of those Funds at each Board's next regularly scheduled Board meeting. The report will contain information concerning decisions made during the most recently ended calendar quarter immediately preceding the Board meeting.
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MSIM will promptly provide a copy of this Policy to any client requesting it. MSIM will also, upon client request, promptly provide a report indicating how each proxy was voted with respect to securities held in that client's account.
MSIM's Legal Department is responsible for filing an annual Form N-PX on behalf of each MSIM Fund for which such filing is required, indicating how all proxies were voted with respect to such Fund's holdings.
APPENDIX A
Appendix A applies to the following accounts managed by Morgan Stanley AIP GP LP (i) closed-end funds registered under the Investment Company Act of 1940, as amended; (ii) discretionary separate accounts; (iii) unregistered funds; and (iv) non-discretionary accounts offered in connection with AIP's Custom Advisory Portfolio Solutions service. Generally, AIP will follow the guidelines set forth in Section II of MSIM's Proxy Voting Policy and Procedures.  To the extent that such guidelines do not provide specific direction, or AIP determines that consistent with the Client Proxy Standard, the guidelines should not be followed, the Proxy Review Committee has delegated the voting authority to vote securities held by accounts managed by AIP to the Fund of Hedge Funds investment team, the Private Equity Fund of Funds investment team the Private Equity Real Estate Fund of Funds investment team or the Portfolio Solutions team of AIP. A summary of decisions made by the applicable investment teams will be made available to the Proxy Review Committee for its information at the next scheduled meeting of the Proxy Review Committee.
In certain cases, AIP may determine to abstain from determining (or recommending) how a proxy should be voted (and therefore abstain from voting such proxy or recommending how such proxy should be voted), such as where the expected cost of giving due consideration to the proxy does not justify the potential benefits to the affected account(s) that might result from adopting or rejecting (as the case may be) the measure in question.
Waiver of Voting Rights
For regulatory reasons, AIP may either 1) invest in a class of securities of an underlying fund (the "Fund") that does not provide for voting rights; or 2) waive 100% of its voting rights with respect to the following:
1.
Any rights with respect to the removal or replacement of a director, general partner, managing member or other person acting in a similar capacity for or on behalf of the Fund (each individually a "Designated Person," and collectively, the "Designated Persons"), which may include, but are not limited to, voting on the election or removal of a Designated Person in the event of such Designated Person's death, disability, insolvency, bankruptcy, incapacity, or other event requiring a vote of interest holders of the Fund to remove or replace a Designated Person; and
Any rights in connection with a determination to renew, dissolve, liquidate, or otherwise terminate or continue the Fund, which may include, but are not limited to, voting on the renewal, dissolution, liquidation, termination or continuance of the Fund upon the occurrence of an event described in the Fund's organizational documents; provided, however, that, if the Fund's organizational documents require the consent of the Fund's general partner or manager, as the case may be, for any such termination or continuation of the Fund to be effective, then AIP may exercise  its voting rights with respect to such matter.


T. ROWE PRICE ASSOCIATES, INC.

PROXY VOTING POLICIES AND PROCEDURES
RESPONSIBILITY TO VOTE PROXIES
T. Rowe Price Associates, Inc., T. Rowe Price International Ltd, T. Rowe Price (Canada), Inc., T. Rowe Price Hong Kong Limited, and T. Rowe Price Singapore Private Ltd. (collectively, "T. Rowe Price") recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote in the election of the company's directors and on matters affecting certain important aspects of the company's structure and operations that are submitted to shareholder vote. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies which it sponsors and serves as investment adviser ("Price Funds") and by common trust funds, offshore funds, institutional and private counsel clients who have requested that T. Rowe Price be involved in the proxy process. T. Rowe Price has assumed the responsibility for voting proxies on behalf of the T. Rowe Price Funds and certain counsel clients who have delegated such responsibility to T. Rowe Price. In addition, T. Rowe Price makes recommendations regarding proxy voting to counsel clients who have not delegated the voting responsibility but who have requested voting advice. T. Rowe Price reserves the right to decline to vote proxies in accordance with client-specific voting guidelines.
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T. Rowe Price has adopted these Proxy Voting Policies and Procedures ("Policies and Procedures") for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with regard to the voting of client proxies. This document is updated annually.
Fiduciary Considerations. It is the policy of T. Rowe Price that decisions with respect to proxy issues will be made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company from the viewpoint of the particular client or Price Fund. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Our intent has always been to vote proxies, where possible to do so, in a manner consistent with our fiduciary obligations and responsibilities. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance.
 Other Considerations. One of the primary factors T. Rowe Price considers when determining the desirability of investing in a particular company is the quality and depth of its management. We recognize that a company's management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the company's board of directors. Accordingly, our proxy voting guidelines are not intended to substitute our judgment for management's with respect to the company's day-to-day operations. Rather, our proxy voting guidelines are designed to promote accountability of a company's management and board of directors to its shareholders; to align the interests of management with those of shareholders; and to encourage companies to adopt best practices in terms of their corporate governance. In addition to our proxy voting guidelines, we rely on a company's disclosures, its board's recommendations, a company's track  record, country-specific best practices codes, our research providers and, most importantly, our investment professionals' views, in making voting decisions.
ADMINISTRATION OF POLICIES AND PROCEDURES
Proxy Committee. T. Rowe Price's Proxy Committee ("Proxy Committee") is responsible for establishing positions with respect to corporate governance and other proxy issues, including those involving corporate social responsibility issues. Certain delegated members of the Proxy Committee also review questions and respond to inquiries from clients and mutual fund shareholders pertaining to proxy issues. While the Proxy Committee sets voting guidelines and serves as a resource for T. Rowe Price portfolio management, it does not have proxy voting authority for any Price Fund or counsel client. Rather, this responsibility is held by the Chairperson of the Price Fund's Investment Advisory Committee or counsel client's portfolio manager.
 Proxy Services Group. The Proxy Services Group is responsible for administering the proxy voting process as set forth in the Policies and Procedures.
Global Corporate Governance Analyst. Our Global Corporate Governance Analyst is responsible for reviewing the proxy agendas for all upcoming meetings and making company-specific recommendations to our global industry analysts and portfolio managers with regard to the voting decisions in their portfolios.
HOW PROXIES ARE REVIEWED, PROCESSED AND VOTED
In order to facilitate the proxy voting process, T. Rowe Price has retained Glass, Lewis & Co. ("Glass Lewis") as an expert in the proxy voting and corporate governance area. Glass Lewis specializes in providing a variety of fiduciary-level proxy advisory and voting services. These services include voting recommendations as well as vote execution and reporting for the handling of proxy voting responsibility. In order to reflect T. Rowe Price's issue-by-issue voting guidelines as approved each year by the Proxy Committee, Glass Lewis maintains and implements a custom voting policy for the Price Funds and other client accounts.
Meeting Notification
T. Rowe Price utilizes Glass Lewis' voting agent services to notify us of upcoming shareholder meetings for portfolio companies held in client accounts and to transmit votes to the various custodian banks of our clients. Glass Lewis tracks and reconciles T. Rowe Price holdings against incoming proxy ballots. If ballots do not arrive on time, Glass Lewis procures them from the appropriate custodian or proxy distribution agent. Meeting and record date information is updated daily, and transmitted to T. Rowe Price through ViewPoint, Glass Lewis' web-based application.
Vote Determination
Each day, Glass Lewis delivers into T. Rowe Price's proprietary proxy research platform a comprehensive summary of upcoming meetings, proxy proposals, publications discussing key proxy voting issues, and custom vote recommendations
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to assist us with proxy research and processing. The final authority and responsibility for proxy voting decisions remains with T. Rowe Price. Decisions with respect to proxy matters are made primarily in light of the anticipated impact of the issue on the desirability of investing in the company from the perspective of our clients.
Portfolio managers may decide to vote their proxies consistent with the Policies and Procedures, as set by the Proxy Committee, and instruct the Proxy Services Group to vote all proxies accordingly. Alternatively, portfolio managers may request to review the vote recommendations and sign off on all proxies before the votes are cast, or they may choose only to sign off on those votes cast against management. The portfolio managers are also given the option of reviewing and determining the votes on all proxies without utilizing the vote guidelines of the Proxy Committee. In all cases, the portfolio managers may elect to receive current reports summarizing all proxy votes in their client accounts. Portfolio managers who vote their proxies inconsistent with T. Rowe Price guidelines are required to document the rationale for their votes. The Proxy Services  Group  is responsible for maintaining this documentation and assuring  that it adequately reflects the basis for any vote which is cast contrary to our proxy voting guidelines.
T. Rowe Price Voting Policies
Specific proxy voting guidelines have been adopted by the Proxy Committee for all regularly occurring categories of management and shareholder proposals. A detailed set of proxy voting guidelines is available on the T. Rowe Price website, www.troweprice.com. The following is a summary of our guidelines on the most significant proxy voting topics:
Election of Directors – For U.S. companies, T. Rowe Price generally supports slates with a majority of independent directors. However, T. Rowe Price may vote against outside directors who do not meet our criteria relating to their independence, particularly when they serve on key board committees, such as compensation and nominating committees, for which we believe that all directors should be independent.  Outside of the U.S., we expect companies to adhere to the minimum independence standard established by regional corporate governance codes. At a minimum, however, we believe boards in all regions should include a blend of executive and non-executive members, and we are likely to vote against senior executives at companies without any independent directors. We also vote against directors who are unable to dedicate sufficient time to their board duties due to their commitments to other boards. We may vote against certain directors who have served on company boards where we believe there has been a gross failure in governance or oversight. Additionally, we may vote against compensation committee members who approve excessive executive compensation or severance arrangements. We support efforts to elect all board members annually because boards with staggered terms lessen directors' accountability to shareholders and act as deterrents to takeover proposals. To strengthen boards' accountability, T. Rowe Price supports proposals calling for a majority vote threshold for the election of directors and we may withhold votes from an entire board if they fail to implement shareholder proposals that receive majority support.
Anti-Takeover, Capital Structure and Corporate Governance Issues – T. Rowe Price generally opposes anti-takeover measures since they adversely impact shareholder rights and limit the ability of shareholders to act on potential value-enhancing transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes, and poison pills. When voting on capital structure proposals, T. Rowe Price will consider the dilutive impact to shareholders and the effect on shareholder rights. We may support shareholder proposals that call for the separation of the Chairman and CEO positions if we determine that insufficient governance safeguards are in place at the company.
Executive Compensation Issues – T. Rowe Price's goal is to assure that a company's equity-based compensation plan is aligned with shareholders' long-term interests. We evaluate plans on a case-by-case basis, using a number of factors, including dilution to shareholders, problematic plan features, burn rate, and the equity compensation mix. Plans that are constructed to effectively and fairly align executives' and shareholders' incentives generally earn our approval. Conversely, we oppose compensation packages that provide what we view as excessive awards to few senior executives or contain the potential for excessive dilution relative to the company's peers. We also may oppose equity plans at any company where we deem the overall compensation practices to be problematic. We generally oppose efforts to reprice options in the event of a decline in value of the underlying stock unless such plans appropriately balance shareholder and employee interests. For companies with particularly egregious pay practices such as excessive severance packages, executives with outsized pledged/hedged stock positions, executive perks, and bonuses that are not adequately linked to performance, we may vote against compensation committee members. We analyze management proposals requesting ratification of a company's executive compensation practices ("Say-on-Pay" proposals) on a case-by-case basis, using a screen that assesses the long-term linkage between executive compensation and company performance as well as the presence of objectionable structural features in compensation plans. With respect to the frequency in which companies should seek advisory votes on compensation, we believe shareholders should be offered the opportunity to vote annually.
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Finally, we may withhold votes from compensation committee members or even the entire board if we have cast votes against a company's "Say-on-Pay" vote in consecutive years.
Mergers and Acquisitions – T. Rowe Price considers takeover offers, mergers, and other extraordinary corporate transactions on a case-by-case basis to determine if they are beneficial to shareholders' current and future earnings stream and to ensure that our Price Funds and clients are receiving fair consideration for their securities. We oppose a high proportion of proposals for the ratification of executive severance packages ("Say on Golden Parachute" proposals) in conjunction with merger transactions if we conclude these arrangements reduce the alignment of executives' incentives with shareholders' interests.
Corporate Social Responsibility Issues – Vote recommendations for corporate responsibility issues are generated by the Global Corporate Governance Analyst using Glass Lewis' proxy research and company reports. T. Rowe Price generally votes with a company's management on social, environmental and corporate responsibility issues unless the issue has substantial investment implications for the company's business or operations which have not been adequately addressed by management. T. Rowe Price supports well-targeted shareholder proposals on environmental and other public policy issues that are particularly relevant to a company's businesses.
Global Portfolio Companies – Glass Lewis applies a two-tier approach to determining and applying global proxy voting policies. The first tier establishes baseline policy guidelines for the most fundamental issues, which span the corporate governance spectrum without regard to a company's domicile. The second tier takes into account various idiosyncrasies of different countries, making allowances for standard market practices, as long as they do not violate the fundamental goals of good corporate governance. The goal is to enhance shareholder value through effective use of the shareholder franchise, recognizing that application of policies developed for U.S. corporate governance issues are not appropriate for all markets. The Proxy Committee has reviewed Glass Lewis' general global policies and has developed international proxy voting guidelines which in most instances are consistent with Glass Lewis recommendations.
Fixed Income, Index and Passively Managed Accounts  Proxy voting for fixed income, index and other passively-managed portfolios is administered by the Proxy Services Group using T. Rowe Price's policies as set by the Proxy Committee. If a portfolio company is held in both an actively managed account and an index account, the index account will default to the vote as determined by the actively managed proxy voting process. In addition, fixed income accounts will generally follow the proxy vote determinations on security holdings held by our equity accounts unless the matter is specific to a particular fixed income security (i.e., consents, restructurings, reorganization proposals).
Divided Votes – In situations where a decision is made which is contrary to the policies established by the Proxy Committee, or differs from the vote for any other client or Price Fund, the Proxy Services Group advises the portfolio managers involved of the divided vote. The persons representing opposing views may wish to confer to discuss their positions. In such instances, it is the normal practice for the portfolio manager to document the reasons for the vote if it is against our proxy voting guidelines. The Proxy Services Group is responsible for assuring that adequate documentation is maintained to reflect the basis for any vote which is cast in opposition to our proxy voting guidelines.
Shareblocking  Shareblocking is the practice in certain foreign countries of "freezing" shares for trading purposes in order to vote proxies relating to those shares. In markets where shareblocking applies, the custodian or sub-custodian automatically freezes shares prior to a shareholder meeting once a proxy has been voted. Shareblocking typically takes place between one and fifteen (15) days before the shareholder meeting, depending on the market. In markets where shareblocking applies, there is a potential for a pending trade to fail if trade settlement takes place during the blocking period. T. Rowe Price's policy is generally to refrain from voting shares in shareblocking countries unless the matter has compelling economic consequences that outweigh the loss of liquidity in the blocked shares.
Securities on Loan  The Price Funds and our institutional clients may participate in securities lending programs to generate income. Generally, the voting rights pass with the securities on loan; however, lending agreements give the lender the right to terminate the loan and pull back the loaned shares provided sufficient notice is given to the custodian bank in advance of the voting deadline. T. Rowe Price's policy is generally not to vote securities on loan unless the portfolio manager has knowledge of a material voting event that could affect the value of the loaned securities. In this event, the portfolio manager has the discretion to instruct the Proxy Services Group to pull back the loaned securities in order to cast a vote at an upcoming shareholder meeting.
Monitoring and Resolving Conflicts of Interest
The Proxy Committee is also responsible for monitoring and resolving potential material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy
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voting is not influenced by interests other than those of our fund shareholders. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since T. Rowe Price's voting guidelines are predetermined by the Proxy Committee, application of the guidelines by fund portfolio managers to vote fund proxies should in most instances adequately address any potential conflicts of interest. However, consistent with the terms of the Policies and Procedures, which allow portfolio managers to vote proxies opposite our general voting guidelines, the Proxy Committee regularly reviews all such proxy votes that are inconsistent with the proxy voting guidelines to determine whether the portfolio manager's voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other material relationships between T. Rowe Price and a portfolio company (unrelated to the ownership of the portfolio company's securities) could have influenced an inconsistent vote on that company's proxy.
Issues raising potential conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Price's Code of Ethics and Conduct requires all employees to avoid placing themselves in a "compromising position" in which their interests may conflict with those of our clients and restrict their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.
Specific Conflict of Interest Situations - Voting of T. Rowe Price Group, Inc. common stock (sym: TROW) by certain T. Rowe Price Index Funds will be done in all instances in accordance with T. Rowe Price policy, and votes inconsistent with policy will not be permitted. In the event that there is no previously established guideline for a specific voting issue appearing on the T. Rowe Price Group proxy, the Price Funds will abstain on that voting item.  In addition, T. Rowe Price has voting authority for proxies of the holdings of certain Price Funds that invest in other Price Funds. In cases where the underlying fund of an investing Price Fund, including a fund-of-funds, holds a proxy vote, T. Rowe Price will mirror vote the fund shares held by the upper-tier fund  in the same proportion as the votes cast by the shareholders of the underlying funds (other than the T. Rowe Price Reserve Investment Funds).
Limitations on Voting Proxies of Banks
T. Rowe Price has obtained relief from the U.S. Federal Reserve Board (the "FRB Relief") which permits, subject to a number of conditions, T. Rowe Price to acquire in the aggregate on behalf of its clients, 10% or more of the total voting stock of a bank, bank holding company, savings and loan holding company or savings association (each a "Bank"), not to exceed a 15% aggregate beneficial ownership maximum in such Bank.  One such condition affects the manner in which T. Rowe Price will vote its clients' shares of a Bank in excess of 10% of the Bank's total voting stock ("Excess Shares").  The FRB Relief requires that T. Rowe Price use its best efforts to vote the Excess Shares in the same proportion as all other shares voted, a practice generally referred to as "mirror voting," or in the event that such efforts to mirror vote are unsuccessful, Excess Shares will not be voted.  With respect to a shareholder vote for a Bank of which T. Rowe Price has aggregate beneficial ownership of greater than 10% on behalf of its clients, T. Rowe Price will determine which of its clients' shares are Excess Shares on a pro rata basis across all of its clients' portfolios for which T. Rowe Price has the power to vote proxies.
REPORTING, RECORD RETENTION AND OVERSIGHT
The Proxy Committee, and certain personnel under the direction of the Proxy Committee, perform the following oversight and assurance functions, among others, over T. Rowe Price's proxy voting: (1) periodically samples proxy votes to ensure that they were cast in compliance with T. Rowe Price's proxy voting guidelines; (2) reviews, no less frequently than annually, the adequacy of the Policies and Procedures to make sure that they have been implemented effectively, including whether they continue to be reasonably designed to ensure that proxies are voted in the best interests of our clients; (3) performs due diligence on whether a retained proxy advisory firm has the capacity and competency to adequately analyze proxy issues, including the adequacy and quality of the proxy advisory firm's staffing and personnel and its policies; and (4) oversees any retained proxy advisory firms and their procedures regarding their capabilities to (i) produce proxy research that is based on current and accurate information and (ii) identify and address any conflicts of interest and any other considerations that we believe would be appropriate in considering the nature and quality of the services provided by the proxy advisory firm.
Vote Summary Reports will be generated for each client that requests T. Rowe Price to furnish proxy voting records. The report specifies the portfolio companies, meeting dates, proxy proposals, and votes which have been cast for the client during the period and the position taken with respect to each issue. Reports normally cover quarterly or annual periods and are provided to clients upon request.
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T. Rowe Price retains proxy solicitation materials, memoranda regarding votes cast in opposition to the position of a company's management, and documentation on shares voted differently. In addition, any document which is material to a proxy voting decision such as the T. Rowe Price proxy voting guidelines, Proxy Committee meeting materials, and other internal research relating to voting decisions will be kept. All proxy voting materials and supporting documentation are retained for six years (except for proxy statements available on the SEC's EDGAR database).
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PART C
OTHER INFORMATION

ITEM 28. EXHIBITS

Exhibit
Number
 
Description of Exhibit
   
(a)(1)
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, 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 November 1, 2016, to the Investment Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed on February 15, 2017, as Exhibit (d)(1)(i) to Registrant's Post-Effective Amendment No. 61, is incorporated by reference.
   
(d)(1)(ii)
Revised Attachment 1 dated November 1, 2016, to Revised Schedule A of the Investment Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed on February 15, 2017, as Exhibit (d)(1)(ii) to Registrant's Post-Effective Amendment No. 61, is incorporated by reference.
   
(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 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)(5)
Subadvisory Agreement, dated April 24, 2015 between Allianz Investment Management LLC and Dimensional Fund Advisors LP, filed on April 20, 2015 as Exhibit (d)(7) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
   
(d)(6)
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)(7)
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)(8)
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)(8)(i)
Revised Schedule A, dated October 30, 2015, to the Subadvisory Agreement, dated June 1, 2010, between Allianz Investment Management LLC and Morgan Stanley Investment Management Inc., filed on February 12, 2016 as Exhibit (d)(16)(i) to Registrant's Post-Effective Amendment No. 53, is incorporated by reference.
   
(d)(9)*
Amended and Restated Subadvisory Agreement, dated October 14, 2016, between Allianz Life Investment Management LLC an FIAM LLC, (previously known as Pyramis Global Advisors, LLC), filed herewith. .
   
(d)(9)(i)*
Sub-Subadvisory Agreement, dated October 14, 2016, by and between FIAM LLC and Geode Capital Management, LLC, filed herewith.
   


(d)(10)
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.
   
(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 November 1, 2016, to the Distribution Agreement, dated August 28, 2007, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on February 15, 2017, as Exhibit (e)(1)(i) to Registrant's Post-Effective Amendment No. 61, is incorporated by reference.
   
(e)(1)(ii)
Fee Agreement Letter dated August 28, 2007 to the Distribution Agreement between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and Allianz Life Financial Services, LLC, filed on February 4, 2009 as Exhibit (e)(1)(ii) to Registrant's Post-Effective Amendment No. 25, is incorporated by reference.
   
(e)(2)
Amended and Restated Participation Agreement dated November 1, 2015, between Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of North America, and Allianz Life Financial Services, LLC, filed on February 12, 2016 as Exhibit (e)(2) to Registrant's Post-Effective Amendment No. 53, is incorporated by reference.
   
(e)(3)
Amended and Restated Participation Agreement dated November 1, 2015, between Allianz Variable Insurance Products Trust, Allianz Life Insurance Company of New York, and Allianz Life Financial Services, LLC, filed on February 12, 2016 as Exhibit (e)(3) to Registrant's Post-Effective Amendment No. 53, is incorporated by reference.
   
(f)
N/A
   
(g)(1)
Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on February 4, 2009 as Exhibit (g)(1) to Registrant's Post-Effective Amendment No. 25, is incorporated by reference.
   
(g)(1)(i)
Amendments dated May 2, 2011, July 16, 2010, April 22, 2010, and October 26, 2009 to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed on December 13, 2011, as Exhibit (g)(1)(i) to Registrant's Post-Effective Amendment No. 32, is incorporated by reference.
   
(g)(1)(ii)
Amendment dated October 31, 2013, to the Mutual Fund Custody and Services Agreement, dated November 26, 2008, between Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust and The Bank of New York Mellon, filed 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 on April 20, 2015 as Exhibit (g)(1)(iv) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
   
(g)(1)(v)
Fourteenth Amendment dated October 30, 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 on February 12, 2016 as Exhibit (g)(1)(v) to Registrant's Post-Effective Amendment No. 53, is incorporated by reference.
   
(g)(1)(vi)
Fifteenth Amendment dated April 25, 2016, 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 29, 2016, as Exhibit (g)(1)(vi) to Registrant's Post-Effective Amendment No. 58, is incorporated by reference.
   
(g)(1)(vii)
Sixteenth Amendment dated October 28, 2016, 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 15, 2017, as Exhibit (g)(1)(vii) to Registrant's Post-Effective Amendment No. 61, is incorporated by reference.
   
(g)(1)(viii)
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 on April 20, 2015 as Exhibit (g)(2)(ii) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.


   
(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 on April 20, 2015 as Exhibit (h)(1)(i) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
   
(h)(1)(ii)
Transfer Agency Agreement dated April 1, 2015, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 20, 2015 as Exhibit (h)(1)(ii) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
   
(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 May 1, 2017, 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 on April 20, 2015 as Exhibit (m)(1)(i) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
   
(n)
Rule 18f-3 Multiple Class Plan, dated February 23, 2007, as revised June 15, 2016, for the Allianz Variable Insurance Products Trust, filed on July 18, 2016 as Exhibit 10(b) to Registrant's Initial Registration Statement on Form N-14 (File Nos. 333-212555 and 811-9491) is incorporated by reference.
   
(n)(i)
Revised Schedule A, dated January 1, 2017, to the Rule 18f-3 Multiple Class Plan, dated February 23, 2007, as revised June 15, 2016, for the Allianz Variable Insurance Products Trust, filed on February 15, 2017, as Exhibit (n)(i) to Registrant's Post-Effective Amendment No. 61, is incorporated by reference.
   
(p)(1)
Code of Ethics of Allianz Investment Management LLC, tenth amendment and restatement, effective November 1, 2014, filed on April 20, 2015 as Exhibit (p)(1) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
   
(p)(2)
Code of Ethics of Allianz Life Financial Services, LLC, dated August 21, 2007, filed on April 29, 2008, as Exhibit  (p)(2) to Registrant's Post-Effective Amendment No. 24, is  incorporated by reference.
   
(p)(3)
Code of Ethics of Allianz 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)(4)
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)(5)
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)(6)*
Code of Ethics of Dimensional Fund Advisors LP, as of January 1, 2017, filed herewith.
   
(p)(7)*
Code of Ethics of FIAM LLC (Fidelity Companies, dba Pyramis) as of 2017, filed herewith.
   
(p)(8)
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)(9)*
Code of Ethics of Metropolitan West Asset Management, LLC (TCW), as of March 13, 2017, filed herewith.
   
(p)(10)*
Code of Ethics of Morgan Stanley Investment Management, effective March 22, 2016, filed herewith.
   
(p)(11)*
Code of Ethics of T.Rowe Price Associates, Inc., effective March 12, 2017, filed herewith.
   
(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 November 1, 2016, filed herewith.
     * Filed herewith

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Company organizational chart is incorporated in this filing as Exhibit (r).
ITEM 30. INDEMNIFICATION
         The Trust's Agreement and Declaration of Trust provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except if it is determined in the manner specified in the Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in or not opposed to the best interests of the Trust or that such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties or, in a criminal proceeding, such Trustee or officers had reasonable cause to believe their conduct was unlawful. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers.
         Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by


the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

   
Registration No.
1.
Allianz Investment Management LLC (previously Allianz Life Advisers, LLC) - this  information  is included in Form ADV filed with the SEC by Allianz Life Advisers and is incorporated by reference herein.
801-60167
     
2.
BlackRock Advisors, LLC, - this information is in form ADV filed with the Form ADV filed with the SEC by BlackRock Advisors, LLC and is incorporated by reference herein.
801-47710
     
3.
BlackRock 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
     
4.
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
     
5.
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
     
6.
FIAM LLC (Pyramis Global Advisers ) - this information is included in Form ADV filed with the SEC by Fidelity Institutional Asset Management and is incorporated herein by reference.
801-63658
     
7.
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
     
8.
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
     
9.
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 
     
10.
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
     



ITEM 32. PRINCIPAL UNDERWRITER

(a)   Allianz Life Financial Services, LLC ("ALFS"), whose address is 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, serves as the Funds' distributor.
ALFS is affiliated with the Manager. ALFS acts a principal underwriter for the following investment companies:
Allianz Variable Insurance Products Fund of Funds Trust
Allianz Variable Insurance Products Trust
(b)
  Officers and Directors.
Name and Principal
Business Address*
Position with Underwriter
 
Thomas Burns
Governor, Chief Executive Officer, and Chief Manager
Michael J. Brandriet
Governor and President
Catherina A. Mahone
Governor
William E. Gaumond
Governor
Jennifer D. Presnell
Chief Financial Officer and Treasurer
Corey Walther
Vice President, Chief Compliance Officer
Jennifer Sosniecki
Money Laundering Prevention Officer
Kristine M. Lord-Krahn
Chief Legal Officer and Secretary
Tracy M. Haddy
Assistant Secretary

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

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

Allianz Investment Management LLC, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416
Allianz Life Financial Services, LLC, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416
Business Data Record Services, 201 9th Ave SW, New Brighton, MN 55112
Citi Fund Services Ohio, Inc., 4400 Easton Commons, Ste 200, Columbus, Ohio 43219
Sungard Investor Services LLC, 4400 Easton Commons, Ste 200, 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 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
FIAM LLC (dba Pyramis Global Advisors), 900 Salem Street, Smithfield, RI 02917
Gateway Investment Advisers, LLC, 312 Walnut St, Ste 3500, Cincinnati, OH 45202-9834
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
T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202,
                                                   4515 Painters Mill Road, Owings Mills, MD 21117

ITEM 34. MANAGEMENT SERVICES
         N/A

ITEM 35. UNDERTAKINGS
         N/A

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of Golden Valley, in the State of Minnesota on the 26th day of April, 2017.

                                          ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

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

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement of Allianz Variable Insurance Products Trust has been signed below by the following persons in the capacities indicated on April 26, 2017.

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/ Arthur C. Reeds III*
 
Trustee
Arthur C. Reeds III
   
     
/s/ Bashir C. Asad
 
Treasurer (principal financial and accounting officer)
Bashir C. Asad
   

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

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


EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 62
TO
FORM N-1A
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST



INDEX TO EXHIBITS


Exhibit
Description of Exhibit
(d)(9)
Amended and Restated Subadvisory Agreement -Allianz Life Investment Management LLC an FIAM LLC, dated 10-14-16.
(d)(9)(i)
Sub-Subadvisory Agreement - FIAM LLC and Geode Capital Management, LLC, dated 10-14-16
(h)(5)(i)
Revised Ex A to dtd 5-1-17Amended Expense Limitation Agmt
(i)
Opinion and Consent of Counsel
(j)
Consent of KPMG LLP (Independent Registered Public Accounting Firm)
(p)(6)
Dimensional COE 1-1-17
(p)(7)
Fidelity COE 2017
(p)(9)
Met West COE 3-13-17
(p)(10)
Morgan Stanley COE 3-22-16
(p)(11)
T Rowe Price COE 3-1-17
(r)
Company Organizational Chart


EX-99.D9 3 d9.htm AMENDED & RESTATED SUBADV AGMT 10-14-16
AMENDED AND RESTATED SUBADVISORY AGREEMENT


This Agreement is made as of the 14th day of October, 2016, by and between Allianz Investment Management LLC, a Minnesota limited liability company ("Manager"), and FIAM  LLC, a Delaware limited liability company ("Subadviser").

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

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

WHEREAS Manager and Subadviser (previously known as Pyramis Global Advisors, LLC) are parties to that Subadvisory Agreement, dated September 1, 2012, pursuant to which Subadviser provides investment advisory services to the Funds.

WHEREAS Manager and Subadviser desire to amend and restate such Subadvisory Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
(a)
Portfolio Management. Subject to supervision by Manager and the Funds' Board of Trustees (the "Board"), Subadviser shall have full discretion and authority to 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 (the "Investment Guidelines") 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. Except as otherwise required by applicable law or regulation, changes in the Investment Guidelines will be made only with the prior written consent of Subadviser, which consent shall not unreasonably be withheld, and will make due allowance, as the parties mutually agree, for the time that Subadviser will have within which to come into compliance with such amended Investment Guidelines.
1


Manager understands that the value of investments made for the Funds may increase as well as decrease, is not guaranteed and past performance is no guarantee of future results. Subadviser has not made and is not making any guarantees, including any guarantee as to any specific level of performance of the Funds or the performance of the Funds relative to any standard or index, including other clients of Subadviser. Manager acknowledges that each Fund is designed for the described investment objective and is not intended as a complete investment program and also understands that investment decisions made on behalf of the Fund by Subadviser are subject to various market and business risks

(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.  Except with respect to the Sub-Subadviser (as defined below), the 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.

Manager authorizes Subadviser to vote proxies for securities held in that portion of each of the Funds allocated to it by Manager (the "Allocated Assets") pursuant to Subadviser's policies and procedures and according to Subadviser's proxy voting guidelines, of which Manager hereby acknowledges receipt. Subadviser will maintain appropriate records regarding proxy voting for the Allocated Assets. Subadviser is authorized and directed to instruct the custodian to forward promptly to Subadviser copies of all proxies and shareholder communications relating to securities held in the Allocated Assets (other than materials relating to legal proceedings). Manager agrees that Subadviser will not be responsible with regard to the voting of proxies if Subadviser has not received such proxies or related shareholder communications on a timely basis. Subadviser has the authority to engage a service provider to assist with administrative functions related to voting proxies for the Allocated Assets.  Manager may obtain a copy of Subadviser's proxy voting policies and procedures and information about how Subadviser voted with respect to Fund securities by contacting Subadviser at the address and/or telephone number listed below.

(ii)
The Sub-Subadviser (as defined below) for the AZL Pyramis Multi-Strategy Fund will vote proxies for securities held in that portion of such Fund allocated to it by the Subadviser  pursuant to
2

Sub-Subadviser's policies and procedures and according to Sub-Subadviser's proxy voting guidelines, of which Manager hereby acknowledges receipt. Sub-Subadviser will maintain appropriate records regarding proxy voting for such assets. Sub-Subadviser is authorized and directed to instruct the custodian to forward promptly to Sub-Subadviser copies of all proxies and shareholder communications relating to securities held in the such Fund (other than materials relating to legal proceedings). Manager may obtain a copy of Sub-Subadviser's proxy voting policies and procedures and information about how Sub-Subadviser voted with respect to Fund securities by contacting Sub-Subadviser at the address and/or telephone number listed below.


Unless Subadviser otherwise agrees in writing, Subadviser will not advise or take any action on behalf of the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in, or formerly held in, the Funds, or involving the issuers of such securities. Subadviser will forward all proof of claim forms and related materials to the Fund's custodian or Manager upon receipt. Subadviser will not be liable for failure to file such forms. Subadviser will cooperate reasonably as requested by Manager or the custodian in any possible proceeding.



(iii)
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, provided, however, that Subadviser will be responsible to comply with restrictions on permitted investments set forth in applicable state insurance law only to the extent that notice of such restrictions have been communicated in writing to Subadviser; (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.

(iv) Portfolio Transactions.

(A)
Trading. With respect to the securities and other investments to be purchased or sold for the Funds,
3

Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Manager or Subadviser) as may be selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser's brokerage practices as disclosed in Subadviser's Form ADV; conform with federal securities laws; and be consistent with seeking best execution. Within the framework of this policy, Subadviser may, to the extent permitted by applicable law, consider the research provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser's other clients may be a party.

(B)
Aggregation of Trades.  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, as described in Subadviser's then-current Form ADV.

(v) 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 reasonably requested by Manager to meet its record keeping obligations generally set forth under Section 31 and related rules thereunder, (B) shall use reasonable efforts to render to the Board such periodic and special reports as the Board or Manager may reasonably request in writing, and (C) shall use reasonable efforts to 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.

(vi)
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
4


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 use reasonable efforts to timely provide to Manager (i) information and commentary for the Funds' annual and semi-annual reports, in a format mutually agreed between Manager and Subadviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets, 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 mutually agreed between Manager and Subadviser 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 use reasonable efforts to 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 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
5

(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 who will use it only for the purpose for which the Confidential Information was provided to that party.  Notwithstanding the above, Subadviser may share Confidential Information related to the Fund with a sub-subadviser to such Fund.  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 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, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an "investment adviser" to the Fund within the meaning of the 1940 Act unless otherwise consented to by the Manager, subject to approval of the Board of Trustees of Fund, to the extent required by the 1940 Act.  Subadviser shall remain liable to Manager for the performance of Subadviser's obligations hereunder and for the acts and omission of such other person, and Manager shall not be responsible for any fees that any such person may charge to Subadviser for such services. Subadviser is authorized to engage affiliates to provide accounting and/or other administrative services related to the Funds.
6


The Manager hereby consents to, and represents that the Board of Trustees has approved, the Subadviser's subdelegation of its investment management duties with respect to a designated portion of the AZL Pyramis Multi-Strategy Fund, pursuant to that Sub-Subadvisory Agreement between the Subadviser and Geode Capital Management, LLC (the "Sub-Subadviser").

(g)
Custody of Securities. The Funds have retained a custodian to hold securities and other investments in accordance with Section 17(f) under the 1940 Act and the rules thereunder. Subadviser will not, and nothing herein will be construed to permit Subadviser to, have "custody" (as defined in the Advisers Act) of the Allocated Assets. Manager agrees to notify Subadviser in writing of a change of the Funds' custodian. Manager agrees that Subadviser will not be liable for any act or omission of the custodian, except to the extent that such act or omission is taken at the direction of Subadviser. All costs related to the services of the custodian will be paid by the Funds. Manager will advise the Funds' custodian of the Funds' retention of Subadviser and will instruct and direct the custodian to comply with and honor requests and instructions of Subadviser made or given in connection with the exercise of the authority granted to Subadviser in this Agreement.

2.
Manager's Duties; Subadviser'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.  Subadviser shall oversee and review Sub-Subadviser's performance of its duties under any sub-subadvisory agreement.

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

4.
Compensation of Subadviser.  Subadviser will bear all expenses that it incurs in connection with the performance of its services under this Agreement, which expenses shall not include brokerage fees or commissions in connection with the effectuation of securities transactions for the Funds.  For the services provided
7

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. Subadviser will pay the Sub-Subadviser for its services as agreed to in any sub-subadvisory agreement.


5.
Representations of Subadviser.  Subadviser represents and warrants as follows:

(a)
Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act, and the rules thereunder, and will provide promptly notice of any material violations relating to any of the Funds to Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Manager and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or in the event that Subadviser or any of its affiliates becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority that is substantially likely to result in disqualification under Section 9(a).  Subadviser further agrees to notify Manager and the Funds promptly of any material fact known to Subadviser concerning Subadviser that is not contained in the Funds' Registration Statement, or any amendment or supplement to any Fund prospectus or SAI, but that is required to be disclosed therein, and of any material statement contained therein that becomes untrue in any material
8

respect.

(b)
Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Manager with a copy of the code of ethics.  Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation.



(c)
Subadviser has provided Manager with a copy of its current Form ADV Parts 2A and 2B as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Manager.

(d)
Subadviser will promptly notify Manager of any changes in its controlling shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Funds or the Subadviser's Chief Executive Officer or President, or Chief  Investment Officer, or if there is otherwise a change in control or management of Subadviser.  For purposes of this section "control" shall have the same meaning as under the 1940 Act.
.
(e)
Unless required under applicable law, Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

6. Representations of Manager.  Manager represents and warrants as follows:

(a)
Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement or the Management Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement or the Management Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Subadviser of the occurrence of any event that would disqualify Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(b)
Unless required by applicable law, Manager agrees that neither it nor any
9

of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser, which consent shall not be unreasonably withheld.
(c)
Manager and the Trust have duly entered into the Management Agreement pursuant to which the Trust authorized Manager to enter into this Agreement.  Shareholders of the Funds have approved this Agreement or are not required to approve this Agreement under applicable law.

7. Liability and Indemnification.

(a)
Subadviser agrees to perform faithfully the services required to be rendered by Subadviser under this Agreement, but nothing herein contained shall make Subadviser or any of its affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, agents, or assignees (collectively, "Subadviser Parties") liable for any loss sustained by the Funds, Manager, or their respective affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, agents, assignees, or shareholders (collectively, "Fund Parties"), or any other person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund Parties, or any other person to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.  Nothing in this Agreement shall protect Subadviser from any liabilities that it may have under the Securities Act of 1933, as amended, (the "1933 Act"), the 1940 Act, or the Advisers Act.  Subadviser does not warrant that the portion of the assets of each of the Funds managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective.

Subadviser will have no responsibility with respect to any assets of the Funds other than the Allocated Assets. Subadviser also will not be responsible for any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer, the custodian or any other third party or authorized representative with respect to the Funds; provided, however, that Subadviser will be responsible for the acts and omissions of a broker or dealer or other third party selected by Subadviser if Subadviser's selection or supervision of such broker or dealer or other third party constitutes willful misfeasance, bad faith, or gross negligence in the performance of Subadviser's  duties or reckless disregard of Subadviser's obligations and duties under this Agreement. Subadviser will have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from Manager or any authorized representative thereof, and Manager agrees to indemnify Subadviser and hold it harmless from any losses or liabilities incurred as a result of Subadviser acting in good faith on the basis
10

of such instructions.

(b)
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser Parties shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Funds, Manager, their respective officers, directors, or shareholders, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Funds, except that, subject to paragraph (a) above, nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the 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 losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated
11

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 section, except to the extent that such Indemnifying Party is damaged as a result of the failure to give such notice.  The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel
12

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

8. Duration and Termination.

(a)
Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act.  Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each with respect to any Fund, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds.

(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 a reasonable period 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 a reasonable
13

period 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 hereby consents to the Funds' use of the Fund names set out in Schedule A hereto. Subadviser hereby grants to Manager and the Funds during the term of this Agreement the right and license to use Subadviser's name and registered and unregistered trademarks, service marks and logos as part of the Funds' names and in the marketing of the Funds. Manager agrees to furnish to Subadviser at its principal office all marketing materials, prospectuses, proxy statements and reports to shareholders prepared for distribution to shareholders of the Funds, which refer to Subadviser in any way.

(b)
Subadviser shall not use the names of the Funds, Manager or any of their affiliates in any material relating to Subadviser in any manner not approved prior thereto by Manager; provided however, that Manager shall approve all uses of its or the Funds' names which merely refer in accurate terms to the appointment of Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld.



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. Manager and Subadviser each acknowledges its consent to electronic delivery, including via email or facsimile, of any documents or materials required and/or provided by one to the other related to services provided under this Agreement. Either party may revoke this consent and request any such documents or materials to be mailed, in lieu of electronic delivery, at any time upon reasonable notice to
14

the other.
Subadviser:

FIAM LLC
900 Salem Street, OT3N1
Smithfield, RI  02917
Attention:  Casey Condron, SVP Head of Relationship Management
Fax: 617-872-5601
Email:  Casey.Condron@fmr.com

with a copy to:

Fidelity Investments
200 Seaport Blvd., ZW9A
Boston, MA  02210
Attention:  Andre Baynes, Senior Legal Counsel
Tel:  617-563-8018
617-385-2734

Sub-SubAdviser:
Geode Capital Management
One Post Office Square
Boston, MA 02109
Attention:  Joseph Ciardi, Chief Compliance Officer
Tel: 617-563-2459
Fax: 617-850-8137

With a copy to:
Geode Capital Management
One Post Office Square, 20th Floor
Boston, MA 02109
Attention: Matthew Nevins
Tel: 617 563-4469

Manager:

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

with a copy to:

Erik T. Nelson, Chief Legal Officer
15


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

12.
Amendments.  This Agreement may be amended by mutual agreement in writing, subject to approval by the Board and the Funds' shareholders to the extent required by the 1940 Act.

13.
Assignment.  Subadviser shall not make an assignment of this Agreement (as defined in the 1940 Act) without the prior written consent of the Funds and Manager.  Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

14.
Governing Law.  This Agreement, and, in the event of termination of the Agreement, those sections that survive such termination of the Agreement under Section 8, shall be governed by the laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act.  To the extent that the laws of the State of Minnesota, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

15.
Entire Agreement.  This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof, including that Subadvisory Agreement dated September 1, 2012.

16.
Severability.  Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those sections that survive such termination of the Agreement under Section 8, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

17.
Interpretation.  Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act.  Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or
16


order.

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

19.
Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one instrument.

20.
Authorization.  Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

21.
Rule 206(4)-5.  Manager agrees to provide to Subadviser, as Subadviser may reasonably request, or as otherwise required by Rule 206(4)-5 under the Advisers Act, (i) certification that the Funds are not Covered Investment Pools, as defined in Rule 206(4)-5(f)(3), or (ii) in the event that a Fund becomes a Covered Investment Pool, a list of the Government Entities invested in the Fund.



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

ALLIANZ INVESTMENT
MANAGEMENT LLC FIAM LLC


By:  /s/ Brian J. Muench                    By:  /s/ Casey M. Condron 


Name: Brian J. Muench  Name:  Casey M. Condron 


Title:  President Title:  SVP, Head of Institutional Sales
17

SCHEDULE A

Funds:
AZL Pyramis Total Bond Fund
AZL Pyramis Multi-Strategy Fund

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

AZL Pyramis Total Bond Fund

Average Daily Net Assets* Rate
First $100 million 0.25%
Next $400 million 0.18%
Over $500 million 0.13%

AZL Pyramis Multi-Strategy Fund**

Average Daily Net Assets* Rate
First $200 million 0.25%
Next $200 million 0.20%
Over $400 million             0.15%

Minimum account size: $100 million
Minimum annual fee: $250,000

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

*When average daily net assets exceed the first breakpoint, multiple rates will apply, resulting in a blended rate, e.g. if average daily net assets in the AZL Pyramis Total Bond Fund are $600 million, a rate of 25 bps would apply to $100 million, a rate of 18 bps would apply to $400 million, and a rate of 13 bps would apply to the remaining $100 million.

**The Subadviser will apply a 20% relationship discount to the entire AZL Pyramis Multi-Strategy Fund, contingent on Allianz maintaining a minimum of $100M of assets in the existing AZL Pyramis Total Bond Fund.  The relationship discount only applies to the AZL Pyramis Multi-Strategy Fund, not the AZL Pyramis Total Bond Fund.

Date:  October 14, 2016

18
EX-99.D9I 4 d9i.htm SUB-SUBADVISORY AGMT FIAM, GEODE 10-14-16
SUB-SUBADVISORY AGREEMENT


This Agreement is made as of the 14th day of October, 2016, by and between FIAM LLC, a Delaware limited liability company ("Subadviser") and Geode Capital Management, LLC, a Delaware limited liability company (Sub-Subadviser").

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

WHEREAS Allianz Investment Management LLC, a Minnesota limited liability company ("Manager")  has entered into an investment management agreement (the "Management Agreement") with the Funds pursuant to which Manager provides investment advisory services to the Funds in accordance with the terms and conditions set forth in this Agreement.

WHEREAS Manager has entered into a subadvisory agreement (the "Subadvisory Agreement") with the Subadviser pursuant to which Subadviser provides investment advisory services to the Funds in accordance with the terms and conditions set forth in the Subadvisory Agreement.

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

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Sub-Subadviser's Duties.
(a)
Portfolio Management. Subject to supervision by Subadviser, the Manager and the Funds' Board of Trustees (the "Board"), Sub-Subadviser shall have full discretion and authority to manage the investment operations and the composition of that portion of assets of each of the Funds which is allocated to Sub-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 (the "Investment Guidelines") 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. For the avoidance of doubt, all of Sub-Subadviser's obligations under this Agreement with respect to the Fund shall be solely for that portion of such Fund for which portfolio
1


management responsibility is allocated to the Sub-Subadviser from time to time. Except as otherwise required by applicable law or regulation, changes in the Investment Guidelines will be made only with the prior written consent of Sub-Subadviser, which consent shall not unreasonably be withheld, and will make due allowance, as the parties mutually agree, for the time that Sub-Subadviser will have within which to come into compliance with such amended Investment Guidelines.


Subadviser understands that the value of investments made for the Funds may increase as well as decrease, is not guaranteed and past performance is no guarantee of future results. Sub-Subadviser has not made and is not making any guarantees, including any guarantee as to any specific level of performance of the Funds or the performance of the Funds relative to any standard or index, including other clients of Sub-Subadviser. Subadviser acknowledges that each Fund is designed for the described investment objective and is not intended as a complete investment program and also understands that investment decisions made on behalf of the Fund by Sub-Subadviser are subject to various market and business risks

(i)
Investment Decisions.  Sub-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 Subadviser, and what portion of such assets will be invested or held uninvested as cash.  With the exception of the AZL Pyramis Multi-Strategy Fund, the Sub-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.

Subadviser authorizes Sub-Subadviser to vote proxies for securities held in that portion of each of the Funds allocated to it by Subadviser (the "Allocated Assets") pursuant to Sub-Subadviser's policies and procedures and according to Sub-Subadviser's proxy voting guidelines, of which Subadviser hereby acknowledges receipt. Sub-Subadviser will maintain appropriate records regarding proxy voting for the Allocated Assets. Sub-Subadviser is authorized and directed to instruct the custodian to forward promptly to Sub-Subadviser copies of all proxies and shareholder communications relating to securities held in the Allocated Assets (other than materials relating to legal proceedings). Subadviser agrees that Sub-Subadviser will not be responsible with regard to the voting of proxies if Sub-Subadviser has not received such proxies or related shareholder communications on a timely basis. Sub-Subadviser has the authority to engage a service provider to assist with administrative
2

functions related to voting proxies for the Allocated Assets.  Subadviser may obtain a copy of Sub-Subadviser's proxy voting policies and procedures and information about how Sub-Subadviser voted with respect to Fund securities by contacting Sub-Subadviser at the address and/or telephone number listed below.



Unless Sub-Subadviser otherwise agrees in writing, Sub-Subadviser will not advise or take any action on behalf of the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in, or formerly held in, the Funds, or involving the issuers of such securities. Sub-Subadviser will forward all proof of claim forms and related materials to the Fund's custodian or Subadviser upon receipt. Sub-Subadviser will not be liable for failure to file such forms. Sub-Subadviser will cooperate reasonably as requested by Subadviser or the custodian in any possible proceeding.



(ii)
Investment Limits. In the performance of its duties and obligations under this Agreement, Sub-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 Subadviser and of the Board communicated to Sub-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, provided, however, that Sub-Subadviser will be responsible to comply with restrictions on permitted investments set forth in applicable state insurance law only to the extent that notice of such restrictions have been communicated in writing to Sub-Subadviser; (D) the procedures and standards set forth in, or established in accordance with, the Management Agreement and/or the Subadvisory Agreement to the extent communicated to Sub-Subadviser in writing; and (E) any policies and procedures of Sub-Subadviser communicated to the Funds and/or Subadviser.

(iii) Portfolio Transactions.

(A)
Trading. With respect to the securities and other investments to be purchased or sold for the Funds, Sub-Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are
3

affiliated with Subadviser or Sub-Subadviser) as may be selected by Sub-Subadviser; provided, however, that such orders shall be consistent with Sub-Subadviser's brokerage practices as disclosed in Sub-Subadviser's Form ADV; conform with federal securities laws; and be consistent with seeking best execution. Within the framework of this policy, Sub-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 Sub-Subadviser's other clients may be a party.

(B)
Aggregation of Trades.  On occasions when Sub-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 Sub-Subadviser, Sub-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, Sub-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 Sub-Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients, as described in Sub-Subadviser's then-current Form ADV.

(iv)
Records and Reports.
Sub-Subadviser (A) shall maintain such books and records as are required based on the services provided by Sub-Subadviser pursuant to this Agreement under the 1940 Act and as are reasonably requested by Subadviser to meet its record keeping obligations generally set forth under Section 31 and related rules thereunder, (B) shall use reasonable efforts to render to the Board such periodic and special reports as the Board or Subadviser may reasonably request in writing, and (C) shall use reasonable efforts to meet with any persons at the request of Subadviser or the Board for the purpose of reviewing Sub-Subadviser's performance under this Agreement at reasonable times and upon reasonable advance written notice.

(v)
Transaction Reports. On each business day Sub-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
4


Funds' administrator to perform their respective duties with respect to the Funds, and shall provide Subadviser with such information upon Subadviser's request.

(b)
Compliance Program and Ongoing Certification(s).  As requested, Sub-Subadviser shall use reasonable efforts to timely provide to Subadviser (i) information and commentary for the Funds' annual and semi-annual reports, in a format mutually agreed between Subadviser and Sub-Subadviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets, 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 Sub-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 Sub-Subadviser and the Sub-Subadviser's management of the Funds, in a format mutually agreed between Subadviser and Sub-Subadviser 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 Sub-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 Sub-Subadviser's compliance program, in a format reasonably requested by Subadviser.

(c)
Maintenance of Records.  Sub-Subadviser shall use reasonable efforts to timely furnish to Subadviser all information relating to Sub-Subadviser's services hereunder which are needed by Subadviser to maintain the books and records of the Funds required under the 1940 Act.  Sub-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 Sub-Subadviser and Subadviser.  Sub-Subadviser agrees that all records that it maintains for the Funds are the property of the Funds and Sub-Subadviser will surrender promptly to the Funds any of such records upon the Funds' request; provided, however, that Sub-Subadviser may retain a copy of such records.  Sub-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.  Sub-Subadviser will provide the Funds with periodic written certifications that, with respect to its activities on
5

behalf of the Funds, Sub-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, Sub-Subadviser, or Subadviser, including portfolio holdings of the Funds or other portfolio managed by Subadviser or Sub-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 Sub-Subadviser that Sub-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 who will use it only for the purpose for which the Confidential Information was provided to that party.  Notwithstanding the above, Sub-Subadviser may share Confidential Information related to the Fund with a subadviser to such Fund.  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 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, Sub-Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an "investment adviser" to the Fund within the meaning of the 1940 Act unless otherwise consented to by the Subadviser to the Fund and, as appropriate, the Board of the Fund.  Sub-Subadviser shall remain liable to Subadviser for the performance of Sub-Subadviser's obligations hereunder and for the acts and omission of such other person, and Subadviser shall not be responsible for any fees that any such person may charge to Sub-Subadviser for such services. Sub-Subadviser is authorized to engage affiliates to provide accounting and/or other administrative services related to the Funds.
6

(g)
Custody of Securities. The Funds have retained a custodian to hold securities and other investments in accordance with Section 17(f) under the 1940 Act and the rules thereunder. Sub-Subadviser will not, and nothing herein will be construed to permit Sub-Subadviser to, have "custody" (as defined in the Advisers Act) of the Allocated Assets. If not communicated by the Fund or Manager, Subadviser agrees to notify Sub-Subadviser in writing of a change of the Funds' custodian. Subadviser agrees that Sub-Subadviser will not be liable for any act or omission of the custodian, except to the extent that such act or omission is taken at the direction of Sub-Subadviser. All costs related to the services of the custodian will be paid by the Funds. If not communicated by the Fund or Manager, Subadviser will advise the Funds' custodian of the Funds' retention of Sub-Subadviser and will instruct and direct the custodian to comply with and honor requests and instructions of Sub-Subadviser made or given in connection with the exercise of the authority granted to Sub-Subadviser in this Agreement.

2.
Subadviser's Duties.  Subadviser shall oversee and review Sub-Subadviser's performance of its duties under this Agreement.  Subadviser 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 Sub-Subadviser as provided in Section 1(a) hereof or to any other subadviser.  If not provided by the Manager or the Fund, Subadviser will periodically provide to Sub-Subadviser a list of the affiliates of Subadviser or the Funds (other than affiliates of Sub-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 (Sub-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 Sub-Subadviser.  Subadviser has delivered or will deliver to Sub-Subadviser current copies and supplements thereto of the Funds' Prospectus and SAI, and will promptly deliver to it all future amendments and supplements, if any.

4.
Compensation of Sub-Subadviser.  Sub-Subadviser will bear all expenses that it incurs in connection with the performance of its services under this Agreement, which expenses shall not include brokerage fees or commissions in connection with the effectuation of securities transactions for the Funds.  For the services provided and the expenses assumed pursuant to this Agreement, Subadviser will pay to Sub-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 Sub-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
7

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 Sub-Subadviser, the value of the Funds' average daily assets allocated to Sub-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 Sub-Subadviser.  Sub-Subadviser represents and warrants as follows:

(a)
Sub-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 Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser and the Funds of the occurrence of any event that would disqualify Sub-Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or in the event that Sub-Subadviser or any of its affiliates becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority that is substantially likely to result in disqualification under Section 9(a).  Sub-Subadviser further agrees to notify Subadviser and the Funds promptly of any material fact known to Sub-Subadviser concerning Sub-Subadviser that is not contained in the Funds' Registration Statement, or any amendment or supplement to any Fund prospectus or SAI, but that is required to be disclosed therein, and of any material statement contained therein that becomes untrue in any material respect.

(b)
Sub-Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Subadviser 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
8

duly authorized officer of Sub-Subadviser shall certify to Subadviser that Sub-Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Sub-Subadviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation.



(c)
Sub-Subadviser has provided Subadviser with a copy of its current Form ADV Parts 2A and 2B as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Subadviser.

(d)
Sub-Subadviser will promptly notify Subadviser 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 Sub-Subadviser's Chief Executive Officer or President, or Chief  Investment Officer, or if there is otherwise a change in control or management of Sub-Subadviser.  For purposes of this section "control" shall have the same meaning as under the 1940 Act.
.
(e)
Unless required under applicable law, Sub-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 Subadviser, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser.

6. Representations of Subadviser.  Subadviser represents and warrants as follows:

(a)
Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement or the Subadvisory 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 SubadvisoryAgreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Sub-Subadviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(b)
Unless required by applicable law, Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Sub-Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Sub-Subadviser, which consent shall not be unreasonably withheld.
9


(c)
Manager and the Trust have duly entered into the Management Agreement pursuant to which the Trust authorized Manager to enter into the Subadvisory Agreement.  Subadviser and the Manager have duly entered into the Subadvisory Agreement pursuant to which the Trust authorized Subadviser to enter into this Agreement.  Shareholders of the Funds have approved all such agreements or are not required to approve these agreements under applicable law.

7. Liability and Indemnification.

(a)
Sub-Subadviser agrees to perform faithfully the services required to be rendered by Sub-Subadviser under this Agreement, but nothing herein contained shall make Sub-Subadviser or any of its affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, agents, or assignees (collectively, "Sub-Subadviser Parties") liable for any loss sustained by the Funds, Subadviser, 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 Sub-Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Sub-Subadviser against liability to the Fund Parties, or any other person to which Sub-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 Sub-Subadviser from any liabilities that it may have under the Securities Act of 1933, as amended, (the "1933 Act"), the 1940 Act, or the Advisers Act.  Sub-Subadviser does not warrant that the portion of the assets of each of the Funds managed by Sub-Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective.

Sub-Subadviser will have no responsibility with respect to any assets of the Funds other than the Allocated Assets. Sub-Subadviser also will not be responsible for any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer, the custodian or any other third party or authorized representative with respect to the Funds; provided, however, that Sub-Subadviser will be responsible for the acts and omissions of a broker or dealer or other third party selected by Sub-Subadviser if Sub-Subadviser's selection or supervision of such broker or dealer or other third party constitutes willful misfeasance, bad faith, or gross negligence in the performance of Sub-Subadviser's  duties or reckless disregard of Sub-Subadviser's obligations and duties under this Agreement. Sub-Subadviser will have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from Subadviser or any authorized representative thereof, and Subadviser agrees to indemnify Sub-Subadviser and hold it harmless from any
10

losses or liabilities incurred as a result of Sub-Subadviser acting in good faith on the basis of such instructions.

(b)
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Sub-Subadviser Parties shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Funds, Subadviser, 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 Subadviser Indemnitees") as a result of any error of judgment or mistake of law by Sub-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 Sub-Subadviser for, and Sub-Subadviser shall indemnify and hold harmless the Funds and Subadviser Indemnitees against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and 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 Sub-Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Sub-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 Sub-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 Subadviser or the Funds by the Sub-Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Sub-Subadviser; provided, however, that the Fund and Subadviser 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 Sub-Subadviser may rely upon information furnished to it by Subadviser that it reasonably believes to be accurate and reliable.  The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights that Subadviser may have under any securities laws.

(c)
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser and the Funds shall not be liable for any losses,
11

claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Sub-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, "Sub-Subadviser Indemnitees") as a result of any error of judgment or mistake of law by the Trust or Subadviser 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 Subadviser for, and Subadviser shall indemnify and hold harmless the Sub-Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Sub-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 Subadviser 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 Sub-Subadviser and was made in reliance upon written information furnished to Subadviser or the Funds by a Sub-Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Subadviser or the Funds; provided, however, that the Sub-Subadviser Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of Sub-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 Subadviser may rely upon information furnished to it by Sub-Subadviser that it reasonably believes to be accurate and reliable.

(d)
After receipt by Subadviser, the Funds, or Sub-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 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
12

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

8. Duration and Termination.

(a)
Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act.  Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each with respect to any Fund, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds.

(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 Sub-Subadviser.  This Agreement may also be terminated, without the payment of any penalty, by Subadviser (i) upon 60 days' written notice to Sub-Subadviser; (ii) upon material breach by Sub-Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within a reasonable period after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Subadviser, Sub-Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Sub-Subadviser or other circumstances that could adversely affect the Funds or Subadviser. Sub-
13

Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days' written notice to Subadviser; or (2) upon material breach by Subadviser of any representations and warranties set forth in the Agreement, if such breach has not been cured within a reasonable period after written notice of such breach.  This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or by termination of the Subadvisory Agreement, 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 Sub-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.
Sub-Subadviser's Services Are Not Exclusive.  Nothing in this Agreement shall limit or restrict the right of Sub-Subadviser or Sub-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 Sub-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 Sub-Subadviser.

(a)
Sub-Subadviser hereby consents to the Funds' use of the Fund names set out in Schedule A hereto. Sub-Subadviser hereby grants to Subadviser and the Funds during the term of this Agreement the right and license to use Sub-Subadviser's name and registered and unregistered trademarks, service marks and logos as part of the Funds' names and in the marketing of the Funds. Subadviser agrees to furnish to Sub-Subadviser at its principal office all marketing materials, prospectuses, proxy statements and reports to shareholders prepared for distribution to shareholders of the Funds, which refer to Sub-Subadviser in any way.



(b)
Sub-Subadviser shall not use the names of the Funds, Subadviser or any of their affiliates in any material relating to Sub-Subadviser in any manner not approved prior thereto by Subadviser; provided however, that Subadviser shall approve all uses of its or the Funds' names which merely refer in accurate terms to the appointment of Sub-Subadviser hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld.
14


11.
Notices. Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other. Subadviser and Sub-Subadviser each acknowledges its consent to electronic delivery, including via email or facsimile, of any documents or materials required and/or provided by one to the other related to services provided under this Agreement. Either party may revoke this consent and request any such documents or materials to be mailed, in lieu of electronic delivery, at any time upon reasonable notice to the other.
Subadviser:

FIAM LLC
900 Salem Street, OT3N1
Smithfield, RI  02917
Attention:  Casey Condron, SVP Head of Relationship Management
Fax: 617-872-5601
Email:  Casey.Condron@fmr.com

with a copy to:

Fidelity Investments
200 Seaport Blvd., ZW9A
Boston, MA  02210
Attention:  Andre Baynes, Senior Legal Counsel
Tel:  617-563-8018
617-476-7607

Sub-Subadviser:

Geode Capital Management, LLC
1 Post Office Square, 20th Floor
Boston, MA 02109
Attention:  Chief Operating Officer
Tel:  617-563-3499
Fax:  617-476-6389
Email:  jeffrey.miller@geodecapital.com

with a copy to:

Geode Capital Management, LLC
1 Post Office Square, 20th Floor
Boston, MA 02109
Attention:  General Counsel
Tel:  617-563-4469
Fax:  617-476-6389
Email:  matt.nevins@geodecapital.com
15



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.  Sub-Subadviser shall not make an assignment of this Agreement (as defined in the 1940 Act) without the prior written consent of the Funds and Subadviser.  Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Subadviser or Sub-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 Commonwealth of Massachusetts, 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 Commonwealth of Massachusetts, 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 SEC validly issued pursuant to the 1940 Act.  Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

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

19.
Counterparts.  This Agreement may be executed in counterparts, each of which
16

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.

21.
Rule 206(4)-5.  Subadviser agrees to provide to Sub-Subadviser, as Sub-Subadviser may reasonably request, or as otherwise required by Rule 206(4)-5 under the Advisers Act, and if provided to Subadviser by the Fund, (i) certification that the Funds are not Covered Investment Pools, as defined in Rule 206(4)-5(f)(3), or (ii) in the event that a Fund becomes a Covered Investment Pool, a list of the Government Entities invested in the Fund.






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

GEODE CAPITAL
MANAGEMENT, LLC FIAM LLC


By:  /s/ Jeffrey S. Miller  By:  /s/ Casey M. Condron


Name:  Jeffrey S. Miller  Name:  Casey M. Condron 


Title:  COO  Title:  SVP, Head of Institutional Sales
17

SCHEDULE A


Fund:


Geode equity strategy of the AZL Pyramis Multi-Strategy Fund

Average Daily Net Assets* Rate


First $500 million 0.15%
Next $500 million 0.125%
Over $1 billion 0.10%

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

Date:  October 14, 2016

18
EX-99.H5I 5 h5i.htm REVISED EX A TO EXP LIM AGMT DTD 5-1-17

REVISED EXHIBIT A
To the Amended Expense Limitation Agreement Dated May 1, 2007, between Allianz Variable Insurance Products Trust and Allianz Investment Management LLC (formerly Allianz Life Advisers, LLC).
Not withstanding section 3 (Term and Termination of Agreement), the Amended Expense Limitation Agreement may not be terminated prior to April 30, 2018.  The Operating Expense Limit for each Fund is as follows:
Name of FundExpense Limitation
AZL BlackRock Global Allocation Fund 1.19%
AZL DFA 5-Year Global Fixed Income Fund
Class 1 shares 0.70%
Class 2 shares 0.95%
AZL DFA Emerging Markets Core Equity Fund 1.50%
AZL DFA International Core Equity Fund 1.39%
AZL DFA U.S. Core Equity Fund1.20%
AZL DFA U.S. Small Cap Fund1.35%
AZL Enhanced Bond Index Fund
Class 1 shares 0.45%
Class 2 shares 0.70%
AZL Gateway Fund 1.25%
AZL Government Money Market Fund 0.87%
AZL International Index Fund
Class 1 shares 0.52%
Class 2 shares 0.77%
AZL MetWest Total Return Bond Fund
0.91%
AZL Mid Cap Index Fund
Class 1 shares 0.46%
Class 2 shares 0.71%
AZL Moderate Index Strategy Fund0.20%
AZL Morgan Stanley Global Real Estate Fund
Class 1 shares 1.10%
Class 2 shares 1.35%
Name of FundExpense Limitation
AZL MSCI Emerging Markets Equity Index Fund
Class 1 shares 0.85%
Class 2 shares 1.10%
AZL MSCI Global Equity Index Fund
Class 1 shares 0.55%
Class 2 shares 0.80%
AZL Pyramis Multi-Strategy Fund
Class 1 shares 0.46%
Class 2 shares 0.71%
AZL Pyramis Total Bond Fund
Class 1 shares 0.70%
Class 2 shares 0.95%
AZL Russell 1000 Growth Index Fund
Class 1 shares 0.59%
Class 2 shares 0.84%
AZL Russell 1000 Value Index Fund
Class 1 shares 0.59%
Class 2 shares 0.84%
AZL S&P 500 Index Fund
Class 1 shares 0.46%
Class 2 shares 0.71%
AZL Small Cap Stock Index Fund
Class 1 shares 0.46%
Class 2 shares 0.71%
AZL T. Rowe Price Capital Appreciation Fund 1.20%

Acknowledged:
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
By:      /s/ Darin Egbert 
Name: Darin Edbergt
Title:  Vice President, Investments
ALLIANZ INVESTMENT MANAGEMENT LLC
By:      /s/ Brian Muench
Name: Brian Muench
Title:  President
Updated:  05/01/2017


 
EX-99.I 6 icounselopinion.htm COUNSEL OPINION


Exhibit No. 28(i)


Allianz Variable Insurance Products Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
 
Dear Sir/Madam:
Reference is made to Post-Effective Amendment Number 62 to the Registration Statement on Form N-1A (file No. 333-83423) which you will file with the Securities and Exchange Commission pursuant to the Securities Act of 1933 for the purpose of the registration for sale by the Allianz Variable Insurance Products Trust (the "Trust") of an indefinite number of shares of beneficial interest of the six (6) series thereof (collectively, the "Funds"), which are covered by said Registration Statement.
We are familiar with the proceedings to date with respect to the proposed sale by the Trust and the Funds, and have examined such records, documents and matters of law and have satisfied ourselves as to such matters of fact as we consider relevant for the purposes of this opinion.
We are of the opinion that:
(a) the Trust is a legally organized statutory trust under Delaware law; and
(b)
the shares of beneficial interest to be sold by the six (6) Funds will be legally issued, fully paid and nonassessable when issued and sold upon the terms and in the manner set forth in said Registration Statement.
We consent to the reference to this firm under the caption "Management of the Trust – Legal Counsel" in the Statement of Additional Information, and to the use of this opinion as an exhibit to the Registration Statement.
Dated:   April 13, 2017
Very truly yours,


/s/ Dorsey & Whitney LLP


Dorsey & Whitney LLP


JVH/MJR




EX-99.J 7 jauditorconsent.htm CONSENT OF KPMG LLP-INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Consent of Independent Registered Public Accounting Firm

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

We consent to the use of our reports, dated February 24, 2017, with respect to the financial statements of each of the funds in the Allianz Variable Insurance Products Trust, incorporated by reference herein, and to the references to our firm under the headings "Financial Highlights" in the Prospectuses and "Independent Registered Public Accounting Firm" in the Statements of Additional Information.

/s/ KPMG LLP

Columbus, Ohio
April 24, 2017


EX-99.P6 8 p6coe.htm COE-DIMENSIONAL 1-1-17
DIMENSIONAL

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


David Booth and Eduardo Repetto

US_22035.4

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TABLE OF CONTENTS
Standard of Conduct
3
Reporting Code Violations
3
Code of Ethics
4
Who is subject to the Code of Ethics?
4
Covered Accounts
4
New Accounts
4
Non-Reportable Accounts
4
Personal Securities Transactions
5
Private Placements
6
Reportable Transactions (transactions which do not require pre-clearance, but must be reported)
6
Personal Trading Restrictions and Prohibited Activities
6
Certification Requirements
7
Reporting Requirements
8
Summary of Reporting Obligations
8
Sanctions
8
Communications with Disinterested Trustees and Outside Directors
9
Japan Supplement
9
Outside Activities
9
Guidelines
9
Approval Process
10
Gifts and Business Entertainment
10
Gifts
10
Business Entertainment
11
Political Contributions
12
Other Policy Highlights
13
   
Policy Against Bribery and Corruption
13
Privacy Policies
13
Glossary of Terms
14

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STANDARD OF CONDUCT
All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensional's Code of Ethics (the "Code") is designed to help ensure that our actions are consistent with these high standards.
The Code has been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:
·
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·
full, fair, accurate, timely and understandable disclosure in reports and documents filed with relevant global regulatory agencies and in other public communications made by Dimensional;
·
compliance with applicable governmental laws, rules, and regulations;
·
the prompt internal reporting of violations of the Code to the Global Chief Compliance Officer ("Global CCO") and the Deputy Chief Compliance Officer ("Designated Officer"); and
·
accountability for adherence to the Code.
Adherence to the Code is a basic condition of employment. Whether or not a specific situation is addressed, you must conduct yourself in accordance with its general principles and in a manner that is designed to avoid any actual or potential conflicts of interest. Failure to comply could result in disciplinary action, up to and including termination.
Reporting Code Violations
Dimensional is committed to fostering a culture of compliance. If you have any questions or concerns, or become aware of a violation or potential violation of the Code, you are required to report the matter to one of the following:
·
The Global CCO and/or Designated Officer
·
General Counsel or
·
a member of the Ethics Committee
The Global CCO will receive reports on all violations of the Code reported to a Designated Officer and/or a member of the Ethics Committee.
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You have the option of reporting compliance-related matters on a confidential basis through the Compliance Reporting System ("CRS"), or by email at Compliance@dimensional.com.
Retaliation against any employee for reporting compliance-related issues is cause for appropriate corrective action up to and including termination of the retaliating employee.
General Code or Standard of Conduct questions should be directed to your local Compliance Team members.
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CODE OF ETHICS
Who is subject to the Code of Ethics?
The Code applies to all Dimensional employees, directors/trustees, officers and general partners, all of whom are considered Access Persons. In addition, certain provisions of the Code apply to Immediate Family Member(s) living in the same household.
Restrictions on personal investment transactions may also be applied to temporary personnel (i.e., interns, contractors or consultants) whose tenure exceeds ninety (90) days and/or who have access to nonpublic systems.
Covered Accounts
You are required to report all investment accounts (i.e., Covered Accounts) with which you, your spouse, domestic partner, child or any other Immediate Family Member have Beneficial Ownership or interests. Covered Accounts include but are not limited to the following:
· Brokerage Accounts
· Discretionary Accounts1
· 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)
 




1 Discretionary Accounts must be disclosed and supporting documentation must be provided to Compliance.
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New Accounts
You must promptly report any new Covered Account for yourself, your spouse, domestic partner, child or any other Immediate Family Member. Unless the account has been reported, no personal securities transactions can occur within the account.
The U.S. Compliance Team will send a standard letter to U.S. broker-dealer(s) or bank(s), requesting duplicate statements and confirmations. However, it is your responsibility to ensure that duplicate statements and confirmations (or the local equivalent) are provided promptly.  Confirmations should be provided within ten (10) calendar days.
Non-Reportable Accounts
You do not need to report the following accounts as Compliance has independent access to these records for monitoring and verification purposes:
·
Dimensional 401(k) account (or local equivalent);
·
Dimensional Health Savings Accounts (HSAs);
·
Dimensional Managed Fund accounts established through Fund Operations; and
·
If applicable, holdings in Dimensional's privately issued shares.
Although these accounts do not need to be reported, investment activities in these accounts must comply with the standards of conduct embodied in the Code.
Personal Securities Transactions
You must pre-clear any personal securities transactions in covered securities prior to execution.2 This also applies to transactions by any Immediate Family Member of the Access Person.



2 Designated Officers (other than the Global CCO) are required to receive prior written approval of their personal securities transactions from Dimensional's Global CCO.  The Global CCO is required to receive prior approval of his personal securities transactions from one of the Dimensional Co-Chief Executive Officers.
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All personal securities transaction reports and requests for pre-clearance must be processed through Dimensional's compliance reporting system (CRS), a web-based compliance system. Compliance will evaluate and review each pre-clearance transaction request and notification will be provided to employees through the CRS, in a timely manner.
Pre-clearance approval is valid for T+1 (i.e., market orders), from the time of approval. In addition, you are required to provide confirmations (or the local equivalent) for each approved and executed transaction.
Covered securities, which require pre-clearance, include, but are not limited to, the following:
· Stocks/Shares
(common, preferred or restricted)
· Derivatives
(options, futures, forwards,
CDA trades, etc.)
· Private Placements
(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
· Exchange Traded Funds (ETFs)
must be pre-cleared if the value of the transaction is >$10,000 (USD)
· Dimensional Advised or Sub-advised Exchange Traded Funds (ETFs) must be pre-cleared
Covered securities do not include exempt securities.  Exempt securities include:
· shares of registered open-end investment companies (i.e., open-end mutual funds);
· shares of money market 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 issued by a 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.
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Private Placements
You may not purchase a private placement unless approved by the Global CCO or Designated Officer. Approval would be based upon a determination that the investment opportunity was not being offered to you due to your employment with Dimensional, along with other relevant factors. Each private placement pre-clearance is reviewed on a case-by-case basis.
Reportable Transactions (transactions which do not require pre-clearance, but must be reported)
Although the following transactions do not require pre-clearance, you must report them through the CRS on a quarterly basis:
· Dimensional Managed Funds (through a third party service provider or financial advisor);
· Investments in 1940-Act Funds sub-advised by Dimensional;
· 529 Accounts that hold or are exclusively made up of Dimensional Funds;
· 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; and
· Exchange Traded Funds (ETFs), other than Dimensional-advised or sub-advised ETFs, where the principal value of the transaction is less than USD $10,000.
Please note:  Although transactions in ETFs under USD $10,000 do not require pre-clearance, post-trade review will be performed and all other Code provisions will still apply, such as the sixty (60) day profit restriction.
Personal Trading Restrictions and Prohibited Activities
The following transactions are prohibited:
·
Initial public offering (IPO) investments;
·
Short selling of securities;
·
Transactions in securities that are subject to firmwide restriction; and
·
Transactions in a security while in possession of insider information. Such transactions are unethical and illegal and will be dealt with decisively (reference the Global Insider Trading Policy,
US_22035.4

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·
the Singapore Supplemental Insider Trading Policy, and the Japan Insider Trading Management Policies).
You are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients. Therefore, Compliance may request the name of the account contact (or agent) before processing the pre-clearance request.
Blackout Period Restriction
·
A pre-clearance request involving a covered security will be denied if Dimensional has traded in the same or equivalent security within the past seven (7) calendar days, and the pre-clearance request is in an amount over USD $10,000.  Please note that, with the exception of ETFs not managed by Dimensional, a transaction in a covered security in an amount less than USD $10,000 must be pre-cleared and reported.
·
Compliance will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interest on non-Discretionary Accounts.
Short Term Trading Restrictions
·
Access Persons cannot profit from the purchase and sale (or sale and purchase) of the same or equivalent security within sixty (60) calendar days.
·
Gains are calculated based on a last-in, first-out (LIFO) method.
Excessive Trading of Dimensional Managed Funds
Employees are prohibited from engaging in excessive trading of any Dimensional Managed Funds in order to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.
ETFs for which Dimensional Serves as Advisor or Subadvisor
Employees with knowledge of the composition of the underlying ETF constituents are prohibited from using such information or from disclosing such information to any other person, except as authorized in the course of their employment, until such information is made public.
Exceptions to Code Restrictions
In cases of hardship, the Global CCO or Designated Officer may grant an exception (or waiver) to the personal trading restrictions of the Code.  The decision will be based on a determination that a hardship exists and the transaction for which the exception (or waiver) is requested would not result in a conflict
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with our clients' interests or violate any other policy embodied in the Code.  Any exception (or waiver) will be evidenced in writing and will be reported to the Ethics Committee.
Certification Requirements
All employees are required to complete a Code of Ethics Acknowledgement Form upon commencement of their employment with Dimensional, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand and shall comply with the Code. In addition, all material amendments to, or any new interpretations of the Code, shall be conveyed to employees (which may include temporary personnel) and require their acknowledgment of receipt and understanding of the amendments or interpretations.
Reporting Requirements
All personal securities transactions and holdings reports will be reviewed by Compliance. The records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.
New employees who fail to submit their Compliance New Hire Questionnaire and Initial Holdings Report within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transaction until such report is submitted and may be subject to other sanctions.
Summary of Reporting Obligations
New Hires
 
All Employees
Upon joining the firm
(Due in 10 calendar days)
 
Quarterly and Annually
(Due 30 calendar days after each quarter)
New Hire Questionnaire
(Disciplinary Action Disclosure)
 
Quarterly and Annual Compliance Questionnaires
Initial Holdings Report
(include private placements)
 
Quarterly Transaction Reports and Annual Holdings Certification
Provide Covered Account statement(s)
(current, within 45 days prior
to start date)
 
Covered Account(s) Certification; report new accounts upon opening.
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Code of Ethics, Insider Trading
and Compliance Manual Acknowledgements
 
Code of Ethics, Insider Trading
and Compliance Manual Acknowledgements

Sanctions
Depending on the severity of the infraction, you may be subject to sanctions for violating the Code of Ethics and related personal trading controls (e.g., failure to pre-clear transactions, report accounts, and submit statements and/or initial, quarterly and annual certification forms).  Sanctions may include but are not limited to:
·
verbal or written warnings,
·
letters of reprimand,
·
suspension of personal trading activity,
·
disgorgement and forfeiture of profits,
·
suspension, and/or
·
termination of employment  
Repeated immaterial violations will be communicated to your supervisor, Department Head and the Global CCO for corrective action. Material violations will be escalated to the Ethics Committee and may be subsequently reported to the Board of Directors of Dimensional and other sub-advised boards as required.
Communications with Disinterested Trustees and Outside Directors
Dimensional attempts to keep directors/trustees informed with respect to Dimensional's investment activities through reports and other information provided to them in connection with board meetings and other events. However, it is Dimensional's policy not to communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients).  Any information requests by Disinterested Trustees or Outside Directors should be reported to the General Counsel or the Global CCO.
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Disinterested Trustees are not subject to the reporting requirements except to the extent the Disinterested Trustee knew or, in the ordinary course of fulfilling his or her duties as a director, should have known that during the fifteen (15) days immediately before or after the Disinterested Trustee's transaction in a Covered Security, a U.S. Mutual Fund purchased or sold the covered security, or an Advisor considered purchasing or selling the covered security for a U.S. Mutual Fund.
Japan Supplement
Pursuant to local rules and regulations, Japanese employees have additional restrictions on personal trading (see the Japanese Code of Ethics Addendum).
OUTSIDE ACTIVITIES
Certain types of outside business activities may cause a conflict of interest or an appearance of a conflict of interest. There is no absolute prohibition on a Dimensional employee participating in certain outside activities such as charitable foundations and endowments, provided your participation does not present a conflict of interest and you comply with the Code. However, as a practical matter there may be circumstances in which it would not be in Dimensional's best interest to allow an employee to participate in activities with an outside organization, even if the employee's participation did not violate Dimensional's policies and procedures (such as whether the activity would absorb a good part of the employee's time, potentially affecting their performance at Dimensional).
It is impossible to anticipate every conflict of interest that may arise, but activities with outside organizations should be limited to those that either do not present or have the least potential of presenting conflicts of interest. As a result, Dimensional requires that outside business and charitable activities must be approved by your supervisor and Compliance prior to the acceptance of such a position (or if you are new, upon joining the firm).
Guidelines
Serving on the Boards of Public Companies
·
As a general matter, directorship or (an equivalent position) in an unaffiliated public company (or companies reasonable expected to become public companies) will not be authorized because of the potential conflicts.
·
If you wish to accept a directorship or (an equivalent position), you must obtain prior approval from the Boards of Directors of the Dimensional entities in which you are an employee and/or an officer.
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Activities with a private organization
·
If you wish to be involved with a private organization (non-Dimensional) in an official capacity (officer, directorship or an equivalent position), you must obtain approval from the Co-CEOs and the Global CCO.
Activities with a non-profit organization
·
If you wish to be involved with a non-profit organization in an official capacity (directorship or an equivalent position), you must notify Compliance in writing as further approval may be required.
Compensation
·
If you receive compensation from an outside organization, you must obtain prior written approval from your supervisor and Compliance.
Approval Process
Outside activity requests will be evaluated on a case-by-case basis and approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Obtain written approval from your supervisor with the activity details and copy your local Compliance Team Designee(s). If any additional information is required, Compliance will reach out to you.
In instances where you receive authorization to serve as a director on an outside organization, you are expected to refrain from any direct (or indirect) involvement in the consideration by a Dimensional client of any purchase or sale for securities of that outside organization (or any affiliates of the outside organization) for which you serve as a director.
GIFTS AND BUSINESS ENTERTAINMENT
If you accept or provide gifts or entertainment (including business entertainment) relating to Dimensional business, you must comply with regulatory requirements, Dimensional's business practices, and the Code. The giving (or accepting) of gifts and entertainment may create (or appear to create) a conflict of interest and place Dimensional or a client in a difficult or embarrassing position. Therefore, embarrassing gifts should never be given (or accepted), and you always should use your best judgment when giving (or accepting) any gift or entertainment to determine whether it is appropriate.
Under certain circumstances, Section 17(e)(1) of the 1940 Act may prohibit Dimensional's Fund Advisory Personnel from accepting gifts and entertainment from Broker Donors.  Accordingly, Dimensional has adopted additional restrictions that apply when Broker Donors offer gifts and entertainment to
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Authorized Traders.  If you are a member of Fund Advisory Personnel, you must comply with these additional restrictions.
Gifts
In general, you may give (or accept) gifts that do not exceed the annual aggregate amount of USD $100 (or the local currency equivalent). However, you must be mindful that some clients (or prospective clients) may be subject to additional regulatory restrictions or prohibitions on the acceptance of gifts or entertainment and may have to comply with related disclosure requirements. Therefore, you should inquire about any restrictions or disclosure requirements, prior to giving any gifts (or providing business entertainment).  The giving (or accepting) of all Gifts and Business Entertainment must be reported and logged promptly. Please contact a member of your local Compliance Team for reporting details. (U.S. employees refer to the designee(s) list on Be.Dimensional.)
Gifts include logo items (e.g., pens, hats, etc.), tickets for events, gift baskets, meals and transportation.
This policy does not apply to gifts or charitable donations made by you outside the scope of your responsibilities with Dimensional.
Gift Restrictions
·
You may not give (or accept) gifts in excess of USD $100 (or the local currency equivalent).
·
You may not give (or accept) gifts in the form of cash or cash equivalents.
·
Gifts valued in excess of USD $100 must be reported to Compliance and returned unless an exception is granted by the Global CCO or Compliance Designee.
·
No exceptions will be granted for gifts subject to FINRA's USD $100 gift limit.
If you are a member of Fund Advisory Personnel, you must also comply with the following restrictions:
·
You may not accept any gifts from Broker Donors except gifts of de minimis value, such as non-lavish, logoed items or gifts of less than $25 in reasonably estimated value.  If you have a long-standing personal relationship with a Broker Donor, you may attend a non-business, social event hosted by the Broker Donor, or accept a non-de minimis gift or entertainment greater in value than USD $25 from the Broker Donor if the event, gift, or entertainment is pre-approved first by your supervisor and then Compliance. You must report all gifts from Broker Donors regardless of value.
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Business Entertainment
Business entertainment includes any event, meal or activity whose primary purpose is business and is offered by and attended by a person who has (either directly or through their employer or affiliate) a current or prospective business relationship with Dimensional. This also includes instances where a Dimensional employee is offering the event, meal or activity on behalf of a current or prospective Dimensional client or vendor. If the person (or entity) paying for the entertainment does not have a representative in attendance, the event constitutes as a gift and is subject to the gift restrictions above.
Providing Business Entertainment
You may provide business entertainment as long as it is appropriate and reported in writing to your supervisor. Business entertainment provided to a current or a prospective client or vendor will be overseen by your supervisor through the Dimensional expense reporting and approval process. If the business entertainment exceeds USD $100 per person, you will need to provide to your supervisor a written explanation along with the name of the client, business vendor or organization.
Receiving Business Entertainment
You may receive business entertainment as long as it is appropriate and reported in writing to your supervisor. If the estimated value of the business entertainment you receive is expected to exceed USD $100 per person, you will need to report the event in writing to the head of your department.  The following types of business entertainment require pre-approval by your department head:
·
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 five (5) or more Dimensional employees are in attendance.
If you are a member of Fund Advisory Personnel, you must also comply with the following restrictions:
·
You may not accept entertainment (such as sporting events) from Broker Donors.  You may accept business meals from Broker Donors of less than USD $100 in anticipated value, and you must report those meals to your supervisor and Compliance.  You may accept business meals from Broker Donors of greater than USD $100 in anticipated value provided you first pre-clear the meal with your supervisor and Compliance.
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Unions and Union Officials
Special reporting rules apply when Dimensional employees furnish any gift or entertainment in excess of USD $250 in any calendar year to labor unions, union officials, agents or consultants of a Taft-Hartley plan.  Please report all gifts or entertainment involving a union or union official to either Legal or Compliance. If applicable, Legal will be responsible for filing the required LM-10 form with the Department of Labor.
Supplemental Policies
·
U.K. Supplemental Gift & Business Entertainment Policy
·
Japan Addendum to Gift and Entertainment
POLITICAL CONTRIBUTIONS
The U.S. Securities and Exchange Commission's political contribution regulation, known as the "pay to play" rules3, limits contributions4 by investment advisers and certain of their employees to certain Covered Government Officials.  In addition, Dimensional is subject to a variety of federal, state and local restrictions regarding political contributions, as well as contractual restrictions between Dimensional and certain clients.
Although Dimensional encourages civic and community involvement by its directors, officers and employees, Dimensional desires to avoid any situation that could curtail Dimensional's current business or business prospects, raise potential or actual conflicts of interest, or create an appearance of impropriety in the context of Dimensional's business relationships.  Accordingly, all contributions by a director, officer, employee or Immediate Family Member of a director, officer or employee of Dimensional (each a "Contributor"), must be made on the Contributor's behalf, entirely voluntary, and should not be in an amount (determined by Contributor taking into account the Code) that is likely to influence a candidate's judgment regarding any continued or future business with Dimensional.
Specifically, this policy prohibits a Contributor from making political contributions when the solicitation or request for such contributions implies that continued or future business with Dimensional depends on making such contributions.  Similarly, no contributions should be made that create the appearance that



3 Rule 206(4)-5
4 Contributions include, but are not limited to, monetary contributions, gifts and loans (including in-kind contributions, such as donation of goods or services).
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Dimensional stands to benefit in its business relations because of the Contributor's contribution.  If a Contributor is unsure if a particular political contribution would be in compliance with this policy, they should consult Dimensional's U.S. Legal and/or Compliance Department.
More specifically, the following actions are prohibited:
·
Contributors are prohibited from making political or charitable contributions for the purpose of obtaining or retaining potential or existing public entity clients;
·
Contributors are prohibited from making any contributions that create the appearance that Dimensional stands to benefit in its business relations because of such contribution; and
·
Contributors from Dimensional's non-U.S. based advisor affiliates are prohibited from making any political contributions to political action committees (PACs) federal, state or local candidates for elective office in the United States.
In order to prevent an inadvertent violation of the "pay to play" rules, Contributors are prohibited from making political contributions without prior approval from the Global CCO to any of the following:
·
Covered Government Officials
·
Political action committees (PACs)
Requests for approval of political contributions must be submitted through the CRS and cannot exceed Federal, state or client limitations.  Dimensional's Compliance Department will be responsible for maintaining the required books and records associated with employee political contributions to ensure the reports are kept confidential.  In addition, Dimensional's Global CCO or a Chief Executive Officer may grant exceptions to the contribution limitation on a case-by-case basis.  Violations of this policy will not necessarily be deemed to be violations of the "pay to play" rules; all violations of this policy will be discussed by Dimensional's Global Legal and Compliance Officers in making that determination.  If you have any questions about the policy, please contact the U.S. Legal and/or Compliance Department.
OTHER POLICY HIGHLIGHTS
Policy Against Bribery and Corruption
Dimensional employees are prohibited from giving, offering or promising anything of value to a foreign official with the intent to improperly obtain or retain any business or any other advantage.
For a full explanation of the policy, please refer to the Bribery and Corruption Policy and the supplemental policies for the following:
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·
Anti-Corruption Policy (U.K.)
Privacy Policies
You should be aware of your local privacy policies, Dimensional Privacy Policy and Procedures, Dimensional Fund Advisors Ltd., Australian Privacy Policy Statement, the Japan Personal Information Protection Policies and the Singapore Privacy Policy. Information concerning Dimensional's clients that you acquire in connection with your employment at Dimensional is proprietary. As an employee, contractor or consultant you have access to computers, systems and corporate information in order to do your job. This access means that you have an obligation to use these systems responsibly and follow company policies to protect information and systems.
You are prohibited from sending or forwarding sensitive or confidential data to your personal email address.
If you have any general questions about the Code, please contact a member of your local Compliance Team.
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DIMENSIONAL


GLOSSARY OF TERMS
The following definitions apply to the bold terms used throughout the brochure:
1940 Act means the Investment Company Act of 1940.
529 Account(s) (or 529 Plans) which have the ability to hold Dimensional Managed Funds are listed on Be.Dimensional.
Access Person means:
·
any director/trustee, officer or general partner of the U.S. Mutual Funds or Dimensional Entities;
·
any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of covered securities for any registered investment company for which the Distributor acts as the principal underwriter;
·
employees of Dimensional who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of covered securities, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;
·
any natural persons in a control relationship with one or more of the U.S. Mutual Funds or Advisors who obtain information concerning recommendations made to such the U.S. Mutual Funds or other advisory clients with regard to the purchase or sale of covered securities, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to U.S. Mutual Funds or advisory clients regarding the purchase or sale of covered securities; and
·
any Supervised Person (which may include contractors or consultants) who has access to nonpublic information regarding client securities transactions, research or portfolio holdings of any Dimensional Managed Funds.
Advisers Act means the Investment Advisers Act of 1940.
Advisor means Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.
Beneficial Ownership means the employee has or shares a direct or indirect pecuniary interest in the securities held in an account.  Employees have pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.  It is presumed that you have beneficial
US_22035.4

DIMENSIONAL


ownership interests in any account held individually or jointly, by you or by your Immediate Family Member or domestic partner (or an unrelated adult with whom you share your home and contribute to each other's support) including but not limited to family trusts and family partnerships (Securities Exchange Act of 1934, Rule 16a-1; 17 CFR 240.16a-1).
Broker Donors mean broker-dealers or similar financial intermediaries and their employees, officers, directors, and other representatives.
Covered Account includes any broker-dealer, investment adviser, bank or other financial institutions in which an Access Person maintains an account in which any securities are held or the account has the ability to hold securities for the direct or indirect benefit of such Access Person.
Covered Government Official means any person who is, at the time of the contribution, an incumbent or a candidate for state or local government office (including any candidate for a federal office currently holding a state or local office).
Designated Officer means the Global Chief Compliance Officer or any employee from the Dimensional Entities designated by the Global CCO.
Dimensional means (i) DFA Investment Dimensions Group Inc., the DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the "U.S. Mutual Funds"), (ii) Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Retirement Plan Services LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd. (collectively, the "Dimensional Entities"); and (iii) DFA Securities LLC (the "Distributor").
Dimensional Managed Funds means any series/portfolio of the U.S. Mutual Funds or any other fund advised by or sub-advised by any of the Advisors.
Discretionary Account means a personal account in which you have completely turned over decision-making authority to a professional money manager (who is not an Immediate Family Member or not otherwise covered by the Code) and you have no direct or indirect influence or control over the account. Such accounts are often referred to "professionally managed" or "managed accounts."
Disinterested Trustee means a director/trustee of the U.S. Mutual funds who is not considered to be an "interested person" of the U.S. Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.
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DIMENSIONAL


Ethics Committee means the Ethics Committee appointed by the directors/trustees of the Dimensional Entities and consists of the following officers of Dimensional Fund Advisors LP: Co-Chief Executive Officers, General Counsel, Co-Head of Portfolio Management and Trading and the Global Chief Compliance Officer.
Fund Advisory Personnel mean those persons whose names appear on the effective list of Authorized Traders kept by Dimensional.
Immediate Family Member of an employee means any of the following person(s) sharing the same household with the employee:
·
spouse, civil union or domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, adoptive relationships and legal guardianships;
·
someone who holds account(s) in which the employee is a joint owner, has trading authority, or Beneficial Ownership; and/or
·
someone for whom the employee contributes to the maintenance of the household and the financial support of such person.
Outside Director  means a director of any Advisor who is not considered to be an "interested person" of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.
SEC Rules include but are not limited to Rule 206(4)-5 and Rule 204A-1 under the Advisers Act, and Rule 17j-1 under the 1940 Act.
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act.

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DIMENSIONAL




 Revised December 15, 2016 (22035.4)
 Effective January 1, 2017
US_22035.4

EX-99.P7 9 p7coe.htm COE - FIDELITY 2017

Code of Ethics for Personal Investing






CODE OF ETHICS FOR PERSONAL INVESTING
Fidelity Fund Access Version
2017
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Code of Ethics for Personal Investing

The Fund Access Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for personal benefit. This version applies to officers, directors, and employees of Fidelity companies that are involved in the management and operations of Fidelity's funds or have access to non-public information about the funds, including investment advisers to the funds, the principal underwriter of the funds, and anyone designated by the Ethics Office. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you.

Code of Ethics for Personal Investing 4

Rules for All Employees Subject to This Code of Ethics 4

What's Required
Acknowledging that you understand the rules
Complying with securities laws
Reporting violations to the Ethics Office
Disclosing securities accounts and holdings in covered securities
Moving covered accounts to Fidelity
Moving holdings in Fidelity funds to Fidelity
Disclosing transactions of covered securities
Disclosing gifts and transfers of ownership of covered securities
Getting approval before engaging in private securities transactions
Getting prior approval to serve as a director
Clearing trades in advance (pre-clearance)
Surrendering 60-day gains (60-Day Rule)

What's Prohibited
Trading restricted securities
Selling short
Participating in an IPO
Participating in an investment club
Investing in a hedge fund
Excessive trading
Buying securities of certain broker-dealers
Trading after a research note
Profiting from knowledge of fund transactions
Influencing a fund to benefit yourself or others
Attempting to defraud a client or fund
Using a derivative to get around a rule



Additional Rules for Traders, Research Analysts, and Portfolio Managers 12

All rules listed above, plus the rules in this section

What's Required
Notification of your ownership of covered securities in a research note
Disclosing trading opportunities to the funds before personally trading

What's Prohibited
Trading within seven days of a fund you manage



The Rules for Employee Investing are fairly comprehensive. They cover most of the personal investing situations a Fidelity employee is likely to experience. Yet it's always possible you will encounter a situation that isn't fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles:
1. Know the policy.
If you think your situation isn't covered, check again. It never hurts to take a second look at the rules.
2. Seek guidance.
Asking questions is always appropriate.  Talk with your manager or the Ethics Office if you're not sure about the policy requirements or how they apply to your situation. Additionally, resources are available at MyCompliance to assist you with your questions.
3. Use sound judgment.
Analyze the situation and weigh the options. Think about how your decision would look to an outsider. Understanding and following the Rules for Employee Investing is one of the most important ways we can ensure that our customers' interests always come first. INFORMATION
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Ethics Office
Phone
(001) 617-563-5566
(001) 800-580-8780
Fax
(001) 617-385-0939
E-mail
ethics.office@fmr.com
Mail zone
WG3D
Web
MyCompliance.fmr.com
Pre-Clearance
Web
Internal
preclear.fmr.com
External
preclear.fi delity.com
Phone
(001) 617-563-6109
(001) 800-771-2707
To call the phone numbers from outside the United States or Canada, dial "001" before the number.
(sidebar) Other policies you should be aware of
There are other policies that you need to be familiar with, including:
• Professional Conduct Policies. Global Policy on Personal Conflicts of Interests and other Fidelity wide policies (available at Policy.fmr.com)
• Equal Employment Opportunity and Policy Prohibiting Discrimination and Harassment (available at Policy.fmr.com)
• Electronic Communications, Social Media & Systems Usage Policy (available at Policy.fmr.com)
• Information Security practices (available at InfoSecurity.fmr.com)
• Anti–Money Laundering Policy & Procedures (available at MyCompliance.fmr.com)
• Corporate Policy on Business Entertainment and Workplace Gifts (available at MyCompliance.fmr.com)
• Global Policy on Outside Activities (available at MyCompliance.fmr.com)
• Global Anti- Corruption Policy and applicable Supplements to the Global Anti-Corruption Policy (available at MyCompliance.fmr.com)

WHO IS SUBJECT TO THIS VERSION OF THE CODE OF ETHICS?

Code of Ethics for Personal Investing
Fund Access Version
Following the rules — in letter and in spirit
This Fund Access Version of the Code of Ethics contains rules about owning and trading securities for personal benefit. Certain rules, which are noted, apply both to you and to anyone else who is a covered person (see Key Concepts on page14).

You have a fiduciary duty to never place your own personal interests ahead of the interests of Fidelity's clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. It also means avoiding any actual or potential conflicts of interest with the funds or Fidelity when managing your personal investments.

Because no set of rules can anticipate every possible situation, it is essential that you follow these rules not just in letter, but in spirit as well. Any activity that compromises Fidelity's integrity, even if it does not expressly violate a rule, has the potential to harm Fidelity's reputation and may result in scrutiny or further action from the Ethics Office.

WHAT'S REQUIRED
Acknowledging that you understand the rules
When you begin working for Fidelity, and again each year, you are required to:
·
acknowledge that you understand and will comply with all rules that apply to you
·
authorize Fidelity to have access to all of your covered accounts (see Key Concepts on page 14)
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
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the future

To Do
·
Promptly respond to the e-mail you receive from the Ethics Office each year requiring you to acknowledge the Code of Ethics.
New employees need to respond within 10 days of hire.

Respond to the e-mail that you receive from the Ethics Office to acknowledge your understanding of the rules.
RULES ACKNOWLEDGMENT

Complying with securities laws
In addition to complying with these rules and other company-wide policies, you need to comply with U.S. securities laws and any other securities laws to which you are subject.

Reporting violations to the Ethics Office
If you become aware that you or someone else has violated any of these rules, you need to promptly report the violation.

To Do
·
Call the Ethics Office Service Line at (001) 617-563-5566 or (001) 800-580-8780.
·
Call the Chairman's Line at (001) 800-242-4762 if you would prefer to speak on a non-recorded line.

Disclosing securities accounts and holdings in covered securities
You must disclose all securities accounts — those that hold covered securities (see Key Concepts on page 14) and those that do not. You must also disclose all covered securities not held in an account. This rule covers not only securities accounts and holdings under your own name or control, but also those under the name or control (including trading discretion or investment control) of your covered persons (see Key Concepts on page 14). It includes accounts held at Fidelity as well as those held at other financial institutions. Information regarding these holdings must not be more than 45 days old when you submit it.

To Do
Employees newly subject to this rule
·
Within 10 days of hire or of being notified by the Ethics Office that this version of the Code of Ethics applies to you, submit an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) showing all of your securities accounts and holdings in covered securities not held in an account. Submit the most recent statement for each account listed to the Ethics Office if not held at Fidelity. If you do not have any securities accounts or applicable holdings, check the appropriate box in the online form confirming that you have nothing to disclose.

Current employees
·
Each year, you will receive an Annual Accounts and Holdings Disclosure. You will be required to confirm that all information previously disclosed is accurate and complete.
·
As soon as any new securities account is opened, or a preexisting securities account becomes associated with you (such as through marriage or inheritance), complete an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) with the new information and submit it promptly to the Ethics Office.
·
On your next Quarterly Trade Verification, confirm that the list of disclosed securities accounts in the appropriate section of the report is accurate and complete.


KEY CONCEPTS
These definitions encompass broad categories, and the examples given are not all-inclusive. If you have any questions regarding these definitions or application of these rules to a person, security, or account that is not addressed in this section, you can contact the Ethics Office for additional guidance.

Covered person
Fidelity is concerned not only that you observe the requirements of the Code of Ethics, but also that those in whose affairs you are actively involved observe the Code of Ethics. This means that the Code of Ethics can apply to persons owning assets over which you have control or influence or in which you have an opportunity to directly or indirectly profit or share in any profit derived from a securities transaction. This includes:
·
you
·
your spouse or domestic partner who shares your household
·
any other immediate family member who shares your household and:
o
is under 18, or
o
is supported financially by you or who financially supports you
·
anyone else the Ethics Office has designated as a covered person

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This is not an exclusive list, and a covered person may include, for example, immediate family members who live with you but whom you do not financially support, or whom you financially support or who financially support you but who do not live with you. If you have any doubt as to whether a person would be considered a "covered person" under the Code of Ethics, contact the Ethics Office.

Immediate family member
Your spouse, or domestic partner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage:
·
children, stepchildren, and grandchildren
·
parents, stepparents, and grandparents
·
siblings
·
parents-, children-, and siblings-in-law


Covered account
The term "covered account" encompasses a fairly wide range of accounts. Important factors to consider are:
·
your actual or potential investment control over an account, including whether you have trading authority, power of attorney, or investment control over an account
Specifically, a covered account is a brokerage account or any other type of account that holds, or is capable of holding, a covered security, and that belongs to, or is controlled by (including trading discretion or investment control), any of the following:

·
a covered person
·
any corporation or similar entity where a covered person is a controlling shareholder or participates in investment decisions by the entity
·
any trust of which you or any of your covered persons:
o
participates in making investment decisions for the trust
o
is a trustee of the trust
o
is a settlor who can independently revoke the trust and participate in making investment decisions for the trust

Exception
With prior written approval from the Ethics Office, a covered account may qualify for an exception from these rules where:

·
it is the account of a non-profit organization and a covered person is a member of a board or committee responsible for the investments of the organization, provided that the covered person does not participate in investment decisions with respect to covered securities
·
it is an educational institution's account that is used in connection with an investment course that is part of an MBA or other educational program and a covered person participates in investment decisions with respect to the account

Fidelity fund
The terms "fund" and "Fidelity fund" mean any investment company or pool of assets that is advised or subadvised by any Fidelity entity.

Issuer

An entity, including its wholly owned bank branch, foreign office, or term note program that offers securities or other financial instruments to investors.


Discretionary managed account 
A covered account may be eligible for certain exceptions, as specified in the Code of Ethics, with prior written approval of the Ethics Office validating that the covered account is managed by a third-party investment   adviser who has discretionary trading authority over that covered account. To qualify for this exception, the third-party investment adviser must exercise all trading discretion over the covered account and will not accept any order to buy or sell specific securities from the employee or any other covered person. An approved discretionally managed account will still be subject to the Code of Ethics and all provisions in the Code of Ethics unless otherwise stated in a specific exception.

Covered security
This definition applies to all persons subject to this version of the Code of Ethics. Covered securities include securities in which a covered person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities, and encompasses most types of securities, including, but not limited to:
·
shares of Fidelity mutual funds (except money market funds), including shares of Fidelity funds in a 529 Plan
·
shares of another company's mutual fund if it is advised by Fidelity (check the prospectus to see if this is the case)
·
interests in a variable annuity or life insurance product in which any of the underlying assets are held in funds advised by Fidelity, such as Fidelity VIP Funds (check the prospectus to see if this is the case)
·
interests in Fidelity's deferred compensation plan reflecting hypothetical investments in Fidelity funds
·
interests in Fidelity's deferred bonus plan (ECI) reflecting hypothetical investments in Fidelity funds
·
shares of stock (of both public and private companies)
·
ownership units in a private company or partnership
·
corporate and municipal bonds
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·
bonds convertible into stock
·
options on securities (including options on stocks and stock indexes)
·
security futures (futures on covered securities)
·
shares of exchange traded funds (ETFs)
·
shares of closed-end funds

Exceptions
The following are not considered covered securities (please note that accounts holding non covered securities still require disclosure):
·
shares of money market funds (including Fidelity money market funds)
·
shares of non-Fidelity open-end mutual funds (including shares of funds in non-Fidelity 529 plans)
·
shares, debentures, or other securities issued by FMR LLC to you as compensation or a benefit associated with your employment
·
U.S. Treasury securities
·
obligations of U.S. government agencies with remaining maturities of one year or less
·
money market instruments, such as certificates of deposit, banker's acceptances, and commercial paper
·
currencies
·
commodities (such as agricultural products or metals), and options and futures on commodities that are traded on a commodities exchange


Automatic investment plan (sidebar)
A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts according to a set schedule and allocation.


Moving covered accounts to Fidelity
You and your covered persons need to maintain all covered accounts (see Key Concepts on page14) at Fidelity Brokerage Services LLC (FBS).

Exceptions
With prior written approval from the Ethics Office, you and your covered persons can maintain a covered account at a broker-dealer other than FBS if any of the exceptions below apply. Note that approval must be obtained prior to opening any new covered account outside FBS:
·
it contains only securities that cannot be transferred
·
it exists solely for investment products or investment services that FBS does not provide – Note: approval will not be granted for requests based on ancillary account features or promotional offers
·
it exists solely because your covered person's employer also prohibits external covered accounts
·
it is a discretionary managed account (see Key Concepts on page 14)
·
it is associated with an ESOP (employee stock option plan) in which a covered person is a participant through his or her current employer, or was from a previous employer, and for which the employee has options that have not yet vested
·
it is associated with an ESPP (employee stock purchase plan) in which a covered person is a participant through his or her current employer
·
it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company (collectively, "automatic investment plans") in which regularly scheduled purchases are made or planned on a monthly basis
·
it is required by a trust agreement
·
it is associated with an estate of which you or any of your covered persons is the executor and involvement with the account is temporary
·
transferring the account would be inconsistent with other applicable rules

To Do
·
Transfer assets to an FBS account.
·
Close all external covered accounts except for those that you have received written permission to maintain. Note that you must disclose all covered accounts which were still open as of your date of hire, even if those accounts are in process of being closed or transferred to an FBS account.
·
For permission to maintain an external covered account, submit a completed Exception Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Follow the specific instructions for each type of account and provide a current statement for each account.
·
Comply with any Ethics Office request for duplicate reporting, such as account statements and transaction reports.



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Moving holdings in Fidelity funds to Fidelity
You and your covered persons need to maintain holdings in shares of Fidelity funds in a Fidelity account.

Exceptions — No Approval Required
You and your covered persons can continue to maintain a preexisting interest in either of the following:
·
a Fidelity money market fund
·
a variable annuity or life insurance product whose underlying assets are held in Fidelity advised funds

Exceptions — Approval Required
With prior written approval from the Ethics Office, you and your covered persons can maintain holdings in Fidelity funds in an account outside Fidelity if any of the following apply:
·
the holdings are in a defined benefit or contribution plan, such as a 401(k), that is administered by a company at which a covered person is currently employed
·
the holdings are in a retirement plan and transferring them would result in a tax penalty
·
the holdings are in a discretionary managed account (see Key Concepts on page 14)
·
maintaining the holdings in the external account is required by a trust agreement
·
the holdings are associated with an estate of which you or any of your covered persons is the executor and involvement with the account is temporary
·
you can show that transferring the holdings would create a significant hardship

To Do
·
Transfer shares of Fidelity funds to a Fidelity account except for those that you have received written permission to maintain.
·
For permission to maintain shares of Fidelity funds in an account at another financial institution, submit a completed Exception Request Form (available at MyCompliance.fmr.com). Attach a current statement for each account you list on the form. Forward the form and statement(s) to the Ethics Office.


Disclosing transactions of covered securities
You need to disclose transactions in covered securities made by you and your covered persons. For accounts held at FBS that you have disclosed, the Ethics Office will receive transaction reports automatically. For approved covered accounts held outside FBS, comply with any Ethics Office requests for duplicate reporting.

For any other transactions in covered securities (for example, if you or any of your covered persons purchases interests in a Fidelity- advised investment product in a non-broker age account outside Fidelity), you need to disclose this transaction information to the Ethics Office.

Exception
You do not have to report transactions in a covered account if the transactions are being made through an approved discretionary managed account or under an automatic investment plan (see Key Concepts on page 14), and the details of the account or plan have been provided to the Ethics Office.

To Do
·
For transactions in covered securities not made through a covered account, submit a completed Securities Transaction Report (available at MyCompliance.fmr.com) to the Ethics Office within 30 days following the end of the quarter in which the transaction was completed.
·
When requested each quarter, promptly confirm or update your transaction history in covered securities on the Quarterly Trade Verification.
·
Provide the details of any automatic investment plan to the Ethics Office.

Disclosing gifts and transfers of ownership of covered securities
You need to notify the Ethics Office of any covered securities that you or your covered persons give, donate, or transfer to another party, or that you or your covered persons receive from another party. This includes, among other things, inheritances of covered securities and donations of covered securities to charities.

To Do
·
Complete a Securities Transaction Report (available at MyCompliance.fmr.com) within 30 days following the end of the quarter during which the gift or transfer was made.
·
When requested each quarter, promptly confirm or update your history of giving, donating, transferring, or receiving covered securities on the Quarterly Trade Verification.

Exception
·
You do not have to submit a Securities Transaction Report for any gifts, donations, or transfers of covered securities if being made to a Fidelity Charitable Giving Account.  The Ethics Office will arrange to get reporting from Fidelity Charitable and will update the Quarterly Trade Verification.
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Getting approval before engaging in private securities transactions
You and your covered persons need prior written approval from the Ethics Office for each and every intended investment in a private placement or other private securities transaction in covered securities, including non-public limited entities (e.g., limited partnerships, LLCs, S Corporations, or other legal entities). This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received.

To Do
·
Before engaging in any private securities transaction, fill out a Private Transaction Request Form (available at MyCompliance.fmr.com).
·
Get the necessary approval from your manager or other authority, as described on the request form.
·
Submit the request to the Ethics Office and await approval.
·
Report the final transaction within 30 days following the end of the quarter in which it was completed using a Securities Transaction Report (available at MyCompliance.fmr.com).
·
When requested each quarter, promptly confirm or update your transaction history in private securities transactions on the Quarterly Trade Verification.
·
Confirm your holdings on your Annual Accounts and Holdings Disclosure

For private securities transactions offered by a Fidelity company, the Ethics Office will typically preapprove such investments for employees who are offered an opportunity to invest. In such cases, you will receive a notification that the offering has been preapproved by the Ethics Office.

Prohibited Transaction
You and your covered persons are prohibited from selling and/or offering your privately held shares into an IPO.


Delegating pre-clearance responsibilities(sidebar)
In very limited circumstances, you may, with the prior written approval of the Ethics Office, designate someone to obtain preclearance approvals for you. In such a case, the agent is responsible for obtaining the correct approvals, and you are responsible for maintaining reasonable supervision over that person's activities related to pre-clearance.


Clearing trades in advance (pre-clearance)
You and your covered persons must obtain prior approval from the Ethics Office for any orders to buy,  sell, or tender a covered security (see "How to Pre-Clear a Trade" in the sidebar). The purpose of this rule is to reduce the possibility of conflicts between personal trades in covered securities and trades made by the funds. When you apply for pre-clearance, you are not just asking for approval, you are giving your word that you and your covered persons:
do not have any inside information on the security you want to trade (see Policy on Inside Information)
·
are not using knowledge of actual or potential fund trades to benefit yourself or others
·
believe the trade is available to the general investor on the same terms
·
will provide any relevant information requested by the Ethics Office

Generally, requests will not be approved if it is determined that you may take advantage of trading by the funds or create an actual or perceived conflict of interest with fund trades.

Note: if a non-covered person has authority to trade on one of your covered account(s), the non-covered person is also expected to pre-clear trades for that covered account.

The rules of pre-clearance
It is important to understand the following rules before requesting pre-clearance for a trade:

·
You have to request - and receive – pre-clearance approval during the market session in which you want to trade and prior to placing the trade.
·
Pre-clearance approval is only good during the market session for which you receive it. If you do not trade during the market session for which you were granted approval, it expires.
·
Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted.
·
Check the status of all orders at the end of the market session and cancel any orders that have not been executed. If any covered person leaves an order open and it is executed the next day (or later), it will generate a violation that will be assigned to you.
·
Trade only during the regular market hours, or the after-hours trading session, of the exchange(s) where the security in question is traded.
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·
Place requests for pre-clearance after the market has been open for a while, as pre-clearance is not available right at market opening. To find out when pre-clearance for a given market typically becomes available, contact the Ethics Office.
·
Unless an exception listed below applies or the Ethics Office has instructed you otherwise, these pre-clearance rules apply to all your covered accounts — including Fidelity accounts and any outside covered accounts that belong to you or any of your covered persons.

Exceptions
You do not need to pre-clear trades or transactions in certain covered securities. These include:
·
shares of Fidelity funds
·
exchange-traded funds (ETFs)
·
options and futures that are based on an index (e.g., S&P 100, S&P 500) or that are based on one or more instruments that are not covered securities (e.g. commodities, currencies and U.S. Treasuries; see Key  Concepts on page 14 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)

With the prior written approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:
·
trades in a discretionary managed account (see Key Concepts on page 14)
·
trades made through an automatic investment plan, the details of which have been disclosed to the Ethics Office in advance
·
when you can show that a repeated rejection of your pre-clearance request is causing a significant hardship

To Do
·
Before placing any trade in a covered security, pre-clear it using the Fidelity Global Pre-Clearance System, available at preclear.fmr.com (internal) and preclear.fi delity.com (external).
·
Immediately cancel any good-till-cancelled orders in your covered accounts.

To avoid errors, use these step-by-step instructions:
1. Access the Fidelity Global
Pre-Clearance System:
Internal
preclear.fmr.com
External
preclear.fi delity.com

If you are unable to access the Fidelity Global Pre- Clearance System, call the Pre-Clearance Line at (001) 617-563-6109 or (001) 800-771-2707.
Note that pre-clearance for FMR Co. equity traders and their covered persons is not available until noon, local market time.

2. Accurately enter the details of the trade you would like to make. Do not trade unless you receive approval. Note the pre-clearance reference number for your records.

3. Place your order. Be sure your order is for the same security and direction as your pre-clearance approval. Do not place a good-till-cancelled order.

4. Check the status of your order at the end of the market session.
5. Cancel any orders that have not been executed.
HOW TO PRE-CLEAR
A TRADE
Surrendering 60-day gains (60-Day Rule)
Any sale of covered securities in a covered account will be matched against any purchases of that security, or its equivalent, in the same account during the previous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered. For specific information about how certain option transactions are treated under this rule, see the sidebar and the examples below.

In addition, the premium received from the opening of an option position where the expiration of that contract will occur within the next 60 days must be surrendered (e.g. selling a call to open or selling a put to open that expire within 60 days.)

Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.
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Exceptions
This rule does not apply:
·
to transactions in shares of Fidelity funds
·
to transactions in options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225
·
to transactions in options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 14
for an expanded list of non-covered securities)
·
to transactions made in a discretionary managed account (see Key Concepts on page 14) 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)

Option transactions under the 60-Day Rule
Option transactions can be matched either to a prior purchase of the underlying security or to prior option transactions in the opposite direction.

When matching an option transaction to prior purchases of the underlying security, opening an option position by selling a call or buying a put is treated as a sale and will be matched to any purchases of the underlying security made during the preceding 60 days.

When matching an option transaction to prior option transactions, a closing position is matched to any like opening positions taken during the preceding 60 days.

When exercising an option, the initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding 60 days. The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period.

There is no exception to the 60-Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrendering 60-day gains that would result from an automatic liquidation, you need to cancel the automatic liquidation before it happens.


To Do
·
Before trading a covered security in a covered account that might trigger the 60-Day Rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases are involved. If you have any questions about this provision, call the Ethics Office at (001) 617-563-5566 or (001) 800-580-8780.
·
To request permission for a tax-planning or hardship exception, you must contact the Ethics Office before trading. Allow at least two business days for your request to be considered. Approvals will be based on fund trading and other pre-clearance tests. You are limited to a total of five exceptions per calendar year across all your covered accounts.

EXAMPLES 60 DAYS
Additional examples are available on MyCompliance in the 60-Day Rule Job Aid.
Example 1
JAN 20 Buy 100 shares at $16 each
FEB 2 Buy 200 shares at $10 each
MAR 1 Buy 200 shares at $17 each
MAR 25 Sell 100 shares at $15 each

The March 25 sale is matched to the February 2 purchase (not the January 20 purchase, which as more than 60 days prior). Surrendered: $500 ($5 x 100 shares).

Example 2
FEB 2 Buy 100 shares at $10 each
MAR 25 Sell call option to open for 100 shares at $5; receive $500 premium

The March 25 call option sale is matched to the February 2 purchase of the underlying security (the call's execution price and expiration date are immaterial). Surrendered: $500 (the premium for selling the option).

Example 3
FEB 2 Sell one call option to open at $5; receive $500 premium
MAR 25 Buy an identical call option to close at $3; pay $300 premium
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The March 25 call option purchase is a closing transaction and is matched to the February 2 sale (since that opening transaction was made within 60 days). Surrendered: $200 (difference between premium received and premium paid).

WHAT'S PROHIBITED
Trading restricted securities
Neither you nor your covered persons may trade a security that Fidelity has restricted. If you have been notified not to trade a particular security, neither you nor your covered persons may trade that security until you are notified that the restriction has been removed.

Selling short
The short position in a particular covered security may not exceed the number of shares of that security held in the same account. This prohibition includes the following actions: selling securities short, buying puts to open, selling calls to open, as well as writing straddles, collars, and spreads.

Exceptions
·
Options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100,  S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60,  NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.
·
Options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 14 for an expanded list of non-covered securities).


Selling short
Selling a security that is on loan to you from a broker dealer (rather than owned by you) at the time you sell it.

Options Transactions:
You are not permitted to use the same underlying shares of a security to cover two different options transactions.  (e.g., if you own 100 shares of a stock, you can sell 1 covered call or buy 1 protective put using those shares to cover your short position but you cannot execute both option transactions using the same underling shares.

Participating in an IPO
Neither you nor your covered persons are allowed to participate in an initial public offering (IPO) of securities where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers through the Internet.

Exceptions
With prior written approval from the Ethics Office, you or your covered persons may participate if:
·
you or your covered persons have been offered shares because you already own equity in the company
·
you or your covered persons have been offered shares because you are a policyholder or depositor of a mutual company that is reorganizing into a stock company
·
you or your covered persons have been offered shares because of employment with the company
·
you or your covered persons want to participate in an IPO of a closed-end fund

To Do
·
For written approval to in participate in an IPO that may qualify as an exception, submit to the Ethics Office a completed IPO Exception Approval Form (available at MyCompliance.fmr.com).
·
Do not participate in any IPO without prior written approval from the Ethics Office.

Participating in an investment club
Neither you nor your covered persons may participate in an investment club or similar entity.

Investing in a hedge fund
Neither you nor your covered persons may invest in a hedge fund, alternative investment, or similar investment product or vehicle.
Exceptions
·
Investment products or vehicles issued or advised by Fidelity.
·
A hedge fund, alternative investment, or similar investment product or vehicle that you or your covered persons bought before joining Fidelity.  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.
To Do
·
To request an exception, submit a completed Investment Fund Request Form (available at MyCompliance.fmr.com) to the Ethics Office.OW WE ENFORCE THE CODE OF ETHICS
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Excessive trading
Excessive trading in covered accounts is strongly discouraged. In general, anyone trading covered securities more than 60 times (other than Fidelity funds) in a quarter across all his or her covered accounts should expect additional scrutiny of his or her trades. Note that you and your covered persons also need to comply with the policies in any Fidelity fund prospectus concerning excessive trading. The Ethics Office monitors trading activity, and may limit the number of trades allowed in your covered accounts during a given period.

Exception
·
Trades in a discretionary managed account (see Key Concepts on page 14) that has been approved by the Ethics Office.
·
Trades made through automatic, regular investment program that has been disclosed to the Ethics Office in advance.

Buying securities of certain broker-dealers
Neither you nor your covered persons are allowed to buy the securities of a broker-dealer or its parent company if the Ethics Office has restricted those securities.

Trading after a research note
Neither you nor your covered persons are allowed to trade a covered security of an issuer until two full business days have elapsed (not including the day the note was published) since the publication of a research note on that issuer by any Fidelity entity.

Profiting from knowledge of fund transactions
You may not use your knowledge of transactions in funds or other accounts advised by any Fidelity entity to profit by the market effect of these transactions.

Influencing a fund to benefit yourself or others
The funds and accounts advised by Fidelity are required to act in the best interests of their shareholders and clients, respectively. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any party other than their shareholders or clients.
For example, you may not influence a fund to buy, sell, or refrain from trading a security that would affect that security's price to advance your own interest or the interest of a party that has or seeks to have a business relationship with Fidelity.

Attempting to defraud a client or fund
Attempting to defraud a fund or an account advised by any Fidelity entity in any way is a violation of Fidelity's rules and federal law.

Using a derivative to get around a rule
If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.


HOW WE ENFORCE THE CODE OF ETHICS
The Ethics Office regularly reviews the forms and reports it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this Code of Ethics, the Ethics Office will investigate the matter and may contact you.

If it is determined that you or any of your covered persons has violated this Code of Ethics, the Ethics Office or another appropriate party may take action. Among other things, subject to applicable law, potential actions may include:
·
an informational memorandum
·
a written warning
·
a fine, a deduction from wages, disgorgement of profit, or other payment
·
a limitation or ban on personal trading
·
referral of the matter to Human Resources
·
dismissal from employment
·
referral of the matter to civil or criminal authorities
·
disclosure of the matter to a regulator as required by law or regulation


Fidelity takes all Code of Ethics violations seriously, and, at least once a year, provides the funds' trustees with a summary of actions taken in response to material violations of this Code of Ethics. You should be aware that other securities laws and regulations not addressed by this Code of Ethics may also apply to you, depending upon your role at Fidelity.

The Chief Ethics Officer or designee retains the discretion to interpret and grant exceptions to this Code of Ethics and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principals and objectives of the Code of Ethics.

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Exceptions
In cases where exceptions to this Code of Ethics are noted and you may qualify for them, you need to get prior written approval from the Ethics Office. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in this Code of Ethics, you may submit a written request to the Ethics Office. Your request will be considered by the Ethics Office, and you will be notified of the outcome.

Appeals
If you believe a request of yours has been incorrectly denied or that an action is not warranted, you may appeal the decision. To make an appeal, you need to provide the Ethics Office a written explanation of your reasons for appeal within 30 days of when you were informed of the decision.  Be sure to include any extenuating circumstances or other factors not previously considered. During the review process, you may, at your own expense, engage an attorney to represent you. The Ethics Office may arrange for senior management or other parties to be part of the review process. The Ethics
Office will notify you in writing about the outcome of your appeal.





Additional Rules for Traders,
Research Analysts, and Portfolio Managers
Employees trading for the funds (traders), employees making investment recommendations for the funds (research analysts), and employees who manage a fund or a portion of a fund's assets (portfolio managers).


WHAT'S REQUIRED
Notification of your ownership of covered securities in a research note
You must check the box on a research note you are publishing to indicate any ownership, either by you or your covered persons, of any covered security of an issuer (see Key Concepts on page 14) that is the subject of the research note.

Disclosing trading opportunities to the funds before personally trading
There are three aspects to this rule:

Disclosing information received from an issuer
Any time you receive, directly from an issuer, material information about that issuer (that is not considered inside information), you must check to see if that information has been disclosed to the funds in a research note. If not, you must communicate that information to the funds before you or any of your covered persons personally trade any securities of that issuer.

To Do
·
Confirm whether a Fidelity research note has been published with the relevant information.
·
If not, publish a research note or provide the information to the relevant head of research.
·
If you are a trader, disclose the information to the analyst covering the issuer.
·
If you think you may have received inside information, follow the rules in the Policy on Inside Information.

Disclosing information about an issuer that is assigned to you
If you are a research analyst, you must disclose in a research note material information you have about an issuer that is assigned to you before you or any of your covered persons personally trade a security of that issuer.

Exception
·
You or any of your covered persons may be permitted to trade the assigned security in a covered account without publishing a research note if you have obtained the prior approval of both the relevant head of research and the Ethics Office.

To Do
·
Publish a research note with the relevant information and indicate any ownership interest in the issuer that you or your covered persons may have before personally trading a security you are assigned to cover.

Note: You will not be able to obtain pre-clearance approval for your personal trade until two full business days have elapsed (not including the day the note was published) following the publication of your research note.

·
To request an exception to this rule, first contact the relevant head of research and seek approval. Then contact the Ethics Office for approval. Do not personally trade the security until you have received full approval.
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Recommending trading opportunities
In addition, you must recommend for the funds, and, if you are a portfolio manager, trade for the funds, a suitable security before personally trading that security.


WHAT'S PROHIBITED
Trading within seven days of a fund you manage
Neither you nor your covered persons are allowed to trade within seven calendar days (not including the day of the trade) before or after a trade is executed in any covered security of the same issuer (see Key Concepts on page 14) by any of the funds you manage.

Exceptions
·
When the rule would work to the disadvantage of a fund You must never let a personal trade prevent a fund you manage from subsequently trading a covered security of the same issuer, if not making the trade would disadvantage the fund. However, you need approval from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the trade in your covered account.
·
When the conflicting fund trade results from standing orders A personal trade may precede a fund trade in a covered security of the same issuer when the fund's trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the fund's holdings in response to fund cash flows.
·
When the conflicting fund trade is the result of a proportional slice A personal trade may precede a fund trade in a covered security of the same issuer when the fund's trade was conducted as part of the execution of a proportional slice across the fund for cash management or rebalancing purposes.
·
When the covered account is independently managed This exception applies only to discretionary managed accounts (See Key Concepts on page 14) that have received Ethics Office approval.
·
When the conflicting personal trade or fund trade is in options or futures on, or ETFs that track, the
following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.
·
When the conflicting personal trade or fund trade is in options, futures, or ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 14 for an expanded list of non-covered securities).

To Do
·
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.



Legal Information The Code of Ethics for Personal Investing constitutes the Code of Ethics required by Rule 17j-1 under the Investment Company Act of 1940 and by Rule 204A-1 under the Investment Advisers Act of 1940 for the Fidelity funds, investment advisors or principal underwriters, and any other entity designated by the Ethics Office.


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EX-99.P9 10 p9coe.htm COE-MET WEST/TCW 3-13-17

  For Internal Use Only                                                                    March 13, 2017


1


 
Table of Contents
 
 
General Principles
 
1
 
Personal Investment Transactions
 
2
Overview
2
Covered Transactions/Covered Accounts
2
Pre-clearance of Covered Transactions
3
Pre-clearance Process
3
Prohibited Transactions
3
Exempt Securities
6
Exemptive Relief
9
 
Reporting
 
11
Personal Investment Reporting
11
Reporting on Opening, Changing or Closing a Covered Account
11
Required Certifications
12
 
Policy Statement on Insider Trading
 
13
What You Should Do If You Have Questions About Inside Information?
13
TCW Policy on Insider Trading
14
Trading Prohibition
14
Communication Prohibition
14
What is Material Information?
15
What is Non-Public Information?
15
Examples of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases
16
Board of Directors Seats or Observation Rights
16
Deal-Specific Information
16
Participation in Rapid Fire Capital Infusions
17
Overview
17
What Should You Do?
17


2



What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?
18
Creditors' Committees
18
Information about TCW Products
18
Contacts with Public Companies
19
Expert Networks
20
What Is The Effect Of Receiving Inside Information?
20
Does TCW Monitor Trading Activities?
20
Penalties and Enforcement by SEC and Private Litigants
21
Ethical Wall Procedures
21
Identification of the Walled-In Individual or Group
21
Isolation of Information
22
Restrictions on Communications
22
Restrictions on Access to Information
22
Trading Activities by Persons within the Wall
22
Termination of Ethical Wall Procedures
23
Maintenance of Restricted List
23
Exemptions
24
 
Gifts & Entertainment: Anti-Corruption Policy
 
25
Gifts
25
Entertainment or Similar Expenditures
26
Gifts, Entertainment, Payments & Preferential Treatment
26
Foreign Corrupt Practices Act (FCPA)
31
Statement of Purpose
31
Scope
32
Prohibited Conduct
32
Health or Safety Exception
32
Third Party Representatives
33
Red Flag Reporting
34
Mandatory Reporting
35
Books and Records
35


3



 
Outside Business Activities
 
36
General
36
Obtaining Approval/Reporting
36
 
Political Activities & Contributions
 
37
Introduction
37
General Rules
37
Fundraising and Soliciting Political Contributions
37
Rules Governing Firm Contributions and Activities
38
Federal Elections
38
Contributions to State and Local Candidates and Committees
38
Political Activities on Firm Premises and Using Firm Resources
38
Federal, State, and Local Elections
38
Rules for Individuals
39
Responsibility for Personal Contribution Limits
39
Pre-Approval of all Political Contributions and Volunteer Activity
39
New Hires, Transfers and Promotions to Covered Associate Position
40
Participation in Public Affairs
40
 
Other Employee Conduct
 
41
Personal Loans
41
Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm
41
Disclosure of a Direct or Indirect Interest in a Transaction
41
Corporate Property or Services
41
Use of TCW Stationery
42
Giving Advice to Clients
42
 
Confidentiality
 
43


4



 
Sanctions
 
44
 
Reporting Illegal or Suspicious Activity - "Whistleblower Policy"
 
45
Policy
45
Procedure
45
 
Glossary
 
47




5


General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code, the "Firm" or "TCW" refers to The TCW Group, Inc., TCW Advisors, and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm's clients. In consideration of this you must:

·
Protect the interests of the Firm's clients before looking after your own.
·
If you know that an investment team is considering a transaction in a security, don't trade that security.
·
Never use opportunities provided for the Firm's clients by brokers or others for your personal benefit.
·
Avoid actual or apparent conflicts of interest in conducting your personal investing.
·
Never trade on the basis of client information, or otherwise use client information for personal benefit.
·
Maintain the confidentiality of all client financial and other confidential information.  Loose lips sink ships.
·
Comply with all applicable securities laws and Firm policies, including this Code.
·
Communicate with clients or prospective clients candidly.
·
Exercise independent judgment when making investment decisions.
·
Treat all clients fairly.

When in doubt, call the General Counsel, the Chief Compliance Officer, or any member of the Compliance or Legal Department before taking action.  We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action.  As an Access Person, you are responsible for safeguarding the reputation of TCW. 

Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.



6



Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm.  The second part addresses reporting requirements for personal investing.  You must conduct your personal investment activities in compliance with these rules. 

Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com.

All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person's work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. The Person may be notified by his/her supervisor, or such other appropriate officer(s) that there is a trading issues, and that trading restrictions and/or other disciplinary action, as appropriate, may be implemented.

Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy or to have them attend a Code of Ethics orientation.

Covered Transactions/Covered Accounts

This policy covers investment activities ("Covered Transactions") (i) by any Access Person or Covered Person, and (ii) in any account in which any Access Person has a "beneficial interest".  Any account through which a Covered Transaction is made is a "Covered Account." 



7




An Access Person has a "beneficial interest" in an account if that Access Person:

·
has benefits substantially equivalent to owning the Securities or the account, 
·
can obtain ownership of the Securities in the account within 60 days, or
·
can vote or dispose of the Securities in the account.

Examples include a relative's brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

Violations of this policy by a Covered Person will be treated as violations by you. 


Pre-clearance of Covered Transactions

Generally, all trading by Covered Persons requires pre-clearance.  Exempt transactions and exempt securities are listed in this Code of Ethics.

Pre-clearance Process

Outside Fiduciary Accounts require special procedures.  Contact the Administrator of the Code of Ethics.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com. 

Pre-clearance expires at 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after approval has been received. Generally, you must either obtain a new pre-clearance or cancel any unexecuted portion of the transaction that is not completed before your pre-clearance expires.  



8




Prohibited Transactions

The following activities are prohibited and pre-clearance will generally not be available.

Prohibited Transaction
Exceptions/Limitations
Consequences/Comments
Transacting in a Security that the Firm is trading for its clients
Exception: Permitted once the Firm's trading is completed or cancelled
Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.
Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients
   
Uncovered short sale
   
Writing an uncovered option
   
Acquiring any Security in an IPO
Exception: Permitted if the Security is an Exempt Security. See chart below.
 



9



Acquiring an interest in a 3rd party registered investment company advised or sub-advised by the Firm
Exception: TCW sub-advised ETFs are permitted, but, as with all ETFs, must still be pre-cleared and reported as stated below.
See Prohibited Third-Party Mutual Fund List under Forms on myTCW.

Additional Restrictions for Certain Investment Personnel

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.  

Prohibited Transaction
Applies to
Consequences/Comments
Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days by any of the following Access Persons described under "Applies to" who provide services for registered investment companies
 
· Portfolio Managers
· Securities Analysts and Researchers
· Securities Traders who provide information or advice to a portfolio manager
· Members of Investment Control
Transactions will be matched using a LIFO system.
All profits of prohibited trades are subject to disgorgement
Exceptions:
· Exempt Securities
· ETFs
Note however, that Exempt Securities and ETFs must still be submitted through StarCompliance for pre-approval.



10



Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client, in any
· Covered Account, or
· Outside Fiduciary Account
· Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the Security is transacted.
· Members of Investment Control
· Members of Investment Operations.
· All prohibited transactions will generally be reversed; and
· all profits are subject to disgorgement.



11



Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling  a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client, in any
· Covered Account, or
· Outside Fiduciary Account
· Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the security is transacted.
· Members of Investment Control.
· Members of Investment Operations
· All prohibited transactions  will generally be reversed; and
· all profits are subject to disgorgement.



12



Purchasing or selling any Security in the 5 business days AFTER a TCW-advised or sub-advised registered investment company buys or sells the Security, in any
· Covered Account, or
· Outside Fiduciary Account
· Prohibited for a portfolio manager and any other investment professional in their product group, including traders, Researchers or Analysts,  managing funds for the registered investment company
· Members of Investment Control
· Members of Investment Operations
· All prohibited transactions  will generally be reversed; and
· all profits are subject to disgorgement.
Purchasing or selling any Security in a manner inconsistent with any recommendation made by that research analyst less than 30 days prior to the proposed purchase or sale
· Prohibited for any Analyst or Researcher
· All prohibited transactions must be reversed; and
· all profits are subject to disgorgement.



13



Recommending any Security for purchase by the Firm, including writing a research report advocating for the purchase of a Security , where such individual also holds such Security in a Covered Account.
· Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report.
· All prohibited transactions must be reversed; and
· all profits are subject to disgorgement.

Exempt Securities

Pre-clearance is generally not required for Exempt Securities.  The following table identifies Exempt Securities and summarizes any pre-clearance and reporting requirements that apply.

Types of Exempt Securities
Pre-clearance Required?
Reporting Required?
Limitations/Comments
U.S. Government Securities (including agency obligations)
No
No
 
Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof
No
Yes
 



14



Bank certificates of deposit or time deposits
No
No
 
Bankers' Acceptances.
No
No
 
Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes, repurchase agreements, and municipal bonds.
No
Yes
Ask the appropriate product attorney in the Legal Department for clarification if any questions.
Shares in money market mutual funds or a fund that appears on the exempt list. 
No
 
No
 
Shares in open-end investment companies not advised or sub-advised by the Firm.
No
No
See Prohibited Third-Party Mutual Fund List under Forms on myTCW.
Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm.
No
No
 
Stock index futures, futures on U.S. Government Securities, Eurodollar futures contracts, and non-financial commodities
No
Yes
 
Municipal bonds traded in the market
No
Yes
No



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Trades in Non-Discretionary Accounts which you, your      spouse, your domestic
partner, or your
significant other
established.
No
Opening of the account must be reported, with evidence that it is non-discretionary. No reporting of trades required.
 
Securities purchased or sold through an Auto-Trade 
No
Yes
 
Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.
No
Yes
 
Interests in Firm-sponsored limited partnerships or other Firm -sponsored private placements.
No
Yes
Firm already must approve in order to invest, which serves as pre-clearance.
Securities acquired in connection with the exercise of an option.
No, unless cash is received in connection with exercise of the option
Yes, securities received must be reported.
 



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Ownership Interests in Clipper Holding, LP
No
No
 
Rule 10b5-1 Plans
Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.
Yes
 
Direct Purchase Plans
Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.
Yes
 
Interests in Firm- sponsored Private Placements that are
· Estate planning transfers
· Court-ordered transfers
No
No
 
MetWest or TCW Fund in a Firm Account
No
No
Compliance with frequent trading rules required. Monitored by the Firm.



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MetWest or TCW Fund in a non-Firm Account
No
Yes
Compliance with frequent trading rules required.
Securities where the Firm acts as an adviser or distributor for the investment, offered in:
· A hedge fund;
· Private Placement; or
· Other Limited Offerings
Yes (if a limited offering)
Yes
 

Exemptive Relief

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics.  The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers. The Approving Officers have no obligation to grant any requested approval or exemption. 

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person. 



18



Reporting

Personal Investment Reporting

TCW receives automated feeds from many major brokers ("Linked Brokers").  If your broker is not a Linked Broker, you must ensure that TCW receives duplicate broker statements.  The Administrator of the Code of Ethics  can inform you if your broker is a Linked Broker, and set up your account for automated feed.  If your broker is not a Linked Broker, the Administrator of the Code of Ethics can assist you with a release letter ("407 letter") to allow TCW to receive duplicate statements. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts. 

Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts: You must use the StarCompliance, http://tcw.starcompliance.com, system to enter information about each Covered Account:



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Activity
Comments
Exceptions
· Upon becoming an Access Person
· Upon opening a new Covered Account while you are an Access Person
 
You are not required to report or enter information for:
· Outside Fiduciary Accounts
· Accounts that can only hold third party mutual funds
· Upon closing, or making any change to a Covered Account while you are an Access Person
Update StarCompliance
N/A

Separate Accounts: You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm.


Required Certifications

Reports are filed online at http://tcw.starcompliance.com.

If you will not be able to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.



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Certification
When Due
Additional Requirements
Initial Holdings Report
Within 10 days after becoming an Access Person
Include all securities except Exempt Securities
 
Include all Covered Accounts.  Holdings must be current no earlier than 45 days before you became an Access Person
Quarterly Certificate of Compliance
By each January 10, April 10, July 10 and October 10
Must be filed even if there were no transactions during the period.
Annual Holdings Report
By January 31 of each year
Same as Initial report, except that holdings must be current as of December 31 of the prior year.
Annual Certificate of Compliance
By January 31 of each year
 
Report on Outside Activities (Includes, among other activities, Directorships, Officerships, Creditor Committees, Board Observation Rights and Employment)
4th quarter of each year
 



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Policy Statement on Insider Trading

Members of the Firm occasionally come into possession of material, non-public information or "inside information". Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information.

The SEC rules provide that any purchase or sale of a security while "having awareness" of inside information is illegal regardless of whether the information was a motivating factor in making a trade. 

Courts may attribute one employee's knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability. 

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term "Ethical Walls").

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.
 
What You Should Do If You Have Questions About Inside Information?



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Topic
You Should Contact:
If you have a question about:
· The Insider Trading Policy in general
· Whether information is "material" or "non-public"
· If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)
· Whether you have received material non-public information about a public company
· Obtaining deal-specific information (pre-clearance is required)
· Sitting on a Creditors' Committee (preapproval is required)
· Need to have an Ethical Wall established
· Terminating an Ethical Wall
· Section 13/16 issues
· Who is "within" or "outside" an Ethical Wall
The product attorney, General Counsel or Chief Compliance Officer.
 
· If you wish to take a Board of Directors seat, serve as an alternate on a Board or sit on a Creditors Committee (Pre-approval is required)
Administrator of the Code of Ethics
 
In the event of inadvertent or non-intentional disclosure of mutual non-public information
Product attorney or General Counsel who will notify the Chief Compliance Officer because the Firm may be required to make prompt disclosure.

TCW Policy on Insider Trading

Trading Prohibition
·
No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company's securities) while in possession of material, non-public information about the company (except in limited circumstances discussed below). 



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·
·
This applies in the case of both publicly traded and private companies. 
·
This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the product attorney in the Legal Department, the General Counsel, or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted.

Communication Prohibition

No Access Person may communicate material, non-public information to others who have no official need to know. This is known as "tipping," which also is a violation of the insider trading laws, even if you as the "tipper" did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm

Remember that TCW Mutual Funds are publicly traded entities and you may be privy to material non-public information regarding those entities.  Communicating such information in violation of the Firm's policies is illegal.

The prohibition on sharing material, non-public information extends to affiliates such as the Carlyle entities. 




What is Material Information?

Information (whether positive or negative) is material:



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Confidentiality



·
When a reasonable investor would consider it important in making an investment decision or
·
When it could reasonably be expected to have an effect on the price of a company's securities.

Some examples of Material Information are:
·
Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes, defaults,
·
Projections, major capital investment plans,
·
Significant labor disputes,
·
Significant merger, tender offers, secondary offerings, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,
·
New product releases, price changes, schedule changes,
·
Significant accounting changes, credit rating changes, write-offs or charges,
·
Major technological discoveries, breakthroughs or failures,
·
Major contract awards or cancellations, significant regulatory developments (e.g. FDA approvals),
·
Governmental investigations, major litigation or disposition of litigation, or
·
Extraordinary management developments or changes.

Because no clear or "bright line" definition of what is material exists, assessments sometimes require a fact-specific inquiry.  If you have questions about whether information is material, direct the questions to your product attorney, the General Counsel or the Chief Compliance Officer. 

What is Non-Public Information?
Non-public information is information that:
·
Has not been disseminated broadly to investors in the marketplace, such as a press release or publication in the Wall Street Journal or other generally circulated publication; or
·
Has not become available to the general public through a public filing with the SEC or some other governmental agency, Bloomberg, or release by Standard & Poor's or Reuters.



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Confidentiality


·

Examples of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases

Examples of how a person could come into possession of inside information include:

Board of Directors Seats or Observation Rights
·
Most public companies have restrictions on trading by Board members except during trading window periods. 
·
Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Outside Business Activity Form that is posted on myTCW and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.
·
If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made. 

Portfolio Managers:
·
Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or
·
Having the intent to control or work with others to attempt to influence or control a company. 

Should be mindful of:
·
SEC filing obligations under Section 16 of the Exchange Act
·
"Short swing profits" restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.

Deal-Specific Information

Employees may receive inside information for legitimate purposes such as:



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Confidentiality



·
In the context of  a direct investment, secondary transaction or participation in a transaction for a client account
·
In the context of forming a confidential relationship
·
Receiving "private" information through on-line services such as Intralinks.

This "deal-specific information" may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:
·
mezzanine financings,
·
loan participations, bank debt financings,
·
venture capital financing,
·
purchases of distressed securities,
·
oil and gas investments, and
·
purchases of substantial blocks of stock from insiders.

It should be assumed that inside information is transmitted whenever:
·
A confidentiality agreement is entered into;
·
An oral agreement is made or an expectation exists that you will maintain the information as confidential; or
·
There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship. 

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of  inside information can affect the ability of other product groups at the Firm to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the product attorney in the Legal Department for your area,



27

Confidentiality


who then will implement the appropriate Ethical Wall and trading procedures.

Participation in Rapid Fire Capital Infusions 

Overview

From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.

What Should You Do?
If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the Legal Department, General Counsel or Chief Compliance Officer. Do not ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the Firm. Your email should include the contact information for the person who contacted you.

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

Historically, the Firm's marketable securities strategies have not received material non-public information and have relied solely on public information.  Some of the ramifications of your participating in a rapid fire capital infusion are:
·
Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate.  There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information. 
·
A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so).
·
You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s).



28

Confidentiality


If your group decides to participate in the offering, the Legal Department will work with your group to implement appropriate Ethical Wall procedures with the goal of ensuring that others at the Firm who do not have the information will not be frozen in their trading securities of the issuer.  The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the Firm until after the terms of the financing (or other material non-public information) are publicly announced.

Creditors' Committees

Members of the Firm may be asked to participate on a Creditors' Committee which is given access to inside information.  Since this could affect the Firm's ability to trade in securities in the company, before agreeing to sit on any Creditors' Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made. 

Information about TCW Products

Employees could come into possession of inside information about the Firm's limited partnerships, trusts, and mutual funds that is not generally known to their investors or the public. The following could be considered inside information:

·
Plans with respect to dividends, closing down a fund or changes in portfolio management personnel
·
Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or
·
A large-scale buying or selling program or a sudden shift in allocation that was not generally known
Disclosing holdings of the TCW Mutual Funds on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Mutual Funds to the general public and investors through tcw.com on a monthly basis. This disclosure may occur on or prior to the 15th calendar day following the end of that month (or, if the 15th calendar day is not a business day, the next business day thereafter). Disclosure of these funds' holdings at other times, where a general disclosure has not yet been made



29

Confidentiality


through tcw.com, requires special confidentiality procedures and must be pre-cleared with the product attorney (See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure).
In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel.  The Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place. 

Contacts with Public Companies

Contacts with public companies are an important part of the Firm's research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.

If an issue arises in this area, a research analyst's notes could become subject to scrutiny. Research analyst's notes have become increasingly the target of plaintiffs' attorneys in securities class actions.

The SEC has declared publicly that they will take strict action against what they see as "selective disclosures" by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insider's fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer. 



30

Confidentiality


Expert Networks

The Firm may, from time to time, execute agreements with companies that provide access to a group of professionals, specialized information or research services ("Expert Networks").  In such circumstances, Expert Networks are engaged to provide authorized TCW employees with information that may be helpful in TCW understanding an industry, legislative initiatives, and many other important topical areas.  However, TCW is mindful of the fact that Expert Networks present significant legal, compliance and regulatory risks concerning the receipt and transmission of materially non-public information.  Given this inherent risk, TCW requires that the compliance policies of each Expert Network are reviewed and approved by our Compliance Department prior to entering into an agreement for services.  Furthermore, the Firm requires that each employee who wishes to participate in an Expert Network read and confirm their understanding of the Firm Expert Network Guidelines, as well as complete an Insider Trading training module to ensure that they understand the Firm policies regarding material non-public information and insider trading.

What Is The Effect Of Receiving Inside Information?

Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:

Establish an Ethical Wall around the individual or a select group or department, and/or place a "firm wide restriction" on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm, whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.

In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall, the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to "isolate" the inside



31

Confidentiality


information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.

In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance. 

Does TCW Monitor Trading Activities?

Yes, the Compliance Department monitors trading activities through one or more of the following:
 
Conducts reviews of trading in public securities listed on the Restricted Securities List.
Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades
Conducts monitoring of the Ethical Walls.
Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm's policies.
Obtains securities holding and transaction reports as required by SEC rules and regulations.

Penalties and Enforcement by SEC and Private Litigants

Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm. Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved.  Penalties for violations are severe for both the individual and possibly his or her employer. The regulators, the market and the Firm view violations seriously and there can be significant fines, jail time and lawsuits. 

Ethical Wall Procedures

The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures



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Confidentiality


are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to "quarantine" or "isolate" the individuals or select group of persons with the inside information within the Ethical Wall.

Identification of the Walled-In Individual or Group

The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors' Committee, serving on a Board in a capacity related to the Firm's investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the product attorney, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important. If you are in a group where you expect to continuously receive material non-public information as part of its strategy, a global Ethical Wall may be required to be imposed on the department.

Isolation of Information

Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the product



33

Confidentiality


attorney in the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the product attorney, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as "inside the wall" and will be subject to all Ethical Wall restrictions in this policy.

Restrictions on Access to Information

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

Trading Activities by Persons within the Wall

Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions except:

·
Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given (Note that if the transaction is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine  any disclosure obligations to the counterparty, and
·
In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client.  The liquidating portfolio manager should confirm to the Administrator of the Code of



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Confidentiality


·
Ethics in connection with such liquidation that no confidential information was shared with the client.

Termination of Ethical Wall Procedures

When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated.   This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors' Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain "window periods" when the company permits such "access" persons to trade.

Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm.

Maintenance of Restricted List

The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics, who distributes it as necessary. The Administrator of the Code of Ethics also updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.




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Confidentiality


The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List should not be considered the complete list – the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).
Exemptions

Once an issuer is placed on the Restricted Securities List, any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics.



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Gifts & Entertainment: Anti-Corruption Policy

Access Persons may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.

Where possible, or as required in this Policy, you should notify your supervisor or group or department head before, or after, providing or accepting any Gifts or Entertainment, even if no other approval is required. As discussed below, Access Persons may also be required to obtain approval when giving or receiving certain Gifts and Entertainment. Unless otherwise specified below, if approvals are required, you must submit your request through StarCompliance for approval by the Administrator of the Code of Ethics. Access Persons must obtain prior written approval from the Administrator of the Code of Ethics where required. The Administrator of the Code of Ethics shall elevate the request in the event of high risk or higher value gifts, or as otherwise necessary or appropriate.  Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent  feasible,  any  required  approvals  should  be  obtained  before  accepting  or giving Gifts  or Entertainment. It is the Access Person's responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received.  Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.

Gifts

A "Gift" is anything of value given or received without paying its reasonable fair value (e.g. merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or



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entertainment events, trips and hotel expenses where Access Persons are not present as attendees).  Entertainment (as defined below) is not a Gift.
·
A Gift must only be provided as a courtesy or token of regard or esteem ("Token Gift").
·
Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment.
·
Gifts of cash or cash equivalents are prohibited.
 
You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws. 

Entertainment or Similar Expenditures

"Entertainment" generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.

·
Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive (e.g., 3 days of golf for a 1-day seminar is excessive and not reasonable).
·
You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws.
Access Persons are required to follow the approval process set forth below, and in this Policy, to obtain the requisite approvals, if any, before or after giving or receiving Gifts or Entertainment.

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients' independent business judgment.  Therefore, the Policy establishes



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reasonable limits and procedures relating to giving and receiving Gifts and Entertainment.

If approval is required, Access Persons should request approval through StarCompliance, and wait for a decision before taking any action.  The Administrator of the Code of Ethics shall review the submission with your supervisor or department and the Approving Officers, as appropriate. Registered Persons may be required to log gifts & entertainment given or received in StarCompliance. Refer to the table below which describes the Gifts & Entertainment for which a log may be required.  If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent  feasible,  any  required  approvals  should  be  obtained  before  accepting  or giving Gifts or Entertainment.  It is the Access Person's responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received.  Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.

Gifts Provided By the Firm/Access Persons

Type of Gift To Be Given
Approval Required
Cash Gifts (including gift cards)
Prohibited
Token Gifts (e.g. bottles of wine, fruit baskets, books) under $100 (unless given to a Foreign Official or Domestic Official)
No Approval Required
Gifts in excess of $100 that seem appropriate under the circumstances
Pre-Approval Required



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Personal Charitable Gifts given where the recipient has a known business relationship with or a connection to a client or potential client of the Firm
Pre-Approval Required
Gifts to Foreign Officials or Domestic Officials (regardless of value)
Pre-Approval Required
Charitable Gifts given on behalf of the Firm
Pre-Approval Required.  The Charitable Contribution request form must be completed before making the Gift.
Gifts by TCW Funds Distributors LLC (formerly, TCW Brokerage Services), a limited-purpose broker-dealer ("TFD") Registered Persons aggregating less than $100 per year
No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing:
· Name of recipient(s)
· Date of Gift(s)
· Value of Gift(s)
 
A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firm's logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the "de minimis" standard, then the gift should be logged.



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Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient's employer. Examples of gifts not relating to the business of the recipient's employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family relationship between you and the recipient.
Pre-Approval Required, And Must Maintain Log Showing:
· Name of recipient(s)
· Date of Gift(s)
· Value of Gift(s)
Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient's employer
Prohibited
Gifts to Unions or Union Officers
Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.






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Entertainment and Hospitality Provided by the Firm/Access Persons

Amount 
Approval Required
$250 or less per person and $2,500 or less in aggregate per event
No Approval Required
Greater than $250 per person or $2,500 or more in aggregate per event
Pre-Approval Required
Attendance and participation at industry sponsored events (for example, purchasing a table at an industry conference)
No Approval Required
If provided to a Foreign Official or Domestic Official  (regardless of value)
Pre-Approval Required

Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification.  Therefore, discretion and restraint is advised.

Gifts and Entertainment Received by Firm Personnel

You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances. Access Persons are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics.

If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift, (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm, give it to the Administrator of the Code of Ethics, which will donate it to charity.

If the host of an event is personally present at the event, the event will be considered Entertainment; otherwise, it will be considered a Gift.  You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances.  There may be some



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circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment.  Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm, use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics shall review such situation with your supervisor or department head and the Approving Officers, as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality.  For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.

In light of the nature of Gift-giving and the impromptu nature of some Entertainment, approval for Access Persons accepting such items may often be after the fact.  However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment.  Where prior approval is not possible with respect to impromptu Gifts or Entertainment, the Access Persons receiving such Gift or Entertainment must seek approval as soon as is reasonably practicable.  If such Gift or Entertainment received is impermissible under U.S. or local laws, then the Administrator for the Code of Ethics may require the Access Persons to return the Gifts or reimburse such Entertainment received.

Type of Gift/Entertainment Received
Approval required
Cash Gifts
Prohibited
Solicitation by Access Persons of Gifts from clients, suppliers, brokers, business partners, or potential business partners
Prohibited
Appropriate Gifts with value of $100 or less*
No Approval Required
Tickets(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below)
· No Approval Required



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Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances*
Approval Required
Gifts given to a wide group of recipients (e.g. closing dinner Gifts, holiday Gifts)*
No Approval Required
Gifts received from the same donor more than twice in a calendar year*
Approval Required
Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year
Approval Required
Entertainment over $250 per event*
Approval Required
Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the "Speaker Exemption")
No Approval Required
Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes
Approval Required

*For Investment Personnel only:
·
All Gifts and Entertainment, of any value, received from broker/dealers must be reported in StarCompliance.
·
All Gifts received from broker/dealers with a value in excess of $100/person are prohibited and should be returned to the broker/dealer or turned over to Compliance for appropriate disposition.
·
If an Investment Personnel is granted approval to accept entertainment with a value in excess of $250 per event from a broker/dealer, that person must personally pay the amount in excess of $250 and must maintain records indicating such payment.



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Foreign Corrupt Practices Act (FCPA)

The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action (e.g., processing governmental papers, providing police protection, and providing mail service) under limited circumstances ("Facilitating Payments").  Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.

Statement of Purpose

TCW (the "Firm") is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.S. Travel Act (the "Travel Act"), the U.K. Bribery Act of 2010 (the "Bribery Act") and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the "OECD Convention").  The purpose of this Anti-Corruption Policy (the "Policy") is to ensure compliance with all applicable anti-corruption laws and rules. 

Of course, no policy can anticipate every possible situation that might arise.  As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor, Firm contact or the Legal or Compliance Departments.  When in doubt, Firm Personnel should seek guidance.

Scope

This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located (collectively referred to as "Firm Personnel").  Violations of this Policy may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.



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Prohibited Conduct

Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement for the benefit of any person, including a Foreign Official or Domestic Official, with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.

"Foreign Official" includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing.  Because U.S. regulators have a very broad view of what constitutes a "Foreign Official," Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.

"Domestic Official" means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing. 
For purposes of this Policy, Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.

All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses.  Personal funds (your own or a third party's) must not be used to accomplish what is otherwise prohibited by this Policy.

Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.

Health or Safety Exception

Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel (or anyone else) is at risk.  If a payment is made pursuant to this limited exception,



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Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk.  The payment must also be accurately recorded in the Firm's books and records.

Third Party Representatives

Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firm's behalf (collectively "Third Party Representatives"). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy.  The Legal Department is required to approve all engagements with Third Party Representatives. Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the General Counsel and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative.

Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the Legal Department.  Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern). Firm Personnel must consult with the Legal Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag, or any other similar situation.

It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business.  To this end, the following shall apply to all Firm Personnel:

a.
Familiarize yourself with the examples of Red Flags listed in this Policy; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy;



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b.
Be vigilant in detecting Red Flags; it is prohibited to "consciously avoid" or "close your eyes" to a violation or to a Red Flag;
c.
Look out for Red Flags both before and during a relationship with any transaction partner; and
d.
If you have information concerning a potential Red Flag, contact the General Counsel immediately. 

No Firm Personnel who in good faith provides information regarding a possible Red Flag will suffer any retaliation or adverse employment decision as a consequence of such report.

The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur.  However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Legal Department who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag.  Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag.  The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.

Red Flag Reporting

Firm Personnel are required to promptly report to the General Counsel any situations that raise anti-corruption compliance Red Flags.  All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues.  The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward.  Red Flags include (but are not limited to):

· A request for reimbursement of extraordinary, poorly documented, or last minute expenses;
· A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty;
· A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency;
· An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the



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· timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business;
· A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy, applicable anti-corruption laws and rules;
· A refusal, if asked, to disclose owners, partners, or principals;
· Use of shell or holding companies that obscure an entity's ownership without credible explanation;
· As measured by local customs or standards, or under circumstances particular to the party's environment, the party's business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm;
· The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and
· In the case of engaging a Third Party Representative, the potential Third Party Representative:
o
has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm;
o
is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm;
o
displays ignorance of or indifference to local laws and regulations;
o
is unable to provide appropriate business references;
o
lacks transparency in expenses and accounting records;
o
is the subject of credible rumors or media reports of inappropriate payments; or
o
requests payment that is disproportionate to the services provided.

Mandatory Reporting

Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy.  All suspected violations of this Policy, including minor violations, should be reported.  For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be



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reported.  In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts, payments or other inducements from them, including any request made by a Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.

Firm Personnel may also report suspected violations of this Policy as specified in the Firm's Whistleblower Policy. 

Books and Records

The Firm is required to maintain books and records that accurately reflect the Firm's transactions, use of Firm assets, and other similar information.  The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firm's actions. The Firm should not create any undisclosed or unrecorded accounts for any purpose.  False or artificial entries are not to be made in the books and records of the Firm for any reason.




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Outside Business Activities

General

The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:
·
interferes, competes, or conflicts with the interests of the Firm or gives an appearance of a conflict of interest.
o
Employment in the securities brokerage industry is prohibited.
o
Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.
·
encroaches on normal working time or otherwise impairs performance,
·
implies Firm sponsorship or support of an outside organization, or
·
adversely reflects directly or indirectly on the Firm.

A conflict of interest may arise if an employee is engaged in an outside business activity ("OBA") or receives any compensation for outside services that may be inconsistent with the Firm's business interests. Examples of OBAs may include, but are not limited to, the following:
·
Outside employment
·
Serving as an officer or on the Board of any non-affiliated company or institution
·
Accepting appointment as a fiduciary, including executor, trustee, guardian, conservator or general partner
·
Honorariums, public speaking appearances or instruction courses at educational institutions
·
Serving as an officer or on the Board of any non-investment related organizations that are exclusively charitable, fraternal, religious, civic and are recognized as tax exempt

Obtaining Approval/Reporting



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All employees are required to obtain pre-approval before engaging in any OBA by completing the Outside Business Activity Form and sending the completed form to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics will then coordinate the approval and reporting process.

In addition, all employees are required to complete the initial Outside Business Activity Form upon their hire, provide an updated form to Compliance upon material changes to the activity or role involved, file a new Outside Business Activity Form prior to the commencement of any new Outside Business Activity, and complete the Report on Outside Business Activity annually.



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Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm. Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual's right to participate in the political process. If you have any questions about political contributions or activities, contact the Administrator of the Code of Ethics.

General Rules

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual's right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.




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Fundraising and Soliciting Political Contributions

Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm, unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead is prohibited.

Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:

·
originate from the individual's home address,
·
make clear that the solicitation is not sponsored by the Firm, and
·
make clear that the contribution is voluntary on the part of the person being solicited.

Rules Governing Firm Contributions and Activities

Federal Elections

The Firm is prohibited from:

·
making or facilitating contributions to federal candidates from corporate treasury funds,
·
making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,
·
using, or allowing the use of, corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and
·
making partisan communications to its "rank and file" employees or to the public at large.

Contributions to State and Local Candidates and Committees




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The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:

·
using the Firm's funds for any political contributions to state or local candidates, or
·
making any political contribution in the Firm's name.

Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

·
Using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm-provided refreshments at a political event, and
·
directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:
 
·
the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval.
·
the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),
·
the activities do not prevent the individual from completing normal work or interfere with the Firm's normal activity,



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·
the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and
·
the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.

TCW follows the above policy for activities related to state and local elections.

Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

Pre-Approval of all Political Contributions and Volunteer Activity

Each TCW employee, and their spouse, domestic partner and relative or significant other sharing the same house, must obtain pre-approval from the Administrator of the Code of Ethics before:

·
making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office, or a campaign committee, political party committee, proposition, referendum, initiative, other political committee or organization (example: Republican or Democratic Governors Association) or inaugural committee. A Contribution includes anything of value given or paid to:

o
influence any election for federal, state or local office;
o
pay any debt incurred in connection with such election; or
o
pay any transition or inaugural expenses incurred by the successful candidate for state or local office.



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·
volunteering their services to a political campaign, political party committee, proposition, referendum, initiative, political action committee ("PAC") or political organization.

Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.

New Hires, Transfers and Promotions to Covered Associate Position

New hires, transfers and promotions to positions may not be made without the prior review of their political contributions and activities by Compliance. Human Resources will gather information on any new hire or on any employee being transferred or promoted. The information shall include information about the political contributions or activities of the new hire or employee's spouses, domestic partners and relatives or significant others sharing the same house. Compliance can exempt individuals or categories of employees from this review.

Participation in Public Affairs

The Firm encourages its employees to be involved in public affairs and political processes. Normally, participation in public affairs takes place outside of regular business hours. If participation in public affairs requires corporate time, or you wish to accept an appointive office, or you want to run for elective office, contact the Administrator of the Code of Ethics in order to request approval.

You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm.

Employees participating in political activities do so as individuals and not as representatives of the Firm. You may not:

·
use either the Firm's name or its address in material you mail or fundraising, and



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·
identify the Firm in any advertisements or literature, except as necessary biographical information.



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Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm. Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm's funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:
·
selling information to which an employee has access because of his/her position,
·
acquiring any property interest or right when the Firm is known to be interested in the property in question,
·
receiving a commission or fee on a transaction that would otherwise accrue to the Firm, and
·
diverting business or personnel from the Firm.

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.



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You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

Corporate Property or Services

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firm's expense.

Use of TCW Stationery

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice.

· Avoid statements that might be interpreted as legal advice; and
· Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.



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Confidentiality

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer.



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Sanctions


Sanctions

The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code, including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.



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Reporting Illegal or Suspicious Activity - "Whistleblower Policy"

Policy

The Firm is committed to compliance with the law and its policies in all of its operations. The Firm's employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firm's policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The Firm requires that all employees report activity that is illegal or does not comply with the Firm's policies and procedures ("Compliance Issues"), including this Code. Reports about Compliance Issues will be held confidentially by the Firm except in limited circumstances.  The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy.  If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.

Procedure

In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues. 

An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. "Good faith" means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct. 



63



The report should be made to the General Counsel and may be made via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the General Counsel. Reports may also be made directly to the General Counsel, in person or in writing (including email).  Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication.  When making a report, employees should state in as much detail as possible the facts that raised a concern. 

The Chief Compliance Officer and General Counsel will consult about the investigation as required. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer, the General Counsel or an external party.

The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained.  To the extent practicable, employees will be kept apprised of the Firm's response to their reports. 

The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

Each quarter (or more frequently as necessary), the General Counsel will provide TCW's Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney General's whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation



64




Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.



65



Glossary

A

Access Person(s) - Includes all of the Firm's directors, officers, and employees, except those who (i) do not devote substantially all working time to the activities of the Firm, and (ii) do not have access to information about the day‑to-day investment activities of the Firm. A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.

Account - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT, and CBO/CDO/CLO).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

Approving Officers - One of the Chief Operating Officer or the Head of Investment Operations Technology in addition to one of the General Counsel or the Chief Compliance Officer. 

B

Beneficial Interest – an interest of an Access Person in a security or account of another person under which  they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

C

CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.




66



Chief Compliance Officer - The Chief Compliance Officer of TCW. For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO - Collateralized loan obligation.

Code of Ethics or Code - This Code of Ethics.

Compliance Issue - activity that is illegal or does not comply with the Firm's formal written policies and procedures

Contribution – includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.

Covered Account – Account of an Access Person or Covered Person. 

Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person, or any other person, when the Access Person has a "beneficial interest" in the person's accounts or securities.

Covered Transaction – A transaction in a Covered Account.

D

Direct Purchase Plan - An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

E

Entertainment - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.



67




ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

Ethical Walls or Informational Barriers - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Exchange Act - Securities Exchange Act of 1934, as amended.

Exempt Securities - Those Securities described in the subsection Exempt Securities in the Personal Investment Transactions Policy.

F

Firm or TCW - The TCW Group of companies.

Firm Personnel - All directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located. 

Foreign Official - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.

G

General Counsel - The General Counsel of TCW. For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If



68



something falls within the definition of Entertainment, it does not fall within the category of Gifts.

I

IPO - Initial public offering. An offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Inside information - Material, non-public information.

Investment Personnel - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager's decision, and (ii) a member of the Investment Control Department.

L

Limited Offering - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.  

LM-10 Information Report - Report required for reporting gifts or entertainment to labor unions or union officials.

M

Material Information - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company's securities.




69



MetWest - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

MetWest Mutual Funds - Metropolitan West Funds, each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by MetWest.

N

Non-Discretionary Accounts - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

O

Outside Fiduciary Accounts - Certain fiduciary accounts outside of the Firm for which an individual has received the Firm's approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics. 

P

Private Placements - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

R

REIT - Real estate investment trust.

Registered Person(s) - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD.

Restricted Securities List - A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.



70



Rule 10b5-1 Plan - A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

S

SEC - Securities and Exchange Commission.

Securities - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs, shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.

Securities Act - Securities Act of 1933, as amended.

T

TAMCO - TCW Asset Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm - The TCW Group of companies.

TCW Advisor - Includes TAMCO, TIMCO, MetWest and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TCW Alternative Funds or TAF – TCW Alternative Funds, including each of its series.

TCW Funds - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO

TCW Mutual Funds – Collectively, the TCW Funds, MetWest Mutual Funds, TCW Alternative Funds and TSI and any other registered investment company advised by TIMCO, MetWest or any other affiliate, unless otherwise indicated.



71



TFD or TCW Funds Distributors LLC – A limited-purpose broker-dealer (formerly, TCW Brokerage Services).

TIMCO - TCW Investment Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI - TCW Strategic Income Fund, Inc., a registered, closed-end investment company advised by TIMCO.



72
EX-99.P10 11 p10coe.htm COE-MORGAN STANLEY 3-22-16




MORGAN STANLEY INVESTMENT MANAGEMENT1
CODE OF ETHICS AND PERSONAL TRADING GUIDELINES
Effective:  March 22, 2016



1 Ex-Merchant Banking and Real Estate Investing

1

Table of Contents2
     
I.
INTRODUCTION
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.
TYPES 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
10
G.
Issuer Purchase Plans
10
H.
Investment Clubs
10
I.
529 Plans
10
III.
TRADE PRE-CLEARANCE/RESTRICTIONS
10
A.
General
10
B.
Initiating a Transaction
11
C.
Pre-Clearance Valid for One Day Only
12
D.
Restrictions and Requirements for Portfolio Managers and Investment Personnel
12
E.
Employees Designated to be "Above the Wall"
12
F.
Transacting in Morgan Stanley Securities
12
G.
Trading Derivatives
13
H.
Other Restrictions
13
I.
Other Activities Requiring Pre-Clearance
14
IV.
HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS
14
A.
Proprietary and Sub-advised Mutual Funds
14
B.
Covered Securities
14
C.
Holding Requirements Specific to MSIMJ Employees
14
V.
REPORTING REQUIREMENTS
15
A.
Initial Reporting and Certification
15
B.
Quarterly Reporting and Certification
15
C.
Annual Reporting and Certification
16
VI.
OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS
16
A.
Approval to Engage in an Outside Activity
17
B.
Approval to Invest in a Private Investment
17
C.
Pre-Clearance Process
17
VII.
CONSULTANTS AND TEMPORARY WORKERS
17
VIII.
REVIEW, INTERPRETATIONS AND EXCEPTIONS
18
IX.
ENFORCEMENT AND SANCTIONS
18
X.
RELATED POLICIES
21






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,  September 16, 2013 and October 10, 2014.

2

I.
INTRODUCTION3
A.
General

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

B.
Standards of Business Conduct

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

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

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

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

C.
Overview of Code Requirements

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



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

3



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

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

D.
Definitions

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

"Access Persons" (for purposes of transacting in Morgan Stanley securities) is defined in the Global Employee Trading and Investing Policy and means those individuals or divisions that, as part of their job function may receive or have access to Morgan Stanley-related material non-public information that is recurring or cyclical in nature.
"Client" means shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.
"Compliance" means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).
"Consultant" means a non-employee of MSIM who falls under the definition of a Covered Person.
"Covered Persons" means:

Ø
All MSIM employees;

Ø
All directors and officers of MSIM;

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

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

4

Ø
Any other persons falling within the definition of "Access Person" under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act (such as those supervised persons who have access to nonpublic information regarding the portfolio holdings of a client fund) and such other persons that may be so deemed by Compliance from time to time.

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

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

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

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

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

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

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

§
joint accounts;
§
family accounts;
§
retirement accounts;
§
corporate accounts;

5

§
trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;
§
arrangements similar to trust accounts that benefit you directly;
§
accounts for which you act as custodian; and
§
partnership accounts.
"Exempt Securities" are securities that are not subject to the pre-clearance or holding requirements but are subject to reporting requirements of the Code, such as:
Ø
Bankers' acceptances, bank certificates of deposit and commercial paper;
Ø
Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);
Ø
Direct obligations of the U.S. Government4;
Ø
Shares held in money market funds;
Ø
Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and
Ø
Open-end mutual funds for which MSIM does not act as adviser or sub-adviser.

Refer to Schedule A for application of the Code to various security types.

"Firm" means Morgan Stanley, MSIM's parent company.

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

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

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

"Morgan Stanley Broker" means a broker-dealer affiliated with Morgan Stanley.



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

6


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

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

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

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

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

"Private Investment" means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions.  It includes investments in hedge funds, private equity funds, limited partnerships, real estate, peer to peer lending clubs and private businesses.

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

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

E.
Grounds for Disqualification from Employment

Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee of MSIM without an exemptive order issued by the U.S. Securities and Exchange Commission, if such director, officer or employee:
Ø
within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank,

7


Ø
insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

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

You are obligated to immediately report any conviction or injunction described here to Compliance.
II.
TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS

A.
Employee Securities Accounts

Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker.  Requirements may vary in non-U.S. offices.  New Employees or newly designated Covered Persons must transfer their Employee Securities Account(s) to a Morgan Stanley Broker, at their own expense, as soon as practicable (generally within -60 days of becoming a Covered Person).  Failure to do so is considered a significant violation of this Code.

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

B.
Fully Managed Account*

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

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

8


directed or asked another person to direct trades in these accounts, you are required to pre-clear the transaction prior to execution of the trade by the manager.- If the account is managed by a Firm other than Morgan Stanley, you must submit a request in the Outside Business Interests System (the "OBI System") and arrange for duplicate copies of trade confirmations and statements to be sent to Compliance.

Annually, employees will be required to attest that they have not made, directly or indirectly, any individual investment decision related to such  managed account(s),
 nor have they directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

*Pursuant to local regulation, employees of MSIM Private Limited are prohibited from opening fully managed accounts.

C.
Other Morgan Stanley Accounts

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

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

D.
Non-Morgan Stanley Accounts

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

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

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

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

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

9


must be disclosed to Compliance in the OBI System.

F.
Mutual Fund Accounts

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


G.
Issuer Purchase Plans

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

H.
Investment Clubs

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

I.
529 Plans

You do not have to obtain approval from Compliance to participate in a 529 plan.
III.
TRADE PRE-CLEARANCE/RESTRICTIONS
A.
General

You are required to pre-clear all personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds.  Transactions involving Exempt Securities, including Proprietary and Sub-Advised Mutual Funds, do not require pre-clearance.  Should an employee be made aware of a proposed transaction in a Fully Managed account or have  personally directed, or asked another person to direct a trade in a Fully Managed account, the employee is required to pre-clear that trade prior to execution. See the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is required.  In keeping with the general principles and objectives of the Code, Compliance, in its sole discretion, may refuse to grant approval of a personal securities transaction, without specifying a reason for the refusal.

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

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

10


disgorgement.  See "Enforcement and Sanctions" below.

B.
Initiating a Transaction

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

C.
Pre-Clearance Valid for One Day Only

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

D.
Restrictions and Requirements for Portfolio Managers and Investment Personnel

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

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

E.
Employees Designated to be "Above the Wall"

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

F.
Transacting in Morgan Stanley Securities

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



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

11


holding and reporting requirements for Covered Securities still apply.

As noted above, transactions in Morgan Stanley securities effected by MSIMJ employees are subject to a six month holding period.

Additional Restrictions for Access Persons Transacting in Morgan Stanley SecuritiesAll transactions in Morgan Stanley securities must occur during the designated 30-day open window period each quarter.  Compliance communicates the open and closed window periods applicable to Access Persons each quarter.  During an open window period, Access Persons are required to pre-clear transactions in Morgan Stanley securities through TPCThis includes transactions made in the Morgan Stanley securities fund of the 401(k) Plan or shares held externally from previous Firm-sponsored plans (e.g., Computershare, Equiniti).

Positions in Morgan Stanley securities must be held for a minimum of 30 calendar days.  A six-month holding period applies to the Firm's Management and Operating Committee members for positions in Morgan Stanley securities. Shares received as part of equity-based compensation are exempt from the holding period requirements.  You are prohibited from buying or selling Morgan Stanley securities if you are in possession of material, non-public information regarding Morgan Stanley.
G.
Trading Derivatives
You may not trade futures, forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps.  You are prohibited from selling ("writing") a put.  The following is a list of permitted options trading:

Call Options

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

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

Put Options

Listed Put Options. You may purchase a listed put option if the put option has a "period to expiration" of at least 30 days from the date of purchase and you hold the put option for at least 30 days prior to sale.  If you purchase a put option on a security you already own, you may exercise the put once you have held the underlying security for 30 days. If you purchase a put on a security that you do not own, you may not exercise the put; and must sell the option  prior to its expiration date.


12


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

H.
Other Restrictions

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

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


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

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

I.
Other Activities Requiring Pre-Clearance

The following activities also require pre-clearance:

Ø
Outside Activities
Ø
Transactions in Private Investments
Ø
Political Contributions

IV.
HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS
A.
Proprietary and Sub-advised Mutual Funds

You may not redeem or exchange Proprietary or Sub-Advised Mutual Funds until at least 30 calendar days from the purchase trade date.

B.
Covered Securities

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

C.
Holding Requirements Specific to MSIMJ Employees


13


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

V.
REPORTING REQUIREMENTS

A.
Initial Reporting and Certification

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

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

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

Ø
any Outside Activities; and

Ø
the date you submitted the Initial Report.

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

B.
Quarterly Reporting and Certification

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

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

·
the date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;

·
the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);

·
the price of the security at which the transaction was effected;

14


·
the name of the broker-dealer or bank with or through which the transaction was effected; and

·
the date you submitted the Quarterly Report.

You do not have to submit a Quarterly Report if it would duplicate information provided in broker trade confirmations or account statements that Compliance already receives or may access.

Ø
For any new account established by you during the previous quarter in which any securities are held for your direct or indirect benefit, you must provide:
·
 the name of the broker-dealer, bank or financial institution with which you established the account;
·
the date the account was established; and
·
the date you submitted the Quarterly Report.

A reminder to complete the Quarterly Report will be provided to you by Compliance.

C.
Annual Reporting and Certification

You must update, as applicable, and certify to the following information on an annual basis (the "Annual Report"):

Ø
a list of your current Morgan Stanley brokerage account(s);

Ø
a list of all securities and principal amount beneficially owned by you in these account(s);

Ø
a list of all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Investments and Outside Activities;

Ø
a list of  all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k) accounts and any securities held in certificate form);
Ø
a list of broker-dealers, banks or financial institutions with which you maintain an account in which any securities are held; and

Ø
that you have not made, directly or indirectly, any individual investment decision related to such managed account(s), nor have you directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

The information in the Annual Report must not be more than 45 days old from the day you submit it to Compliance.  You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code.

15


The link to the Annual Report will be provided to you by Compliance.

VI.
OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS

A.
Approval to Engage in an Outside Activity

You may not engage in any Outside Activity, regardless of whether or not you receive compensation, or are asked to engage in such activity by the Firm, without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity. In addition, and as part of the Annual Certification of Employees, you are required to review/edit each disclosure for completeness and accuracy.
Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation), setting up a holding company for investments or investing in rental properties.  Generally, Compliance will not approve any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not in competition with those of the Firm.

A request to serve on the board of any company, particularly the board of a public company, will be granted in very limited instances only.  If you receive approval, your directorship may be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

B.
Approval to Invest in a Private Investment

You may not invest in a Private Investment of any kind without prior approval from Compliance.  Private Investments include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).


C.
Pre-Clearance Process

You may request pre-clearance of Outside Activities and Private Investments by typing "OBI" into your intranet browser.
VII.
CONSULTANTS AND TEMPORARY WORKERS


16


Consultants and other temporary workers who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM must adhere to the following:

Ø
Initial,  quarterly and annual reporting;

Ø
Provision of duplicate trade confirmations and account statements to Compliance for transactions in any Covered Security;

Ø
Prohibition against participating in any IPOs;

Ø
Pre-clearance of Outside Activities and Private Investments.

Certain Consultants or temporary workers may be required to pre-clear all personal securities transactions in Covered Securities.  Consultants or temporary workers that are hired for positions lasting more than one year are required to transfer brokerage accounts to a Morgan Stanley Broker.

VIII.
REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports.  Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved.  Exceptions are granted only in rare and unusual circumstances, such as financial hardship.  You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.

IX.
ENFORCEMENT AND SANCTIONS

Violations of the Code are reported to the Head of MSIM Compliance and  senior management and, on a quarterly basis, to the applicable funds' board of directors.  We  may issue letters of warning/education or impose sanctions as appropriate, including notifying your manager, issuing a reprimand (orally or in writing), restricting your trading privileges, reducing your discretionary bonus, if any, requiring reversal of a trade made in violation the Code or other applicable policies, or taking other disciplinary action, including, but not limited to, suspension or termination of your employment.  Violations are considered on a cumulative basis.   The foregoing sanctions are intended to be guidelines only.  Compliance, in its discretion, may recommend alternative actions if deemed warranted by the facts and circumstances of each situation.  MSIM management, including the Head of MSIM Compliance, is authorized to determine the choice of actions to be taken in specific cases.

Sanctions may vary based on applicable law and regulatory requirements in your jurisdiction.


17


X.
RELATED POLICIES

In addition to this Code, you are also subject to the policies and procedures documented in the Compliance Manual applicable to your region; the Global Employee Trading and Investing Policy; the Morgan Stanley Code of Conduct; the Policy on U.S. Political Contributions and Activities; and the MSIM Global Gifts and Entertainment Policy (requirements may vary in non-U.S. offices).

18


SCHEDULE A
SECURITIES TRANSACTION MATRIX
TYPE OF SECURITY
Pre-Clearance Required
Reporting
Required
Holding
Required
Covered Securities
     
Pooled Investment Vehicles:
     
Closed-End Funds
Yes
Yes
Yes
Open-End Mutual Funds advised by MSIM
No
Yes
Yes
Open-End Mutual Funds sub-advised by MSIM
No
Yes
No
Unit Investment Trusts
No
Yes
No
Exchange Traded Funds (ETFs)
Yes
Yes
Yes
Exchange Traded Notes (ETNs)
Yes
Yes
Yes
Equities:
     
Morgan Stanley securities6
No
Yes
Yes
Common Stocks
Yes
Yes
Yes
Listed depository receipts e.g. ADRs, ADSs, GDRs
Yes
Yes
Yes
DRIPs7
Yes
Yes
Yes
Stock Splits
No
Yes
Yes
Rights
Yes
Yes
Yes
Stock Dividend
No
Yes
Yes
Warrants (Listed and Exercised)
Yes
Yes
Yes
Preferred Stock
Yes
Yes
Yes
JREIT
Yes
Yes
Yes
Initial Public Offerings (equity IPOs)
PROHIBITED
Hedge Funds
Yes
Yes
No
Private Investments in Public Equity Securities (PIPES)
 
PROHIBITED
 
Derivatives
     
Morgan Stanley (stock options)
Yes
Yes
Yes
Common Stock Options
Yes
Yes
Yes
Spot FX
No
Yes
Yes
Forward Contracts  (including currency forwards)
PROHIBITED
Commodities
PROHIBITED
OTC warrants or swaps
PROHIBITED
Futures
PROHIBITED




6 Employees may transact in Morgan Stanley securities during designated window periods. In addition, the pre-clearance of transactions in Morgan Stanley securities is required for all Access Persons.
7 Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.

19


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
Yes
No
CDs
No
Yes
No
Money Market Funds
No
Yes
No
GNMA
No
Yes
No
Commercial Paper
No
Yes
No
Bankers' Acceptances
No
Yes
No
Investment Grade Short-Term Debt Instruments9
No
Yes
No







8 Sovereign debt securities rated AA or higher.
9 For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.

20


SCHEDULE B

INVESTMENT MANAGEMENT DIVISION
(excluding Merchant Banking and Real Estate Investing)

Registered Investment Advisers
Morgan Stanley Investment Management Inc.
Morgan Stanley AIP GP LP
Private Investment Partners, Inc.
Morgan Stanley Investment Management Limited (MSIM Ltd.)
Morgan Stanley Investment Management Company (Singapore)
Morgan Stanley Investment Management (Japan) Co., Ltd. (MSIMJ)

Registered Commodity Pool Operator/Commodity Trading Advisor
Ceres Managed Futures LLC

Investment Advisers that are not Registered
Morgan Stanley Investment Management Private Limited (MSIM Private Limited)
Morgan Stanley Investment Management Proprietary (Pty) Limited (Australia)

Broker-Dealer
Morgan Stanley Distribution Inc.

Transfer Agent
Morgan Stanley Services Company Inc.

Global In-house Center (India)
Morgan Stanley Advantage Services Pvt. Ltd. (with respect to Investment Management Employees only)
Morgan Stanley Solutions India Pvt. Ltd. (with respect to Investment Management Employees only)







21
EX-99.P11 12 p11coe.htm COE-TRP 3-1-17


Effective March 1, 2017









CODE OF ETHICS AND CONDUCT






T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES














i-








CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES


TABLE OF CONTENTS

GENERAL POLICY STATEMENT
1-1
Purpose of Code of Ethics and Conduct
1-1
Persons and Entities Subject to the Code
1-2
Definition of Supervised Persons
1-2
Status as a Fiduciary
1-2
Adviser Act Requirements for Supervised Persons
1-3
NASDAQ Requirements
1-4
What the Code Does Not Cover
1-4
Sarbanes-Oxley Codes
1-4
Compliance Procedures for Funds and Federal Advisers
1-4
Compliance with the Code
1-4
Questions Regarding the Code
1-5
STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL
2-1
Allocation of Brokerage Policy
2-1
Annual Compliance Certification
2-1
Anti-Bribery Laws and Prohibitions Against Illegal Payments
2-1
Antitrust
2-2,7-1
Anti-Money Laundering
2-2
Appropriate Conduct
2-2
Charitable Contributions
2-2
i-




Systems Security
2-4,6-1
Conflicts of Interest
2-4
Relationships with Profitmaking Enterprises
2-4
Service with Nonprofitmaking Organizations
2-5
Relationships with Financial Service Firms
2-6
Relationships with a Bank
2-6
Existing Relationships with Potential Vendors
2-6
Investment in Client/Vendor Company Stock
2-6
Confidentiality
2-7
Internal Operating Procedures and Planning
2-7
Clients, Fund Shareholders, and TRP Brokerage Customers
2-8
Third Parties
2-8
Investment Advice
2-8
Investment Research
2-9
Employee Information
2-9
Information About the Price Funds
2-9
Understanding as to Clients' Accounts and Company Records at Time of Termination of Association
2-9
Health insurance Portability and Accountability Act of 1996 (HIPAA)
2-9
Expense Payments and Reimbursements
2-9
Financial Reporting
2-10
Gifts and Business Entertainment
2-10
Human Resources
2-10
Equal Opportunity
2-10
Drug and Alcohol Policy
2-10
Policy Against Harassment and Discrimination
2-11
Health and Safety in the Workplace
2-11
Use of Employee Likenesses and Information
2-11
Employment of Former Government and Self-Regulatory Organization Employees
2-11
i-




Inside Information
2-11,4-1
Investment Clubs
2-12
Marketing and Sales Activities
2-12
Outside Business Activities
2-12
Past and Current Litigation and Inquiries from Regulators or Governmental Organizations
2-12
Political Activities and Contributions
2-13
Lobbying
2-14
Professional Designations
2-15
Protection of Corporate Assets
2-15
Quality of Services
2-15
Record Retention and Destruction
2-15
Referral Fees
2-16
Release of Information to the Press
2-16
Responsibility to Report Violations
2-16
General Obligation
2-16
Sarbanes-Oxley Whistleblower Procedures
2-17
Sarbanes-Oxley Attorney Reporting Requirements
2-17
Circulation of Rumors
2-17
Service as Trustee, Executor or Personal Representative
2-17
Speaking Engagements and Publications
2-17
Social Media
2-18
APPENDIX A.
2-A
STATEMENT OF POLICY ON Gifts And BuSiness entertainment
3-1
STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION
4-1
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS
5-1
STATEMENT OF POLICY WITH RESPECT TO SYSTEMS SECURITY AND RELATED ISSUES
6-1
STATEMENT OF POLICY ON Compliance with Antitrust Laws
7-1
Statement of Policy on Privacy
8-1

i-




CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

GENERAL POLICY STATEMENT

Purpose of Code of Ethics and Conduct.  As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty.  Our clients entrust us with their financial well-being and expect us to always act in their best interests.  Over the course of our Company's history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity.  This has been possible by conducting our business on a set of shared values and principles of trust.

In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. ("T. Rowe Price," "TRP", "Price Group" or "Group") has adopted this Code of Ethics and Conduct ("Code").  Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt.  As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions.  All associates are expected to comply with all laws and regulations applicable to      T. Rowe Price business.  In total, our Code contains 31 separate Standards of Conduct as well as the following six separate Statements of Policy:

1.
Statement of Policy on Gifts and Business Entertainment

2.
Statement of Policy on Material, Inside (Non-Public) Information
3.
Statement of Policy on Securities Transactions
4.
Statement of Policy with Respect to Systems Security and Related Issues
5.
Statement of Policy on Compliance with Antitrust Laws
6.
Statement of Policies and Procedures on Privacy
A copy of this Code will be retained by the Code Administration and Regulatory Reporting Group in Baltimore ("Code Compliance Section") for five years from the date it is last in effect.  While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face.  The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties.  Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

Each new employee will be provided with a copy of the current Code and all employees have access to the current Code, which is posted on the intranet.  Each employee will be required to
1-




provide Price Group with a written acknowledgement of his or her understanding of the Code and its amendments on at least an annual basis.  All written acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the "Advisers Act").

Please read the Code carefully and observe and adhere to its guidance.

Persons and Entities Subject to the Code.  Unless otherwise determined by the Chairperson of the Ethics Committee, the following entities and individuals are subject to the Code:

·
Price Group

·
The subsidiaries and affiliates of Price Group

·
The officers, directors and employees of Group and its affiliates and subsidiaries

Unless the context otherwise requires, the terms "T. Rowe Price, "Price Group" and "Group" refer to Price Group and all its affiliates and subsidiaries.

In addition, the following persons are subject to the Code:

1.
All temporary workers hired on the Price Group payroll ("TRP Temporaries");

2.
All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

3.
All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and

4.
Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matter covered in the Code.

The independent directors of Price Group  and the Price Funds are subject to the principles of the Code generally and to specific provisions of the Code as noted.

Definition of Supervised Persons.  Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Adviser's supervision and control are "Supervised Persons."

Status as a Fiduciary.  Several of Price Group's subsidiaries are investment advisers registered with the United States Securities and Exchange Commission ("SEC").  These include T. Rowe Price Associates, Inc. ("TRPA"), T. Rowe Price International Ltd. ("TRPIL"), T. Rowe Price Advisory Services, Inc. ("TRPAS"), T. Rowe
1-




Price (Canada), Inc. ("TRP Canada"), T. Rowe Price Singapore Private Ltd. ("TRPSING") and T. Rowe Price Hong Kong Limited ("TRPHK").

TRPIL is also registered with the United Kingdom's Financial Conduct Authority ("FCA").

TRPIL is also subject to regulation by the Financial Services Association/Kanto Local Finance Bureau ("KLFB") (Japan) as well as the Dubai Financial Services Authority (in respect of its DFIC Representative Office.

TRPHK is also registered with the Securities and Futures Commission ("SFC") (Hong Kong).

TRPSING is also registered with the Monetary Authority of Singapore ("MAS") (Singapore).

TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec) and the Alberta Securities Commission.

All advisers affiliated with Group will be referred to collectively as the "Price Advisers" unless the context otherwise requires.  The Price Advisers will register with additional securities regulators as required by their respective businesses.  The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients' investments.  As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

Adviser Act Requirements for Supervised Persons.  The Advisers Act requires investment advisers to adopt codes that:

·
establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;

·
require Supervised Persons to comply with all applicable securities laws, including:

o
Securities Act of 1933
o
Securities Exchange Act of 1934
o
Sarbanes Oxley Act of 2002
o
Investment Company Act of 1940
o
Investment Advisers Act of 1940
o
Gramm-Leach-Bliley Privacy Act
o
Any rules adopted by the SEC under any of the foregoing Acts; and
o
Bank Secrecy Act as it applies to mutual funds and investment advisers and any rules adopted under that Act by the SEC or the United States Department of the Treasury;
1-




·
require Supervised Persons to report violations of the code promptly to the adviser's Chief Compliance Officer or his or her designee if the Chief Compliance Officer also receives reports of all violations; and

·
require the adviser to provide each Supervised Person with a copy of the code and any amendments and requiring Supervised Persons to provide the adviser with written acknowledgement of receipt of the code and any amendments.

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

NASDAQ Requirements.  Nasdaq Stock Market, Inc. ("NASDAQ") rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees.  Price Group is listed on NASDAQ.  This Code is designed to fulfill this NASDAQ requirement.  A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Group's Board of Directors and reported as required by the pertinent NASDAQ rule.

What the Code Does Not Cover.   The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject.  For example, T. Rowe Price Investment Services, Inc. ("Investment Services") is regulated by the Financial Industry Regulatory Authority ("FINRA") and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA.  In addition, TRPIL and TRP Canada are subject to several non-U.S. regulatory authorities as described on page 1-3 of this Code.

Sarbanes-Oxley Codes.  The principal Executive and Senior Financial Officers of Price Group and the Price Funds are also subject to codes (collectively the "S-O Codes") adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act").  These S-O Codes, which are available along with this Code on the firm's intranet site, are supplementary to this Code, but administered separately from it and each other.

Compliance Procedures for Funds and Federal Advisers.  Under rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws.  These procedures must provide for the oversight of compliance by the fund's advisers, principal underwriters, administrators and transfer agents.  Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

Compliance with the Code.  Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm.  An employee may be subject to disciplinary action, up to and including termination, for refusing to cooperate with an internal or external investigation.  An employee may be required to surrender any profit realized from a transaction that is deemed to
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be in violation of the Code.  In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment.  Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code.  The names of the members of the Management Committee are included in Appendix A to this Code.

Questions Regarding the Code.  Questions regarding the Code should be referred as follows:

1.
Standards of Conduct of Price Group and Its Personnel:  the Chairperson of the Ethics Committee, the Director of Human Resources, or the TRP International Compliance Team.

2.
Statement of Policy on Gifts and Business Entertainment:  the Legal Department or the TRP International Compliance Team.

3.
Statement of Policy on Material, Inside (Non-Public) Information: the Legal Department or the TRP International Compliance Team.

4.
Statement of Policy on Securities Transactions:  For U.S. personnel:  the Chairperson of the Ethics Committee or his or her designee; for International personnel:  the TRP International Compliance Team.

5.
Statement of Policy with Respect to Systems Security and Related Issues:  Enterprise Security, the Legal Department or the TRP International Compliance Team.

6.
Statement of Policy on Compliance with Antitrust Laws:  Legal Department.

7.
Statement of Policies and Procedures on Privacy:  Legal Department or the TRP International Compliance Team.

For additional information, consult Appendix A following the Standards of Conduct section of the Code.

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STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

Allocation of Brokerage Policy. The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part 2A of Form ADV of each of the Price Advisers. The Form ADV is each Price Adviser's registration statement filed with the SEC. It is imperative that all employees, especially those who are in a position to make recommendations regarding brokerage allocation or who are authorized to select brokers that will execute securities transactions on behalf of our clients, read and become fully knowledgeable concerning our policies in this regard.  Any questions regarding any of the Price Advisers' allocation policies for client brokerage should be addressed to the designated contact person of the Equity or Fixed Income Committee, as appropriate (see APPENDIX A).

Annual Compliance Certification.  Each year, each person subject to the Code (see page 1-) is required to complete an Annual Compliance Certification ("ACC") regarding his or her compliance with various provisions of this Code, including its policies on personal securities transactions and material, inside information.  In addition, the ACC asks a variety of questions regarding potential conflicts of interests relating to relationships of each person and their family members with various entities, including but not limited to, clients, broker-dealers, non-profit organizations, and vendors. Please notify Code Compliance (via the Code of Ethics mailbox) should any responses to these questions change during the subsequent calendar year.  Each Access Person (defined on page 5-), except the independent directors of the Price Funds, must file an Initial  Holdings Report (see page 5-) as well as complete the ACC which will include a reporting and certification of securities accounts and holdings.

Anti-Bribery Laws and Prohibitions Against Illegal Payments.  State, United States, and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group.  Price Group, through its policies and practices, is committed to comply fully with these laws.  T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment.  The U.S Foreign Corrupt Practices Act ("FCPA") makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage.  The term "government official" is broadly defined to include any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality thereof, or for or on behalf of any such public international organization, and any political party, party official or candidate for public office.

Additionally, the U.K Bribery Act 2010 (the "Bribery Act") contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties.  Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.

Under these Anti-bribery laws, actions constituting a bribe or illegal payment are interpreted broadly and could include excessive, repeated or lavish entertainment and/or gifts.  Associates
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must adhere to the guidelines of gift and business entertainment policies and, if required by the applicable policy, indicate in the reporting process whether a recipient of a gift or business entertainment is a government official.

If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department.  Also, an anonymous Hotline (888-651-6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.

Antitrust.  The United States antitrust laws are designed to ensure fair competition and preserve the free enterprise system.  The United Kingdom and the European Union have requirements based on similar principals.  Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity.  To ensure its employees' understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws.  All employees should read and understand this Statement (see page 7-).

Anti-Money Laundering.  Certain subsidiaries of Price Group are subject to the laws and regulations of the United States, United Kingdom and the other jurisdictions in which they do business regarding the prevention and detection of money laundering.  For example, under the U.S. Patriot Act, the affected subsidiaries must develop internal policies, procedures and controls to combat money laundering, designate a Compliance Officer for the anti-money laundering program, implement employee training in this area, and ensure that an independent review of the adequacy of controls and procedures in this area occurs annually.  In addition, the anti-money laundering program must include a Customer Identification Program ("CIP").  Each of these entities has specific procedures in this area, by which its employees must abide.

Appropriate Conduct.  Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office, and at company-sponsored events.  Inappropriate behavior reflects poorly on the associate and may impact TRP.  Supervisors should be especially mindful that they should set the standard for appropriate behavior.

Charitable Contributions.  Employees should be sensitive to a possible perception of undue influence before making or requesting charitable contributions to or from a client, prospect, vendor, or other business contact.  Under certain Anti-bribery laws, regulators may consider charitable contributions to be improper payments, even when the person who has requested that the contribution be made receives no direct monetary benefit.  Accordingly, when making charitable contributions in response to requests from business contacts, associates must be mindful of how Anti-bribery laws could be implicated.  In no case should charitable contributions be made on a quid pro quo basis.

Supervision of Charitable Contribution Requests.  Supervisors, managers and, as appropriate, Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contact and our requests to clients, vendors, and other business contacts for charitable contributions comply with these guidelines as well as respective departmental policies.  Charitable contributions should be considered as
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separate and distinct from marketing and advertising expenditures.  If you have any questions about a proposed charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.



Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions.  On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation.  In those instances where the T. Rowe Price Foundation does not make the contribution, the decision about the charitable contribution is made by the T. Rowe Price entity, subject to the following conditions:

·
the amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;

·
there is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;

·
if the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Control's Specially Designated Nationals List;

·
the contribution should be made payable directly to the charity; and

·
the personnel of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.

In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval.

Some broker/dealers sponsor days, often referred to as "miracle" days, where they pledge that proceeds received on that day will be donated to a specific charity.  Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker/dealer in support of such an event at either a client's or the broker/dealer's request.  The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a "miracle" day or similar time and thus benefit a charity.

Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions.  On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution.  If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics and Conduct or FINRA issues arise.  For example, a plan fiduciary might mention that her
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husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research.  The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.

However, personal charitable contributions, made in the name of and for the benefit of a business contact should be treated as "gifts" to the business contact.  For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon.  For business contacts related to T. Rowe Price fund business or other broker/dealer-related business, contributions of the latter type are subject to FINRA's $100 limit.  For other business activities not regulated by FINRA, contributions in excess of $100 must be approved by the Chairperson of the Ethics Committee before they are given.

Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions.  Employees should be sensitive to a possible perception of undue influence before requesting a client, vendor, or other business contact or an employee of such an entity to make a charitable contribution.  In no case should such a request be made on a quid pro quo basis.  If you have any questions about requesting a charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

NASDAQ Listing Rules.  Under the NASDAQ listing rules, specific restrictions may apply to contributions to a charitable organization for which an independent director of
T. Rowe Price Group, Inc. serves as an officer.  Specifically, contributions to such organizations during a fiscal year may not exceed the higher of five percent of the organizations revenues or $200,000.  Contributions in excess of these thresholds may invalidate a director's "independent" classification.

Systems Security.  Computer systems and programs play a central role in Price Group's operations.  To establish appropriate systems security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy with Respect to Systems Security and Related Issues.  You should read and understand this Statement (see page 6-).

Conflicts of Interest.  All employees must avoid placing themselves in a "compromising position" where their interests may be in conflict with those of Price Group or its clients.

Relationships with Profitmaking Enterprises.  Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise.  In all cases, written approval must be obtained as described below.

General Prohibitions.  Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firm's client accounts.  In addition, an employee may not accept or continue outside employment that will require him or her to
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become registered (or duly registered) as a representative of an unaffiliated broker/dealer, investment adviser or insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer (CCO) of the broker/dealer.    An employee also may not become independently registered as an investment adviser.


Approval Process.  Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employee's supervisor.  If the employee is a registered representative of T. Rowe Price Investment Services (TRPIS), he or she must provide the Legal Registration Group with written notice.  Any reported outside business activity of a registered representative is reviewed by the TRPIS Chief Compliance Officer, or designee, in order to determine if disclosure to FINRA is required.

Review by Ethics Committee.  If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interest of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself.  Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise, employment by another firm in the securities industry, or self-employment in an investment capacity.  Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final.  See below for a discussion of relationships with financial services firms.

Approved Service as Director or Similar Position.  Certain employees may serve as directors or as members of creditor committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm.  An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

Service with Nonprofitmaking Organizations.  Price Group encourages its employees to become involved in community programs and civic affairs.  However, employees should not permit such activities to affect the performance of their job responsibilities.

Approval Process.  The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.

By Supervisor.  An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee, or member of the Board of Directors of any non-profit organization.
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By Ethics Committee Chairperson.  If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker/dealer before accepting the position.

Although individuals serving as officers, Board members or trustees for non-profitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations (e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

Relationships with Financial Service Firms.  In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser.  As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm.  This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker/dealers, investment advisers or other companies engaged in the mutual fund industry.  Of course, all such purchases are subject to prior transaction clearance and reporting procedures, as applicable.  This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

If any member of employee's immediate family is employed by, or has a partnership interest in a broker/dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.

An ownership interest of 0.5% or more in any entity, including a broker/dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Section (see page 5-).

Relationships with a Bank.  In order to avoid any regulatory conflicts of interests associated with an outside business activity associated with a bank, employees are required to obtain prior written approval before engaging in any outside business activity with a bank.

Approval Process.  Any outside business activity with a bank, such as a second job, must be approved in writing by the employee's supervisor and by the Chairperson of the Ethics Committee, or his designee.

Existing Relationships with Potential Vendors.  If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any on-going personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.
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Investment in Client/Vendor Company Stock.  In some instances, existing or prospective clients (e.g., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or other managed account in an effort to promote investment in their securities.  While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to Price, employees must be aware of the potential conflicts presented by such meetings.  In order to avoid any actual or apparent conflicts of interest:
·
employees are prohibited from providing any internal information (e.g, internal ratings or plans for future Price fund or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department or otherwise allowed by the Code under the sections entitled "Investment Research" and "Information about the Price Funds" (see page 2-), and

·
investment decisions of employees regarding a client's or vendor's securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo.  If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client's or vendor's securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non-Public) Information, which is part of this Code (see page 4-).

Conflicts in Connection with Proxy Voting.  If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm's proxy voting policies.

Confidentiality.  The exercise of confidentiality extends to the major areas of our operations, including internal operating procedures and planning; clients, fund shareholders and TRP Brokerage customers; investment advice; investment research; employee information and contractual obligations to protect third party confidential information.  The duty to exercise confidentiality applies not only while an individual is associated with the firm, but also after he or she terminates that association.

Internal Operating Procedures and Planning.  During the years we have been in business, a great deal of creative talent has been used to develop specialized and unique methods of operations and portfolio management.  In many cases, we feel these methods give us an advantage over our competitors and we do not want these ideas disseminated outside our firm.  Accordingly, you should be guarded in discussing our business
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practices with outsiders.  Any requests from outsiders for specific information of this type should be cleared with the appropriate supervisor before it is released.

Also, from time to time management holds meetings in which material, non-public information concerning the firm's future plans is disclosed.  You should never discuss confidential information with, or provide copies of written material concerning the firm's internal operating procedures or projections for the future to, unauthorized persons outside the firm.

Clients, Fund Shareholders, and TRP Brokerage Customers.  In many instances, when clients subscribe to our services, we ask them to fully disclose their financial status and needs.  This is done only after we have assured them that every member of our organization will hold this information in strict confidence.  It is essential that we respect their trust.  A simple rule for you to follow is that the names of our clients, fund shareholders, or TRP Brokerage customers or any information pertaining to their investments must never be divulged to anyone outside the firm, not even to members of their immediate families, without appropriate authorization, and must never be used as a basis for personal trades over which you have beneficial interest or control.

Third Parties.  In contracts with vendors and other third parties with which we have business dealings, the firm may enter into obligations to protect the confidentiality of information received from third parties.  Such information may include software, business information concerning the third party or the terms and pricing of the contractual arrangement.  This information must be protected in the same manner that the firm's own confidential information is protected.

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy, which is part of this Code (see page 8-).

Investment Advice.  Because of the fine reputation our firm enjoys, there is a great deal of public interest in what we are doing in the market.  There are two major considerations that dictate why we must not provide investment "tips":

·
From the point of view of our clients, it is not fair to give other people information which clients must purchase.

·
From the point of view of the firm, it is not desirable to create an outside demand for a stock when we are trying to buy it for our clients, as this will only serve to push the price up.  The reverse is true if we are selling.  Therefore, disclosure of our trading interests could have a negative impact on the firm's ability to execute trades at the best price.

In light of these considerations, you must never disclose to outsiders our buy and sell recommendations, current orders or recent transactions, securities we are considering for future investment, or the portfolio holdings of our clients or mutual funds without specific firm authorization.

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The practice of giving investment advice informally to members of your immediate family should be restricted to very close relatives.  Any transactions resulting from such advice are subject to the prior transaction clearance (Access persons only except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of the Statement of Policy on Securities Transactions.  Under no circumstances should you receive compensation directly or indirectly (other than from a Price Adviser or an affiliate) for rendering advice to either clients or non-clients.



Investment Research.  Any report circulated by a research analyst is confidential in its entirety and should not be reproduced or shown to anyone outside of our organization, except our clients where appropriate.  If a circumstance arises where it may be appropriate to share this information otherwise, the Chairperson of the Ethics Committee should be consulted first.

Employee Information.  For business and regulatory purposes, the firm collects and maintains information (e.g., social security number, date of birth, home address) about its employees, temporaries and consultants.  You may not use such information for any non-business or non-regulatory purpose or disclose it to anyone outside the firm without specific authorization from the Legal Department or the TRP International Compliance Team.

Information About the Price Funds.  The Price Funds have adopted policies and procedures with respect to the selective disclosure of information about the Price Funds and their portfolio holdings.  These are set forth on the firm's intranet under "Departments/Corporate/Legal/TRP Policy and Procedures Documents/Legal/Mutual Funds/Portfolio Information Release Policy" and "Matrix of Supplementary Fund Data".  All Associates are charged with informing themselves of, and adhering to, these Policies and Procedures and may not release any information about the Price Funds that would be harmful to the Price Funds or their shareholders.

Understanding as to Clients' Accounts and Company Records at Time of Termination of Association.  The accounts of clients, mutual fund shareholders, and TRP Brokerage customers are not the property of any employee; they are accounts of one of Price Group's affiliates.  This includes the accounts of clients for which one or more of the Price Advisers acts as investment adviser, regardless of how or through whom the client relationship originated and regardless of who may be the counselor for a particular client.  At the time of termination of association with Price Group, you must: (1) surrender to Price Group in good condition all materials, reports or records (including all copies in your possession or subject to your control) developed by you or any other person that are considered confidential information of Price Group; and (2) refrain from communicating, transmitting or making known to any person or firm any information relating to any materials or matters whatsoever that are considered by Price Group to be confidential.

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HIPAA.  The firm's Flexible Benefits Plan has adopted a specific Privacy Notice regarding the personal health information of participants in compliance with the Health Insurance Portability and Accountability Act of 1996  ("HIPAA").  A copy of the HIPAA Privacy Notice can be found on the firm's intranet under Departments/Corporate/Human Resources/Benefits/HIPAA Privacy Notice.

Expense Payments and Reimbursements.  As a general rule, T. Rowe Price will not pay or reimburse expenses, such as travel, accommodation and meals, to a business contact and will not accept payment or reimbursement from a business contact for those types of expenses.  Exceptions may only be granted with approval of the employee's supervisor and Division Head and the Chairperson of the Ethics Committee.  Business units may adopt policies and procedures that permit T. Rowe Price to pay or reimburse expenses incurred by business contacts for attendance at certain T. Rowe Price sponsored events.  Such policies and procedures must contain provisions that describe the circumstances in which such payments are allowed and the controls and conditions that will apply.  Additionally, the policies and procedures must be approved by the Division Head and the Chairperson of the Ethics Committee.  This general rule does not apply to "business entertainment" which is covered in the Statement of Policy on Gifts and Business Entertainment beginning on page 3-.

Financial Reporting.  Price Group's records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles.  No false or deceptive entries may be made and all entries must contain an appropriate description of the underlying transaction.  All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts.  The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints.  Refer to Responsibility to Report Violations on page 2-.

Gifts and Business Entertainment.  The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in the Code in the Statement of Policy on Gifts and Business Entertainment.  All employees should read and understand this Statement (see page 3-).

Human Resources.  You should consult the appropriate Associate Handbook for more information on the policies discussed in this section and other Human Resources policies.

Equal Opportunity.  Price Group is committed to the principles of equal employment opportunity (EEO) and the maximum optimization of our associates' abilities.  We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy, or any other classification protected by federal, state or local laws.

This commitment to Equal Opportunity covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training
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and development, compensation, and benefits.

All associates of T. Rowe Price are expected to comply with the spirit and intent of our Equal Employment Opportunity Policy.

If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative.  No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

Drug and Alcohol Policy.  Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace.  Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group employees and customers and restrict the firm's ability to carry out its mission.  Personnel must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

Policy Against Harassment and Discrimination.  Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity.  Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination and harassment.

Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner.  Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy, or any other classification protected by federal, state, or local law.  In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual.   Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips.

If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

Health and Safety in the Workplace.  Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them perform their jobs effectively.

Use of Employee Likenesses and Information.  Employees consent to the use of their names, biographical information, images, job descriptions and other relevant business data for any work-related purpose.  A "work-related purpose" includes any T. Rowe Price sponsored community or charitable event.
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Employment of Former Government and Self-Regulatory Organization Employees.  United States laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC.  In addition, certain states have adopted similar statutory restrictions.  Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard.  Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the United States or internationally, guidance must be obtained from the Legal Department.


Inside Information.  The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., U.K., and other international, state and other governmental laws and regulations.  Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group.  Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject.  You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information (see page 4-).

Investment Clubs.  The following discussion of obligations of Access Persons does not apply to the independent directors of the Price Funds.  Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or his or her designee before forming or participating in a stock or investment club.  Transactions in which Access Persons have beneficial ownership or control (see page 5-) through investment clubs are subject to the firm's Statement of Policy on Securities Transactions.  As described on page 5-, approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse's participation in the club and has no investment control or input into decisions regarding the club's securities transactions.  Non-Access Persons (defined on page 5-) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

Marketing and Sales Activities.  All written and oral marketing materials and presentations (including performance data) (e.g., advertisements; sales literature) must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards ("GIPS"), FCA, and other applicable international requirements.  All such materials (whether for the Price Funds, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department or the TRP International compliance Team, as appropriate, prior to use.  All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

Outside Business Activities.  Please refer to the Conflicts of Interest section (see page 2-) cited earlier in this Standards of Conduct section of the Code.
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Past and Current Litigation and Inquiries from Regulators or Governmental Organizations.  As a condition of employment, each new employee is required to answer a questionnaire regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters.  Price Group uses the information obtained through these questionnaires to answer questions asked on governmental and self-regulatory organization registration forms and for insurance and bonding purposes.

Each employee is responsible for keeping  questionnaire responses pertaining to past and current civil (including arbitrations) and criminal actions and certain regulatory matters updated (notify Legal Compliance).  An employee should notify Human Resources and either the Legal Department or the TRP International Compliance Team promptly if he or she:

·
Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a United States (federal, state, or local), foreign or military court, or

·
Becomes the subject of a Regulatory Action, which includes any action by the SEC, the FCA, the SFC, the MAS, the KLFB, The Netherland Authority for the Financial Markets, the Danish Financial Supervisory Authority, the Swedish Financial Supervisory Authority, the CSSF, and the Ontario, Manitoba, British Columbia and Alberta Securities Commissions, a state, a foreign government, a federal, state or foreign regulatory agency or any domestic or foreign self-regulatory organization relating to securities or investment activities, dishonesty, breach of trust, or money laundering as well as any court proceeding that has or could result in a judicial finding of a violation of statutes or regulations related to such activities or in an injunction in connection with any such activities,

·
Receives an inquiry from any regulator or governmental authority.

Political Activities and Contributions.  Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions.  These regulations can restrict the ability of the firm and its employees to make political contributions.  In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the "Pay to Play" rule.  The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executive or employees, to state and local government officials in the United States may be perceived to improperly influence the award of government investment business.  Generally, the Rule prohibit an investment adviser from providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates.  The Rule affects T. Rowe Price and its employees because government entities use the firm's advisory services and also invest in T. Rowe Price mutual funds.

The firm has adopted a "Statement of Policy Regarding Political Contributions" (the "Political Contributions Policy" or "Policy") to comply with the SEC rule and other applicable laws and requirements.  Under the Policy, all T. Rowe Price associates globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political
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party, Political Action Committee ("PAC"), political organization, or bond ballot campaign in the United States.  Additionally, associates are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC, political organization, or bond ballot campaign in the United States.  Additionally, associates are prohibited from doing anything indirectly that, if done directly, would violate this Policy.

Any questions about the Political Contributions Policy should be directed to the "Political Contribution Requests" mailbox.

In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis.  Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the United States Municipal Securities Rulemaking Board ("MSRB").  Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.

United States law prohibits corporate contributions to campaign elections for federal office (e.g., U.S. Senate and House of Representatives).  The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.

No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department.  These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees.  Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees.  Additionally, the firm cannot provide paid leave time to employees for political campaign activity.  However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

T. Rowe Price does not have a PAC.  However, T. Rowe Price has granted permission to the Investment Company Institute's PAC ("ICI PAC"), which serves the interests of the Investment company industry, to solicit T. Rowe Price's senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC.  Contributions to ICI PAC are entirely voluntary.  Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.

As noted above, the SEC rule prohibits most solicitation activities.  To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign
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contributions from employees without adhering to T. Rowe Price's policies regarding solicitation.  These include the following:

·
It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.
·
It must be clear that any contribution is entirely voluntary.
·
T. Rowe Price's stationery and email system may not be used.

An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities.  Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.

Lobbying.  It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state's lobbying laws.  For example, in Maryland, if $2,500 of a person's compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements.  Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist.  If you have any question whether your contact with a state's officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.
Professional Designations.  It is the supervisor's responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use on a business card or letterhead, is a valid designation issued by a reputable credentialing organization.  In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation; it is relevant to his or her job and is authorized to use it.  Any questions should be directed to the Legal Department.

Protection of Corporate Assets.  All personnel are responsible for taking measures to ensure that Price Group's assets are properly protected.  This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary research or marketing information, corporate trademarks and service marks, copyrights, client relationships, and business opportunities.  Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm.  Similarly, you may not solicit co-workers to act in any manner detrimental to the firm's interests.

Quality of Services.  It is a continuing policy of Price Group to provide investment products and services that: (1) meet applicable laws, regulations and industry standards; (2) are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected; and (3) are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.

The quality of Price Group's investment products and services and operations affects our
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reputation, productivity, profitability, and market position.  Price Group's goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

Record Retention and Destruction.  Under various U.S., U.K., other international state, and other governmental laws and regulations, certain of Price Group's subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications.  For example, U.S. law generally requires an investment adviser to retain required records in a readily accessible location for not less than five years from the end of the fiscal year during which the record was made (the current year and the two immediately preceding years in an appropriate office of the adviser), although some records may be required to be retained longer depending on their nature.  Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team.

You must use care in disposing of any confidential records or correspondence.  Confidential material that is to be discarded should be placed in designated bins or should be torn up or shredded, as your department requires.  If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal.  Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

The firm is legally prohibited from destroying any existing records that may be relevant to any current, pending or threatened litigation, or regulatory investigation or audit.  These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports, or similar material.  If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed.  Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

All personnel are responsible for adhering to the firm's record maintenance, retention, and destruction policies.

In addition, the firm has adopted a specific Statement of Policy on Privacy, which is part of this Code (see page 8-).

Referral Fees.  United States securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met.  This would include any compensation to persons who refer clients or shareholders to us (e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage).  FCA also prohibits the offering of any inducement likely to conflict with the duties of the recipient.  No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

Release of Information to the Press.  All requests for
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information from the media concerning T. Rowe Price Group's corporate affairs, mutual funds, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Corporate Communications/Public Relations contact for reply.  Investment professionals who are contacted directly by the press concerning a particular fund's investment strategy or market outlook may use their own discretion, but are advised to check with the appropriate Corporate Communications/Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter.  Corporate Communications/Public Relations contact persons are listed in Appendix .  Please refer to the Global Media Engagement Guidelines located on the Exchange for additional information.

Responsibility to Report Violations.  The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

General Obligation.  If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser ("Chief Compliance Officer") or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer.  Reports submitted in paper form should be sent in a confidential envelope.  Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer.  Officers and employees may also contact any governmental and/or regulatory authority (e.g. SEC and FINRA in the U.S., FCA in the U.K., SFC in Hong Kong, etc.).  Refer to Appendix regarding the Chief Compliance Officer to whom reports should be made.

It is Price Group's policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.

Sarbanes-Oxley Whistleblower Procedures.  Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures ("Procedures") regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters.  All employees should familiarize themselves with these Procedures, which are posted in the repository of the firm's policies and procedures ("Repository") on the intranet.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc., The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

Sarbanes-Oxley Attorney Reporting Requirements.  Attorneys employed or retained by Price Group or any of the
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Price Funds are also subject to certain reporting requirements under the Sarbanes-Oxley Act.  The relevant procedures are posted in the firm's Repository.

Circulation of Rumors.  Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security.  You must promptly report to the Legal Department any circumstance which would reasonably lead you to believe that such a rumor might have been originated or circulated.

Service as Trustee, Executor or Personal Representative.  You may serve as the trustee, co-trustee, executor or personal representative for the estate of or a trust created by close family members.  You may also serve in such capacities for estates or trusts created by nonfamily members.  However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, he or she must first be granted permission by the Ethics Committee.  If you serve in any of these capacities, securities transactions affected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions.  If you presently serve in any of these capacities for nonfamily members, you should report the relationship in writing to the Ethics Committee.

Speaking Engagements and Publications.  Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization.  This is encouraged by the firm, as it enhances our public relations, but you should obtain approval from your supervisor and the head of your Division, if different, before you accept such requests.  You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and the head of your Division, if different, and provided the course is in compliance with the Guidelines found in Investment Services' Compliance Manual.

Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and the head of your Division, if different.

Social Media.  Social media sites such as Facebook, Twitter, YouTube, and LinkedIn have experienced significant growth during the past few years.  While T. Rowe Price does not discourage its associates from using social media for personal use on their personal time, it is important to understand what is expected and required when associates use social media, especially in regards to topics relating to the firm.

Associates may not discuss the business of T. Rowe Price, including our products and services, on social networking channels unless authorized to do so.  If a social media site is used for business purposes, by designated T. Rowe Price associates, communications posted through it are subject to the same regulatory and other restrictions as communications sent by more traditional methods, such as email, printed letters, or advertisements.  Therefore, such sites may
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only be used for business-related purposes with approval from the Legal Department.  T. Rowe Price regularly monitors online discussions and entries that might involve or mention T. Rowe Price.

Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media.  The policy applies whenever using social media, whether in a personally identifiable way or anonymously.
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APPENDIX A TO THE T. ROWE PRICE GROUP, INC.
CODE OF ETHICS AND CONDUCT

·
Brokerage and Trading Control Committees.  There are two Brokerage and Trading Control Committees which set the policy regarding the allocation of client brokerage.  For more information contact Thea Williams of the Fixed Income Committee or Clive Williams of the Equity Committee.

·
Chief Compliance Officer.  The Chief Compliance Officer of the U.S. Price Advisers (i.e., TRPA, TRPAS,) is John Gilner.  The Chief Compliance Officer of TRP Canada is Ryan Nolan.  The Chief Compliance Officer of our outside North America Price Advisers (i.e., TRPIL, TRPHK, TRPSING) is Jeremy Fisher.  The Chief Compliance Officer of the broker/dealer, T. Rowe Price Investment Services, Inc., is Stephanie Mumford.

·
Ethics Committee.  Justin Thomson, David Oestreicher, Andy Brooks, Greg McCrickard, Justin Gerbereux, John Gilner, Deanna Fidler, and David Wallack.

·
Chairperson of the Ethics Committee.  The Chairperson of the Ethics Committee is John Gilner.  Requests regarding IPO's and private placement investments should be directed to Gary Greb.

·
Code Compliance Team.  Gary Greb and Cody Potter.

·
TRP International Compliance Team.  Jeremy Fisher, Carol Bambrough, Lucy Harding, Andrea Osborne, Sam Crowther, Florence Ibiam, James Lawson, Hector Thompson, and Louise Johnson in London; Kitty Chau, Dolby Chan, Iris Yeung in Hong Kong; and Tateomi Fujino in Tokyo.

·
Designated Person, TRP International Compliance Team.  Louise Johnson, Sam Crowther, Florence Ibiam, Lucy Harding and Jeremy Fisher in London.  Kitty Chau, Dolby Chan, and Larry Siu in Hong Kong.

·
Designated Person, Regulatory Reporting Section.  Gary Greb and Mike Noppinger.

·
Management Committee.  Christopher Alderson, Edward Bernard, Scott David, Nigel Faulkner, Deanna Fidler, Robert Higginbotham, Sebastien Page, Rob Sharps, William Stromberg, Eric Veiel, and Ted Wiese.

·
Corporate Communications/Public Relations Contacts.  Edward Giltenan (Head), Bill Benintende, Thomasin Mullen, Bill Weeks, and Anne Read in London.

·
Social Media Contacts.  Danielle Nicholson Smith for legal and advertising regulatory matters. Meara Ranadive for policy and/or permissible activity matters.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
GIFTS AND BUSINESS ENTERTAINMENT

T. Rowe Price adopted this policy to govern the receipt and giving of gifts and business entertainment by all employees of T. Rowe Price globally ("Associates").  The giving and receiving of gifts and business entertainment must be carefully considered by Associates to avoid even the appearance of conflicts of interest.

Associates are encouraged to ask for guidance about how to apply this policy in advance of giving or receiving a gift or business entertainment.  Questions can be directed to your manager or to the Legal Department.

The Code and laws in numerous jurisdictions regulate gifts and entertainment to ensure that such practices do not constitute the direct or indirect provision or receipt of bribes, kickbacks, quid pro quos, or other corrupt practices.  Please refer to the "Foreign Corrupt Practices Act and Other Illegal Payments" section of the Code and the firm's "Compliance Policy and Program Statement Relating To Anti-Bribery Laws and Prohibitions Against Illegal Payments."

Specific controls are applicable to ERISA plans and certain other regulatory regimes – see "Jurisdictions and Specific Requirements" section.

Gifts

The term "gift" has a broad meaning, including merchandise, gratuities and the use of property or facilities for weekends, vacations, and trips, including transportation and lodging costs, but does not include items of nominal value (defined later in this policy).

General rules for all Associates:

·
You may not give gifts in excess of US$100 (aggregate annual limit per business contact).  You may not receive gifts in excess of US$100 (aggregate annual limit per organization).  Please note that gifts given to a business contact's family member (e.g., spouse or children) will count towards the US$100 annual gift limit for that business contact.

·
You may not accept gifts from broker-dealers.

·
You may not give gifts to or receive gifts from a vendor, client, prospect, or a lead manager of a consultant who has active negotiations or Requests for Proposals ("RFPs") for services or products.

·
Any gift, given or received, must be reported.

·
Gifts may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

·
Gifts of cash or cash equivalents may not be given or received.
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Items of Nominal Value
Other than as noted in the Jurisdictions and Specific Requirements section of this policy, the term "gift" as described in this policy does not include an item of nominal value.  Items with a value of US$50 or less are regarded as nominal items.  For example, items such as pens, notepads, modest desk ornaments, or items that display the giving firm's logo, which are typically given out at conferences or elsewhere, would generally fall within this exclusion. If an item is to be given in connection with the broker/dealer's business, its value must not exceed US$50 and the item must have the TRP corporate logo permanently affixed to be exempt from the definition of "gift."

Personal Gift Exclusion
A personal gift given or received in recognition of a "life event," such as a baby or wedding gift, does not fall within this policy provided the gift is not "in relation to the business of the employer of the recipient." There should be a pre-existing personal or family relationship between the giver and the recipient. The giver, not the firm, should pay for the gift. In addition, if an Associate is giving a gift in recognition of a life event, the giver must obtain prior approval from his/her supervisor, Business Unit Head if different, and the Chairperson of the Ethics Committee. If these conditions are met, the recordkeeping requirements and the US$100 limit do not apply.

Gifts Received By Attendees at An Event
Any gift or gifts received by Associates at an event (e.g., industry conference, vendor user conference, investor relations event, etc.), other than nominal gifts (see above), must be reported and the total value cannot exceed the US$100 gift limit.  If an event provides a gift or gifts with a value greater than US$100, Associates may decline to accept the gift, donate it to charity or, with the approval of the Chairperson of the Ethics Committee, present the gift to the Associate's Business Unit for a random draw of an identified group of associates of an appropriate size.

Group Gifts
When a group gift valued at up to US$100 (e.g., chocolate assortment) is sent by a T. Rowe Price Associate, the gift report must identify the name of at least one business contact at the receiving organization.  If an Associate or a T. Rowe Price department receives a gift that is valued in excess of the US$100 limit, it can be shared amongst Associates provided no single Associate's share of the gift exceeds the US$100 limit.  Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random draw of an identified group of associates of an appropriate size or donate it to charity.

Recurring Gifts
Tickets or other gifts (including nominal value gifts) may not be given nor accepted from a business contact or firm on a standing, recurring, or ongoing basis. Supervisors are responsible for monitoring how frequently their Associates receive and give gifts to/from specific business contacts to avoid potential conflicts of interest.



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Calculation of Value
Gifts should be valued at the cost paid by the giver.  Associates and Managers should be mindful that if the market value of a gift is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

Business Entertainment

Entertainment must serve a legitimate and appropriate business purpose ("Business Entertainment").  Generally, business entertainment includes meals and sporting events with business contacts (e.g., clients or vendors).  Associates should be mindful that business entertainment should generally not be solicited and only accepted after an invitation from your host.  Both the Associate and the business contact must be in attendance for an event to be classified as business entertainment. Business entertainment should not be so frequent or so lavish with the same business contact or client, that when viewed in its entirety, it could be viewed as a potential conflict of interest.  See "Jurisdictions and Specific Requirements" for additional restrictions on Business Entertainment.

Reporting and Prior Clearance

1.
Business entertainment valued above US$100 per person must be reported.
2.
Business entertainment that exceeds US$250 per person requires prior approval by the Associate's Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

3.
Broker-dealer provision:  All meal business entertainment received from broker-dealers above US$100 per person requires prior approval by the Associate's Manager and must be reported.  All non-meal business entertainment received from broker-dealers, regardless of value, requires prior approval by the Associate's Manager and must be reported.  T. Rowe Price (or in some cases, the Associate) will pay or reimburse the broker-dealer for such reported business entertainment.

4.
Business entertainment that includes a guest (e.g., spouse or child) requires prior approval by the Associate's Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).  Keep in mind that the Associate may need to pay for the cost of the guest.

5.
Business entertainment that does not occur in the normal course of business or is an event of national prominence requires prior approval by the Associate's Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).
6.
Business entertainment may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

Each Business Unit will implement procedures to assess and consider relevant factors when determining if approval should be granted in the circumstances requiring prior approval.  For example, factors may include the purpose of the meeting, the nature of the event being conducive
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to conversation, the exclusivity of the event, the frequency of interaction with the business contact and whether T. Rowe Price or the Associate should be bearing some portion or all of the associated cost.

Post-Event Approval
In certain situations, an Associate may not be able to ascertain the cost of an event until after its conclusion, such as business dinners. In the event the business entertainment was expected to be within these reporting thresholds (e.g., less than US$250 per person) but unexpectedly exceeds them, the Associate must promptly report such entertainment to his/her Manager for further discussion. In these limited circumstances and after review by the Associate's Manager, "post-event" approval by a Region/Segment Head or Business Unit Head (as determined by the Business Unit) will be considered to be in compliance with this policy.

Transportation and Lodging
Generally, the cost of transportation and lodging expenses associated with business entertainment should be borne by the party using the transportation or lodging.  Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

Active RFPs/Business Transactions
Associates may not entertain key decision makers of a vendor, prospect or current client (or their lead manager consultant) with an active RFP or where material negotiations of specific business or transactions are taking place.  Key decision makers are those individuals who have significant influence on the decision related to the RFP or transaction which would include an ERISA plan fiduciary representative.  However, meals closely associated with substantive business meetings (i.e., plan reviews, due diligence visits, investment reviews, educational sessions) are permitted.

Large-Scale Events
The cost-per-individual at an event (e.g., industry conference, vendor user conference, investor relations event) is not counted towards US$250 prior approval threshold provided that the conference has a reasonable relationship to the duties of the attending Associate(s) and the expenses for attendance are reasonable in light of the benefits afforded to the firm by such attendance.   Associates should keep in mind that if there are separate excursions or other entertainment connected with the large-scale event (e.g., golf outings, boating trips etc.) then the reporting and prior clearance requirements will apply to these separate events.

Calculation of Value
Business entertainment should be valued at the cost paid by the giver.  Associates and Managers should be mindful that if the market value of an event is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

Jurisdictions and Specific Requirements

In addition to the general gift and entertainment rules in this policy, certain jurisdictions or regulators may impose restrictions that are more stringent than the general provisions of this policy. The following sets forth a summary of those restrictions.

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U.S. - ERISA Covered Plans: US$250 Annual Limit

In accordance with guidance from the U.S. Department of Labor, the annual limit on gifts and business entertainment provided to an ERISA plan fiduciary representative (including plan advisers serving in a fiduciary capacity) is US$250.  All gifts and business entertainment provided to a business contact count towards this US$250 limit except as provided below, and must be prior approved by the Associate's Manager or Region/Segment Head (as determined by the Business Unit).

1.
Meals provided to business contacts at educational conferences, including T. Rowe Price hosted conferences; do not count towards the US$250 annual limit.

2.
Meals provided to business contacts and closely associated with substantive business meetings (e.g., plan reviews, due diligence visits, investment reviews, educational sessions) do not count towards the US$250 annual limit, but are subject to this policy's reporting and prior clearance rules.

3.
Items of nominal value are not subject to this policy's reporting requirements and do not count towards the US$250 annual limit. Generally, items that are less than US$10 are deemed to have nominal value. For the avoidance of doubt, any item that has a value greater than US$10, including items with a corporate logo permanently affixed, count towards the US$250 annual limit and must be reported.

Note that all gifts, business entertainment, and meals given to or attended by guests of the business contact(s) (including in the context of an educational conference) count towards the US$250 annual limit and are subject to this policy's reporting and prior clearance rules.

In certain circumstances, the Legal Department may grant an exception to the T. Rowe Price annual limit subject to compliance with the U.S. Department of Labor limits.

Country and U.S. State Specific Requirements

Countries and U.S. states may adopt rules that govern the provision of gifts and business entertainment.  Such rules may impose strict dollar limits or prohibitions on providing gifts and business entertainment which may be more restrictive than this policy. Additionally, these rules may impose increased reporting requirements on Associates.  The Legal Department will work with business units to inform them of these jurisdictions' specific rules.

Reporting

It is ultimately the Associate's responsibility to properly report gifts and business entertainment, whether given or received, in accordance with each business unit's reporting procedures.  All gifts must be reported within ten business days.  All business entertainment must be reported promptly.

All gifts and business entertainment reports will be available for review by Legal/Compliance, including International Compliance, in conjunction with their responsibility to oversee our firm-wide compliance.
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The U.S. Department of Labor has established strict gift and entertainment reporting rules relative to ERISA clients. All gifts and business entertainment of US$10 or more accepted from, provided to, or in relation to ERISA clients should be reported under the Associate's business unit's procedures.

Chair of the Ethics Committee

Special circumstances may arise that would require the review of the Chair of the Ethics Committee and may result in exceptions being granted to part or all of this policy.




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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

Policy of Price Group on Insider Trading.  It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel (e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the United States, the United Kingdom, or any other country that has jurisdiction over its activities.  Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds and clients (see page 4-).

Purpose of Statement of Policy.  As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information.  The purpose of this Statement of Policy ("Statement") is to describe and explain:  (i) the general legal prohibitions and sanctions regarding insider trading under both U.S. and U.K. law and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm's educational program regarding insider trading.  Additionally, the United States Insider Trading and Securities Fraud Enforcement Act ("Act") requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.

Many jurisdictions, including Honk Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information.  While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally.  There is, however, no substitute for knowledge of local laws and regulations.  Employees are expected to understand the relevant local requirements where they work and comply with them.  Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal Department or the TRP International Compliance Team.

Price Group has also adopted a Statement of Policy on Securities Transactions (see page 5-), which requires both Access Persons (see page 5-) and Non-Access Persons (see page 5-) to obtain prior transaction clearance with respect to their transactions in Price Group stock and requires Access Persons to obtain prior transaction clearance with respect to all pertinent securities transactions.  In addition, both Access Persons and Non-Access Persons are required to report covered securities transactions on a timely basis to the firm.  The independent directors of the Price Funds, although Access Persons, are not subject to prior transaction clearance requirements and are subject to modified reporting as described on pages 5- to 5-.

The Basic Insider Trading Prohibition.  The "insider trading" doctrine under United States securities laws generally prohibits any person (including investment advisers) from:

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·
trading in a security while in possession of material, non-public information regarding the issuer of the security;
·
tipping such information to others;

·
recommending the purchase or sale of securities while in possession of such information;

·
assisting someone who is engaged in any of the above activities.

Thus, "insider trading" is not limited to insiders of the issuer whose securities are being traded.  It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers.  In addition, it is not limited to persons who trade.  It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information.  A "security" includes not just equity securities, but any security (e.g., corporate and municipal debt securities, including securities issued by the federal government).

"Need to Know" Policy.  All information regarding planned, prospective or ongoing securities transactions must be treated as confidential.  Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively.  Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

Transactions Involving Price Group Stock.  You are reminded that you are an "insider" with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market.  It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable.  You are prohibited from trading Price Group stock (TROW) if you are privy to material, non-public information.

Sanctions.  Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms.  A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

·
Injunctions;

·
Treble damages;

·
Disgorgement of profits;

·
Criminal fines;

·
Jail sentences;

·
Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and

·
Civil penalties for the controlling entity (e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.
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In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved.  The provisions of U.S. and U.K. law discussed below and the laws of other jurisdictions are complex and wide ranging.  If you are in any doubt about how they affect you, you must consult the Legal Department or the TRP International Compliance Team, as appropriate.

U.S LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

Introduction.  "Insider trading" is a top enforcement priority of the United States Securities and Exchange Commission.  The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies.  Specifically, the Insider Trading and Securities Fraud Enforcement Act:

Written Procedures.  Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

Penalties.  Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel, and other "controlling persons" who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other "controlled persons."  Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.

Private Right of Action.  Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

Bounty Payments.  Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations.  Bounty payments are at the discretion of the SEC, but may not exceed 10 – 30% of the penalty imposed.

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and Fair Disclosure, which are discussed later in this Statement.

Basic Concepts of Insider Trading.  The four critical concepts under United States law in insider trading cases are:  (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public and (4) use/possession.  Each concept is discussed below.

Fiduciary Duty/Misappropriation.  In two decisions, the United States Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

A typical breach of duty arises when an insider, such as a corporate officer, purchases securities of his or her corporation on the basis of material, non-public information.  Such conduct breaches a duty owed to the corporation's shareholders.  The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance.  For example, courts have
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held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit; that would be enough to find a fiduciary breach.

The concept of who constitutes an "insider" is broad.  It includes officers, directors, and employees of an issuer.  In addition, a person can be a "temporary insider" if he or she enters into a confidential relationship in the conduct of an issuer's affairs and, as a result, is given access to information solely for the issuer's purpose.  A temporary insider can include, among others, an issuer's attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations.  In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information disclosed confidential.

Court decisions have held that under a "misappropriation" theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by:  (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose.  For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory.  Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory.  For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the "misappropriation" theory of insider trading.  It states that a "duty of trust or confidence" exists in the following circumstances, among others:

(1)
Whenever a person agrees to maintain information in confidence;

(2)
Whenever the person communicating the material nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

(3)
Whenever a person receives or obtains material non-public information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.

Materiality.  Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is "material."  The information need not be so important that it would have changed an investor's decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.
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Resolving Close Cases.  The United States Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

Effect on Market Price.  Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

Future Events.  The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

Illustrations.  The following list, though not exhaustive, illustrates the types of matters that might be considered material:  a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuer's own shares; a tender offer for another issuer's securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

Non-Public vs. Public Information.  Any information that is not "public" is deemed to be "non-public."  Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public.  Information is considered public if it has been disseminated in a manner making it available to investors generally.  An example of non-public information would include material information provided to a select group of analysts but not made available to the investment community at large.  Set forth below are a number of ways in which non-public information may be made public.

Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their
companies to:  (1) the national business and financial newswire services (Dow Jones and Reuters); (2) the national service (Associated Press); and (3) The New York Times and
The Wall Street Journal.

Local Disclosure.  An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded, but might not be sufficient for an issuer that has a national market.

Information in SEC Reports.  Information contained in reports filed with the SEC will be deemed to be public.

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public (i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to
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allow the information to be fully disseminated.  Price Group may also follow Information Barrier procedures, as described on page 4- of this Statement.

Concept of Use/Possession.  It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while possession of material, non-public information regarding the security.  This is in contrast to trading on the basis of the material, non-public information.  To illustrate the problems created by the use of the "possession" standard, as opposed to the "caused" standard, the following three examples are provided:

First, if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates.  The prohibition would last until the information is no longer material or non-public.

Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

The SEC has expressed its view about the concept of trading "on the basis of" material, non-public information in Rule 10b5-1.  Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is "on the basis" material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale.

A person's purchase or sale is not "on the basis of" material, non-public information if he or she demonstrates that:

(A)
Before becoming aware of the information, the person had:

(1)
Entered into a binding contract to purchase or sell the security;

(2)
Instructed another person to purchase or sell the security for the instructing person's account, or

(3)
Adopted a written plan for trading securities.

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

Under Rule 10b5-1, a person other than a natural person (e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not "on the basis of" material, non-public
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information if it demonstrates that:

·
The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

·
The person had implemented reasonable policies and procedures, taking into consideration the nature of the person's business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material, non-public information.  These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material, non-public information, or those that prevent such individuals from becoming aware of such information.

Tender Offers.  Tender offers are subject to particularly strict regulation under the securities laws.  Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty.  Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

Selective Disclosure of Material, Non-Public Information by Public Companies.  The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, nonpublic information to certain persons who would be expected to trade on it.  The rule applies only to publicly-traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

Under this rule, whenever:

·
An issuer, or person acting on its behalf,

·
discloses material, non-public information,

·
to securities professionals, institutional investors, broker-dealers, and holders of the issuer's securities,

·
the issuer must make public disclosure of that same information,

·
simultaneously (for intentional disclosures), or

·
promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)

Regulation FD does not apply to all of the issuer's employees; rather only communication by an issuer's senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered.  Certain recipients of information are also excluded from the Rule's coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and "temporary insiders," such as the issuer's lawyers, investment bankers, or accountants.
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Expert Network Services.  Expert networks may be used by approved investment staff to supplement the investment process.  Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies.  Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions.  A strict approval process is in place for utilizing a new expert network service.  Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.

Information Regarding Price Group.

The illustrations of material information found on page 4- of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm.  Remember, even though you may have not intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock.  If such transactions were discovered and your friend was prosecuted, your status as an informant or "tipper" would directly involve you in the case.  If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to Price Group you should contact the Legal Department.

Information Regarding T. Rowe Price Funds and Subadvised Funds.

Employees who possess material, non-public information pertaining to a Price Fund or subadvised fund are prohibited from trading in the shares of the fund.  Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the fund's NAV, which could be regarded as material.  For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown.  Such information could constitute material, non-public information.  Information regarding future events that would not be expected to have a known impact on the fund's NAV, such as a large subscription by an institutional shareholder or a change in the fund's portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes.  If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to a Price Fund or subadvised fund you should contact the Legal Department.

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE UNITED STATES

The jurisdictions outside the United States that regulate some T. Rowe Price entities (see pages 1- and 1- for a description of these entities and jurisdictions) have laws in this area that are based on principles similar to those of the United States described in this Statement.  If you comply with the Code, then you will comply with the requirements of these jurisdictions.  If you have any concerns about local requirements, please contact the TRP International Compliance Team or the Legal Department.
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PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate Legal Compliance person or group and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary.

Specifically, you may not:

·
Trade in securities to which the material, non-public information relates;

·
Disclose the information to others;

·
Recommend purchases or sales of the securities to which the information relates.

If it is determined that the information is material and non-public, the issuer will be placed on either:

·
A Restricted List ("Restricted List") in order to prohibit trading in the security by both clients and Access Persons; or

·
A Watch List ("Watch List"), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities.  This procedure is commonly referred to as an Information Barrier.

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal Department and the Regulatory Reporting Section who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List.  As described below, if a Designated Person on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact the Regulatory Reporting Section.  The Regulatory Reporting Section will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal Department.

The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group.  Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate business need to know this information.

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Process for All Associates.

If an individual subject to the Code believes they may be in possession of material, non-public information (MNPI), Legal should be contacted immediately.  The individual may not disclose the information or trade in the security until a determination is made by Legal.  US-based personnel should contact the Legal Department in Baltimore and international personnel should contact the International Compliance Team.  The respective Compliance personnel will make the determination if the information is material, non-public and if the issuer should be placed on either the Watch List or Restricted List.

When the information is no longer material or non-public, Compliance will remove the issuer from the Watch List or Restricted List.

Specific Procedures Relating to the Safeguarding of Inside Information.

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non-public information:

·
Do not discuss confidential information in public places such as elevators, hallways or social gatherings;

·
To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

·
Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

·
Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

·
Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use; and

·
Destroy copies of confidential documents no longer needed for a project.  However, Record Retention and Destruction guidelines (see page 2-) should be reviewed before taking any action.

ADDITIONAL PROCEDURES

Education Program.  While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.
To ensure that all appropriate personnel are properly informed of and understand Price Group's
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policy with respect to insider trading, the following program has been adopted.

Initial Review and Training for New Personnel.  All new persons subject to the Code, which includes this Statement, will be given a copy of it at the time of their association and will be required to certify that they have read it.  In addition, each new employee is required to take web-based training promptly after his or her start date.

Revision of Statement.  All persons subject to the Code will be informed whenever this Statement is materially revised.

Annual Review.  All persons subject to the Code receive training on the Code annually.

Confirmation of Compliance.  All persons subject to the Code will be asked to confirm their understanding of an adherence to the Code, including this Statement, on at least an annual basis.

Questions.  If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal Department, or the TRP International Compliance Team as appropriate.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement.  In accordance with the requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions' laws and regulations, Price Group and the mutual funds ("Price Funds") which its affiliates manage have adopted this Statement of Policy on Securities Transactions ("Statement").

Price Advisers' Fiduciary Position.  As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement of Policy.  The Statement was developed to help guide Price Group's employees and independent directors and the independent directors of the Price Funds in the conduct of their personal investments and to:

·
eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running (see definition below);

·
avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

·
prevent, as well as detect, the misuse of material, non-public information.

Those subject to the Code, including the independent directors of Price Group and the Price Funds, are urged to consider the reasons for the adoption of this Statement.  Price Group's and the Price Funds' reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds.

Front Running.  Front Running is illegal.  It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions.

QUESTIONS ABOUT THE STATEMENT.  You are urged to seek the advice of the Chief Compliance Officer of TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel), the TRP International Compliance Team (International personnel) or Code Compliance  (all
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personnel regardless of office location) when you have questions as to the application of this Statement to individual circumstances.

EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES.  The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price.  Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs.  The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the "Policy"), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries.  Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund's prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate.  The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses.  If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

PERSONS SUBJECT TO STATEMENT.  The provisions of this Statement apply as described below to the following persons and entities.  Each person and entity (except the independent directors of Price Group) is classified as either an Access Person or a Non-Access Person as described below.  The provisions of this Statement may also apply to an Access Person's or Non-Access Person's spouse, minor children, and certain other relatives, as further described on page 5- of this Statement.  All Access Persons except the independent directors of the Price Funds are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel.  The independent directors of the Price Funds are not subject to prior transaction clearance requirements and are subject to modified reporting as described on page 5-.  Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are only required to receive prior transaction clearance for transactions in Price Group stock.  The persons and entities covered by this Statement are:

Price Group.  Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships.  Partnerships such as Pratt Street Ventures.
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Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and its affiliates.

Certain Contingent Workers/Contractors.  These workers include:

·
All temporary workers hired on the Price Group payroll ("TRP Temporaries");

·
All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

·
All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group's employees (versus project work that stands apart from ongoing work); and

·
Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

Retired Employees.  Retired employees of Price Group who receive investment research information from one or more of the Price Advisers will be subject to this Statement.

Independent Directors of Price Group and the Price Funds.  The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates.  The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be "interested persons" of Price Group.

Although subject to the general principles of this Statement, including the definition of "beneficial ownership," independent directors are subject only to modified reporting requirements (see pages 5- to 5-).  The trades of the independent directors of the Price Funds are not subject to prior transaction clearance requirements.  The trades of the independent directors of Price Group are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS.  Certain persons and entities are classified as "Access Persons" under the Code.  The term "Access Persons" means:

·
the Price Advisers;

·
any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are generally not subject to prior transaction clearance and have modified reporting  requirements, as described as follows);

·
any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund or other advisory client, or to non-public information regarding any securities
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·
holdings of any client of a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or

·
any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.

All Access Persons are notified of their status under the Code.  Although a person can be an Access Person of one or more Price Advisers and one or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they are not Access Persons of any of the Price Advisers.

Investment Personnel.  An Access Person is further identified as "Investment Personnel" if, in connection with his or her regular functions or duties, he or she "makes or participates in making recommendations regarding the purchase or sale of securities" by a Price Fund or other advisory client.

The term "Investment Personnel" includes, but is not limited to:

·
those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm's clients (investment counselors and members of the mutual fund advisory committees);

·
research and credit analysts; and

·
traders who assist in the investment process

All Investment Personnel are deemed Access Persons under the Code.  All Investment Personnel are notified of their status under the Code.  Investment Personnel are generally prohibited from investing in initial public offerings (see page 5-).

NON-ACCESS PERSONS.  Persons who do not fall within the definition of Access Persons are deemed "Non-Access Persons."  If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficial ownership provisions described below.  However, the independent directors of Price Group are not included in this definition.

TRANSACTIONS SUBJECT TO STATEMENT.  Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First, you are a "beneficial owner" of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities.  For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another person's account) of an unrelated person's or entity's brokerage account, or are directing another person's or entity's trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.
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Definition of Beneficial Owner.  A "beneficial owner" is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

A person has beneficial ownership in:

·
securities held by members of the person's immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted;

·
a person's interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

·
a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

·
a general partner's proportionate interest in the portfolio securities held by either a general or limited partnership;

·
certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

·
a person's right to dividends that is separated or separable from the underlying securities.  Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control.  If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction.  Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse has an independent trading program in which you have no input.  Similarly, if your spouse has investment control over, but not beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement's relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section (via the Legal Compliance Employee Trading mailbox) or the TRP International Compliance Team.  Any such request for clarification or interpretations should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation.  Do not assume that the Statement is not applicable; you must receive a clarification or interpretation
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about the applicability of the Statement.  Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Team or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY.  As described, certain transactions require prior clearance before execution.  Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running (see page 5- for definition of Front Running).

TRANSACTIONS IN STOCK OF PRICE GROUP.  Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the United States securities laws.  You are responsible for your own compliance with these requirements.  In connection with these legal requirements, Price Group has adopted the following rules and procedures:

Independent Directors of Price Funds.  The independent directors of the Price Funds are prohibited from owning the stock or other securities of Price Group.

Quarterly Earnings Report.  Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day after the filing of the firm's earnings release with the SEC on Form 10-Q or Form 8-K.  You will be notified by the Management Committee from time to time as to the controlling dates.

Prior Transaction Clearance of Price Group Stock Transactions Generally.  Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction (including gifts and transfers of beneficial ownership) involving shares of Price Group stock owned beneficially, including any Price Group stock owned in the Employee Stock Purchase Plan ("ESPP").  Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from street name accounts with the same registration does not have to receive prior clearance, but must be reported.

Prior Transaction Clearance Procedures for Price Group Stock.  Requests for prior transaction clearance must be processed by using the online request form.  This online form can be accessed through the TROW Employee Stock Transactions tool located on the TRP Exchange.  The Payroll and Stock Transaction Group is responsible for processing and maintaining the records of all such requests.  This includes not only market transactions, but also sales of stock purchased either through the ESPP or through a securities account if shares of Price Group stock are transferred there from the ESPP.  Purchases effected through the ESPP are automatically reported to the Payroll and Stock Transaction Group.

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Gifts.  The giving of or receipt of Price Group stock (TROW) must be prior cleared.  This includes donation transactions into donor-advised funds such as the T. Rowe Price Program for Charitable Giving, as well as any other charitable gifting.

Prohibition Regarding Transactions in Price Group Options.  Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock.  Short sales of Price Group stock are not permitted.

Hedging Transactions in Price Group Stock.  Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions.  Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program.  Refer to page 5- for a full description of the 60-Day Rule.

Only Price Group stock that has been held for at least 60 days may be gifted.  You must receive prior clearance before gifting shares of Price Group stock.

Purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock (see page 5-9).

To avoid issues with the 60-day rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

Initial Disclosure of Holdings of Price Group Stock.  Each new employee must report to the Payroll and Stock Transaction Group any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock.  Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance.  Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Team or by the financial institution (e.g. broker/dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.
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Effectiveness of Prior Clearance.  Prior transaction clearance of transactions in Price Group stock is effective for three United States business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm.  If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

Reporting of Disposition of Proposed Transaction.  You must use the form returned to you by the Payroll and Stock Transaction Group to notify them of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly.  The notice must be returned within two business days of the trade's execution or within five business days of the date of prior transaction clearance if the trade is not executed.

Insider Reporting and Liability.  Under current SEC rules, certain officers directors and 10% stockholders of a publicly traded company ("Insiders") are subject to the requirements of Section 16.  Insiders include the directors and certain executive officers of Price Group.  The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting.  There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock.  Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

·
Form 3.  The initial ownership report by an Insider is required to be filed on Form 3.  This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock.  Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

·
Form 4.  Any change in the Insider's ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5.  The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed.  Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.

·
Form 5.  Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the
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·
calendar year in which the transaction occurred.  No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

Liability for Short-Swing Profits.  Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.  {XE "Reporting, Securities Transactions (other than Price Group stock) (not Independent Directors)"}

Access Persons, unless otherwise provided for as follows, must obtain prior transaction clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls.  This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment.  Following are exceptions to the prior transaction clearance requirement:

·
the independent directors of the Price Funds are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds;
·
and, any Price Adviser is not required to receive prior transaction clearance when T. Rowe Price seed money is deployed to establish a client/product strategy.

Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transaction in Price Group stock.

Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock transaction Group.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity.  Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (see page 5-); you are responsible for ensuring your compliance with this rule.


TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A "REPORTABLE FUND."  The following transactions do not require either prior transaction clearance or reporting:
Mutual Funds and Variable Insurance Products.  The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds (see page 5-).
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Undertakings for Collective Investments in Transferrable Securities (UCITS).  The purchase or redemption of shares in an open-ended European investment fund established in accordance with the UCITS Directive provided that a Price Adviser does not serve as an adviser to the fund.

Automatic Investment Plans.  Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.  However, the initial automatic investment does require prior clearance.  An automatic investment plan includes a dividend reinvestment plan.  An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report.  Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a "non-systematic transaction") must be reported by both Access Persons and non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

Donor-Advised Funds.  Transactions within donor-advised funds, such as the   T. Rowe Price Program for Charitable Giving, do not require prior clearance or reporting.  A gift of Price Group stock into a donor-advised fund is required to be prior cleared and reported.

U.S Government Obligations.  Purchases or sales of direct obligations of the U.S Government.

Certain Commodity Futures Contracts.  Purchases or sales of commodity futures contracts for tangible goods (e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission ("CFTC").  Futures contracts for financial instruments, however, must receive prior clearance and be reported.

Commercial Paper and Similar Instruments.  Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts.  Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

Currency.  Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example.  However, securitized or financial instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must receive prior clearance and be reported.


TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS.  The following transactions do not require prior transaction clearance but must be reported:
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Exchange-Traded Funds ("ETFs").  Purchases or sales of the following ETFs only:

·
SPDR Dow Jones Industrial Average ETF ("DIA")
·
SPDR S&P 500 ETF Trust ("SPY")
·
PowerShares QQQ Trust, Series 1 (ETF) ("QQQ")
·
iShares MSCI EAFE ETF ("EFA")
·
iShares Core S&P 500 ETF ("IVV")
·
iShares Russell 2000 ETF ("IWM")
·
iShares MSCI Emerging Market ETF ("EEM")
·
iShares FTSE 100 UCITS ETF ("GB/ISF")

Transactions by Access Persons in all other ETFs, including ETFs authorized as UCITS, must receive prior clearance and these transactions must be reported by both Access Persons and Non-Access Persons.

Unit Investment Trusts.  Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case it must comply with the specific restrictions on ETFs described immediately above.

National Government Obligations (other than U.S.).  Purchases or sales of direct obligations of national (non-U.S.) governments.

Variable Rate Demand Notes.  This financial instrument is an unsecured debt obligation of a corporate entity.  These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities.  It is not a money market fund nor is it equivalent to a bank deposit or bank account, therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

Pro Rata Distributions.  Purchases effected by the exercise of rights issued pro-rata to all holders of a class of securities or the sale of rights so received.

Tender Offers. Purchases and sales of securities pursuant to a mandatory (e.g., the holder has no choice or elections regarding the offer) tender offer.  Merger elections, however, that presents holders of acquired securities, with exchange options that typically include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.

Exercise of Stock Option of Corporate Employer by Spouse.  Transactions involving the exercise by an Access Person's spouse of a stock option issued by the corporation employing the spouse.  However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a "cash-less" transactions, must receive prior transaction clearance.

Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse.  Transactions commonly called "net sales" whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.
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Inheritances.  The acquisition of securities through inheritance.

Gifts.  The giving of or receipt of a security as a gift.  However a gift of or receipt of Price Group stock must be prior cleared.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions.  The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion.  Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred.  Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll Deduction Plans.  Purchases, but not sales, by an Access Person's spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan.  Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred.  A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

Partial Shares Sold.  Partial shares held in an account that are sold when the account is transferred to another broker/dealer or to new owner or partial shares sold automatically by the broker/dealer.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable Funds Not Held On A T. Rowe Price Platform.  Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds and UCITS, for which any of the Price Advisers serves as an investment adviser.  This includes not only the Price Funds, SICAVs, OEICs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through sub-advised relationships, including any fund holdings offered through retirement plans (e.g., 401(k) plans) other than the T. Rowe Price U.S. Retirement Plan, or as an investment option offered as part of a variable annuity.  Code Compliance maintains a listing of sub-advised Reportable Funds on the TRP Exchange.



Access Persons must inform the Code Compliance Team about ownership of shares of Price Funds.  Once this notification has been given, if the Price Fund is held on a            T. Rowe Price platform, in a TRP Brokerage Account, or in the T. Rowe Price U.S. Retirement Plan, the Access Person need not report these transactions directly (see page 5-).

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In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on page 5-.

Interests in Section 529 College Savings Plans not held on the T. Rowe Price Platform.  Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan for which any Price Adviser serves as an adviser or subadviser to the plan.

Access Persons must inform the Code Compliance Team about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan.  For these specific plans only, once this notification has been given, an Access Person need not report transactions directly (see page 5-).

In instances where ownership interests in 529 College Savings Plans that are advised or subadvised by a Price Adviser are held through an intermediary, transactions must be reported as described on page 5-.


The independent directors of the Price Funds are subject to modified reporting requirements.

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS.  If the transaction or security is not subject to prior transaction clearance, you should assume that it is subject to this requirement unless specifically informed otherwise by the Code Compliance Team or the TRP International Compliance Team.  The only Access Persons not subject to the prior transaction clearance requirements are the independent directors of the Price Funds.

Among the transactions for which you must receive prior transaction clearance are:

·
Non-systematic transactions in a security that is not exempt from prior transaction clearance;

·
Close-end fund transactions, including U.K, Canadian, and other non-U.S. investment trusts, and ETFs not specifically exempted from prior clearance (see page 5-) ; and

·
Transactions in sector index funds that are closed-end or exchange-traded funds.

OTHER TRANSACTION REPORTING REQUIREMENTS.  Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds), including purchases in initial public offerings and private placement transactions, must be reported.  Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access
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Person.  The independent directors of Price Group and the Price Funds are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.  Unless prior transaction clearance is not required as described above or the Chairperson of the Ethics Committee or his or her designee has otherwise determined that prior transaction clearance is not required, Access Persons, other than the independent directors of the Price Funds, must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures set forth below before engaging in the transactions described.  If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Team before proceeding.

Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings ("IPOs"):

Non-Investment Personnel.  Access Persons who are not Investment Personnel ("Non-Investment Personnel") may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or his or her designee ("Designee").  An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act.  This requirement applies to all IPOs regardless of market.

In considering such a request for prior transaction clearance, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firm's clients or otherwise violates the Code.  The Chairperson or his or her Designee will also consider whether:

1.
The purchase is made through the Non-Investment Personnel's regular broker;

2.
The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel's account; and

3.
The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a "restricted person," as defined in FINRA Rule 5130, has a beneficial interest.


Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm's clients are prohibited from doing so because of affiliated transaction restrictions.  This prohibition will remain in effect until the firm's clients have had the opportunity to purchase in the secondary market once the underwriting is completed – commonly referred to as the aftermarket.  The 60-Day Rule applies to transactions in securities purchased in an IPO.
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Investment Personnel.  Investment Personnel may not purchase securities in an IPO.

Non-Access Persons.  Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

Procedures For Obtaining Prior Transaction Clearance For Private Placements.  Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or his or her Designee.  This prior clearance provision includes situations involving investment transactions made in small businesses typically sourced through family or friends as well as any other referral source.

A private placement is generally defined by the SEC as an offering that is exempt from registration under the Securities Act.  Private placement investments generally require the investor to complete a written questionnaire or subscription agreement.

Crowdfunding.  Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance.  In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm's clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm.  The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee.  These investments may also have special reporting requirements, as discussed under "Procedures for Reporting Transactions," at page 5-.

Continuing Obligation.  An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm's investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

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Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions.  Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm's intranet.  The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance team.  If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance Employee Trading mailbox.  All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover.  Responses to all requests will be made by myTRPcompliance or the Code Compliance Team, documenting the request and whether or not prior transaction clearance has been granted.  The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

Requests will normally be processed on the same day; however, additional time may be required for prior transaction clearance for certain securities, including non-U.S. securities.

Effectiveness of Prior Transaction Clearance.  Prior transaction clearance of a securities transaction is effective for three United States business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted.  If the proposed securities transaction is not executed within this time, a new clearance must be obtained.  For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday.  In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., certain transactions through transfer agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Team after prior clearance has been granted, but before entering the order with the executing agent.

Reminder.  If you are an Access Person and become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then transactions in those securities also become subject to the prior transaction clearance requirements.  You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION.  Prior transaction clearance will usually not be granted if:

Pending Client Orders.  Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-) under "Large Issuer/Volume Transactions" are met.

Purchases and Sales Within Seven Calendar Days.  The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to
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the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-) under "Large Issuer/Volume Transactions" are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to An Access Person to purchase or sell that security until Tuesday of the following week.  Transactions in securities in pure as opposed to enhanced index funds are not considered for this purpose.

If all clients have eliminated their holdings in a particular security, the seven calendar day restriction is not applicable to an Access Person's transactions in that security.

Approved Company Rating Changes.  A change in the rating of an approved company  has occurred within seven calendar days immediately prior to the date of the proposed transaction.  Accordingly, trading would not be permitted until the eighth calendar day.

Securities Subject to Internal Trading Restrictions.  The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

Exchange-Traded Fund (ETF) Restrictions.  Transaction requests in narrow, inverse (also known as short or inverse-leveraged) ETFs will be denied.  Narrow, inverse ETFs include, but are not limited to, those focused on the commodities, currencies and specific market sectors.  Short sale transaction requests of narrow, long ETFs will also be denied.  A list of eligible, "to be approved for trading" broad, inverse ETFs will be maintained on  the Exchange.

Requests for Reconsideration of Prior Transaction Clearance Denials.  If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration.  Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested.  As part of the reconsideration process, the Chairperson or his or her designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person.  The factors the Chairperson or his or her designee may consider in making this determination include:

·
the size of the proposed transaction;

·
the nature of the proposed transaction (i.e., buy or sell) and of any recent, current or pending client transactions;

·
the trading volume of the security that is the subject of the proposed Access Person transaction;

·
the existence of any current or pending order in the security for any client of a Price Adviser;

·
the reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and
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·
the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS.  All Access Persons (except the independent directors of the Price Funds) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see discussion of beneficial ownership and control concepts on page 5-) to Code Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218.  T. Rowe Price has established relationships and processes with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements.  Certain broker-dealers require employee consent before sending such confirmations, contract notes, and statements to T. Rowe Price.  In those cases, Code Compliance will contact the employee and obtain the required authorization.

The independent directors of Price Group and the Price Funds are subject to modified reporting requirements described at pages 5- to 5-.

If transaction or statement information is provided in a language other than English, the employee should provide a translation into English of the documents.

NOTIFICATION OF SECURITIES ACCOUNTS.  All persons (except the independent directors of the Price Funds) and all entities subject to this Statement must report their securities accounts upon joining the firm as well as report any new securities accounts opened while employed by the firm.  myTRPcompliance (located on the Exchange) is the tool that must be used to report and maintain (open or close) accounts holding securities subject to this Statement of Policy.

The independent directors of Price Group and the Price Funds are not subject to this requirement.

New Personnel Subject to the Code.  A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts.  If other securities can be held or traded, the accounts must be reported.  For example, if you have an account at a transfer agent that can only hold shares of a mutual fund; that account does not have to be reported.  If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

Officers, Directors and Registered Representatives of Investment Services.  FINRA requires each associated person of T. Rowe Price Investment Services, Inc. to:
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·
Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and

·
If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.

Annual Statement by Access Persons. Each Access Person, except an Access person who is an independent director of the Price Funds, must also file with the firm a statement of his or her accounts as of year-end in January of the following year.

Reminder.  If you become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then the associated securities accounts become subject to the account reporting requirements.

PROCEDURES FOR REPORTING TRANSACTIONS.  The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group and the Price Funds, who are subject to modified reporting requirements:

Report Form.  If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report.  The date this document is received by the Code Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance.  The Code Compliance Team must receive the confirmation or similar document no later than 10 days after the end of the calendar quarter in which the transaction occurred.  You must report all other transactions using the "Securities Transaction Report" form which is available in the myTRPcompliance system.

What Information Is Required.  Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

·
the date of the transaction
·
the title of the security
·
the ticker symbol or CUSIP number, as applicable
·
the interest rate and maturity date, as applicable
·
the number of shares, as applicable
·
the principal amount of each reportable security involved, as applicable
·
the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition)
·
the price of the security at which the transaction was effected
·
the name of the broker, dealer or bank with or through which the transaction was effected; and
·
the date you submit the report

When Reports are Due.  You must report a securities transaction (other than a transaction in a Reportable Fund or Section 529 College Savings Plan [Access Persons
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only] or a spousal payroll deduction plan or a stock split or similar acquisition or disposition) within ten business days after the trade date or within ten business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later.  A transaction in a Reportable Fund, a Section 529 College Savings Plan, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and Section 529 College Savings Plan  Interests held on the T. Rowe Price Platform or held by the TRP UK Retirement Plan.  You are required to inform the Code Compliance Section about Reportable Funds and/or Section 529 College Savings Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform or held by the TRP UK Retirement Plan.   Once you have done this, you do not have to report any transactions in those securities.  Your transactions and holdings will be updated and reported automatically to Code Compliance on a periodic basis.  You should report your new account via  myTRPcompliance (located on the Exchange) when you first establish an account in a Reportable Fund or invest in Section 529 College Savings Plan Interests held on a          T. Rowe Price Platform or held by the TRP UK Retirement Plan.

Access Person Reporting of Reportable Funds and Section 529 TRP-advised College Savings Plan Interests NOT held on the T. Rowe Price Platform.  You must notify the Code Compliance Team of any Reportable Fund or Section 529 TRP-advised College Savings Plan interests that you beneficially own or control that are held at any intermediary.  This would include, for example, a Price Fund held in your spouse's retirement plan, even if T. Rowe Price Retirement Plan Services, Inc. acts as the administrator or record-keeper of that plan.  Any transaction in a Reportable Fund or in interests in a Section 529 TRP-advised College Savings Plan must be reported by duplicate transaction confirmations and statements sent directly by the intermediary to the Code Compliance Team or by the Access Person directly using the "Securities Transactions" form (located in myTRPcompliance) within 10 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions.  If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call.  This is required even if you are an Access Person and you received prior transaction clearance for a total cumulative investment.  In addition, you must report any distributions you receive in the form of securities.

Reminder.  If you become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, the transactions in these securities become subject to the transaction reporting requirements.
REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.

Transactions in Publicly Traded Securities.  An independent director of the Price Funds must report transactions in publicly-traded securities where the independent director controls or directs such transactions.  These reporting requirements apply to
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transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member.  An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser.  The independent director should contact the Legal Department to request approval to exempt any such accounts from this reporting requirement.

Transactions in Non-Publicly Traded Securities.  An independent director does not have to report transactions in securities which are not traded on an exchange (i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as a Price Funds independent director, should have known that during the 15-day period immediately before or after the independent director's transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund or Price advisory client.

Methods of Reporting.  An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Team.

Quarterly Reports.  If a Price Fund independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Team no later than thirty days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions.  The Code compliance Team will send to each independent director of the Price Funds who chooses to report transactions on a quarterly basis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.

Duplicate Confirmation Reporting.  An independent director of the Price Funds may also instruct his or her broker to send duplicate transaction confirmations directly to the Code Compliance Team.  An independent director who chooses to have his or her broker send duplicate account information to the Code Compliance Team in lieu of directly reporting broker-executed transactions must nevertheless provide Quarterly Reports for any securities transactions for which a broker confirmation is not generated.

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to      T. Rowe Price are:
·
Exercise of Stock Options of a Corporate Employer;

·
Inheritance of a Security

·
Gift of a Security; and
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·
Transactions in Certain Commodities Futures Contracts (e.g., financial indices).

An independent director of the Price Funds must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation. The Code Compliance Team will send to each independent director of the Price Funds who chooses to report transactions through broker confirmations a reminder letter approximately ten days before the end of each calendar quarter so that transactions not reported by broker confirmations can be reported.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds.  An independent director of the Price Funds shall report to the Code Compliance Team any officership, directorship, general partnership, or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment partnerships, Pools or Funds).  If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer's shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds.  If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team.  For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group.  An independent director of the Price Funds is prohibited from owning the common stock or other securities of Price Group.

Investments in Non-Listed Securities Firms.  An independent director of the Price Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund Boards.
Dealing with Clients.  Aside from market transactions effected through securities exchanges, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase any security from a client.  This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers.

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Prior Transaction Clearance Requirements.  The independent directors of the Price Funds are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds.


REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP OR ITS SUBSIDIARIES.

Reporting of Personal Securities Transactions. An independent director is not required to report his or her personal securities transactions (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers' investment research, recommendations, or transactions.  However, each independent director is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records (e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group.  An independent director  shall report to the Code Compliance Team any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group or any of its subsidiaries.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds).  If an independent director owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer's shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds.  If an independent director owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team.  For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Team unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Non-Listed Securities Firms.  An independent director should be mindful of potential conflicts of interest associated with transactions and/or ownership of a broker/dealer, underwriter or federally registered investment adviser that is not publicly traded.  Directors should consult with the T. Rowe Price Chief Legal Counsel regarding such matters.
MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS.  These rules vary in their applicability depending upon whether you are an Access Person.

The following rules apply to all Access Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:
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Dealing with Clients.  Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security.  Market transactions are not subject to this restriction.  This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs.  These restrictions vary depending upon the person's status, as follows:

Non-Access Persons.  A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel).  Only transactions in Price Group stock are subject to prior transaction clearance.  Club transactions must be reported just as the Non-Access Person's individual trades are reported.

Access Persons.  An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel).  Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person's trades.  If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse's participation in the club and has no investment control or input into decisions regarding the club's securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

Margin Accounts.  While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Limit Orders.  While limit orders are permitted, Access Persons must be careful using "good until cancelled" orders keeping in mind that prior clearance is valid for three business days.  Use of "day" limit orders is encouraged.

Trading Activity.  You are discouraged from engaging in a pattern of securities transactions that either:

·
is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or
·
involves securities positions that are disproportionate to your net assets.

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account or accounts in a month, or if circumstances otherwise warrant this action.
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The following rules apply only to Access Persons other than the independent directors of the Price Funds:

Large Issuer/Volume Transactions.  Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the "Large Issuer/Volume List"), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar-day period in securities of:

·
issuers with market capitalizations of $7.5 billion or more, or

·
U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading days in the U.S.

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction.

These parameters are subject to change by the Ethics Committee.  An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

Small Cap Issuer Transactions.  Although subject to prior transaction clearance, transactions involving securities of certain small cap issuers may not be approved if there was a ratings change or ratings initiation in the previous 14 calendar days.  Small cap issuers are defined as issuers with a market capitalization of $2.0 billion or less.

Transactions Involving Options on Large Issuer/Volume List Securities.  Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the "Options and Futures" discussion that follows.  Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security.  Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

Transactions Involving Exchange-Traded Index Options.  Generally, an Access Person may trade the greater of five contracts or sufficient contracts to control $50,000 in the underlying securities; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying securities.  Similarly, the Access person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying securities.  Options on any of the Exchange-Traded
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Funds identified on page 5-11 do not require prior clearance but must be reported.  These parameters are subject to change by the Ethics Committee.

Please note that an option on a Unit Investment Trust is not an exchange-traded index option and does not fall under this provision.  See the discussion under General Information on Options and Futures below.

Client Limit Orders.  Although subject to prior transaction clearance, an Access Person's proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

·
The Access Person's trade will be entered as a market order; and

·
The client's limit order is 10% or more away from the market price at the time the Access Person requests prior transaction clearance.

Japanese New Issues.  All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan.

General Information on Options and Futures (Other than Exchange-Traded Index Options).  If a transaction in the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance.  However, all options and futures transactions, except the commodity futures transactions described on page 5-, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations).  Transactions in publicly traded options on Price Group stock are not permitted (see page 5-).  Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see "Closing or Exercising Options Positions" below).


Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers.  There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers' clients.

Options on Securities Held by Clients of the Price Advisers.  With respect to options on securities of companies which are held by any of Price Advisers' clients, it is the firm's policy that an Access Person should not profit from a price decline of a security owned by a client (other than a "pure" Index account).  Therefore, an Access Person may:  (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options.  An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on
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the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value.  The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers.  Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers' clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers' clients.  Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the     U. S. Commodity Futures Trading Commission.

Closing or Exercising Option Positions.  If you are the holder of an option and you intend to close (sell) the option or exercise the option, prior transaction clearance is required.  However if you have written (sold) an option and the option is exercised against you, without any action on your part, no prior transaction clearance is required. A client transaction in the underlying security or any restriction associated with the underlying security may prevent any option transaction from being closed or exercised, therefore Access Persons should be cautious when transacting in options.

Short Sales.  Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance.  In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction that security would not require prior clearance.  Short sales of Price Group stock are not permitted.  All short sales are subject to the 60-Day Rule described below.

The 60-Day Rule.  Access Persons are prohibited from profiting from the purchase and sale or sale and purchase (e.g., short sales and certain option transactions) of the same (or equivalent) securities within 60 calendar days.  An "equivalent" security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security.  Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security.  Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee.  This prohibition is not intended to include legitimate hedging transactions.  If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from the Code Compliance Section prior to initiating the transaction.  Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions.  The disgorgement of profit does not take into consideration any tax lot accounting associated with the security.  It is simply the calculated gain as a result of the buy and sale (or sale and purchase) within the 60-day period.
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In addition, the rule applies regardless of the Access Person's other holdings of the same security or whether the Access person has split his or her holdings into tax lots.  For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27.

Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

The 60-Day Rule "clock" restarts each time the Access person trades in that security.

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain.  Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy.  Contact the Legal Compliance Employee Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

The 60-Day Rule does not apply to:

·
any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

·
any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the purchase or sale of the specific ETF securities that are exempted from prior clearance, the exercise of a corporate stock option by an Access Person's spouse, or pro-rata distributions (see pages 5- through 5-);

·
the purchase and sale or sale and purchase of exchange-traded index options;

·
any transaction in Price Group stock effected through the ESPP (note that the 60-Day rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);
·
the exercise of "company-granted" Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

·
any purchase of Price Group stock through an established dividend reinvestment plan.

Prior transaction clearance procedures do not check compliance with the 60-Day Rule when considering a trading request.  Access Persons are responsible for checking their
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compliance with this rule before entering a trade.  If you have any questions about whether this rule will be triggered by a proposed transaction, you should contact the Code Compliance Team or the TRP International Compliance Team before requesting prior transaction clearance for the proposed trade.

Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

Expanded Holding Period Requirement for Employees in Japan.  Securities owned by staff employed by the Tokyo branch of T. Rowe Price International Ltd. may be subject to a longer holding period than 60 days.  If you have any questions about this restriction, you should contact the TRP International Compliance Team.

Investments in Non-Listed Securities Firms.  Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity it traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures (see page 5-).

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP.  If an employee owns more than ½ of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to the Code Compliance Team (via the Code of Ethics mailbox), providing the name of the company and the total number of such company's shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS.  All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices, currency spreads, or other similar financial indices or instruments.  This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone).  This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to the Code Compliance Section even if these transactions are effected with a speculative investment objective.

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS.  Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds, is required by United States securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control ("Initial Holdings Report") (see page 5- for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts.  Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report.  SEC Rules require that each Securities Holding Report contain, at a minimum, the following information:

·
securities title;

·
securities type;
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·
exchange ticker number or CUSIP number, as applicable;

·
number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership;

·
the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person's direct or indirect benefit; and

·
the date the Access Person submits the Securities Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS.  Each Access Person, except an independent director of the Price Funds, is also required to file an Annual Compliance Certification as of December 31 of each year.  This report can be completed by using myTRPcompliance located on the Exchange.  This report is due by no later than January 31.  The Chief Compliance Officer or his or her designee reviews all Annual Compliance Certifications.

ADDITIONAL DISCLOSURE OF OPEN END INVESTMENT COMPANY HOLDINGS
Should circumstances arise whereby the firm requires any person subject to the Code to provide information regarding ownership of, or transactions in, any open end investment company (mutual fund), Code Compliance may request that such person provide transaction confirmations and/or account statements in a timely manner.

CONFIDENTIALITY OF RECORDS.  Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.

SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds.  The Ethics Committee, the Code Compliance Team, and the TRP International Compliance Team are primarily responsible for administering this Statement.  In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person's and entity's compliance with this Statement and to otherwise prevent and detect violations.

Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group.  Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator.  In addition, the violator may be required to forfeit to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement.  All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors
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of any Price Fund with respect to whose securities such violations may have been involved.

Following are sanctions guidelines associated with multiple violations of this Statement.  These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited.  Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctions guidelines.

1st Violation: Notification of violation. Manager provided with summary of violation.

2nd Violation: Notification of fine: VP* and above and all Investment Personnel - $250.  Below VP level - $75.  Manager provided with summary of violation.

3rd Violation:  Notification of fine: VP* and above and all Investment Personnel - $500.  Below VP level - $150.  3-Month trading prohibition (sales only permissible).  Manager, Business Unit Leader and CEO notified.

4th Violation:  Notification of fine: VP* and above and all Investment Personnel - $1,000.  Below VP level - $300.  Minimum 6-Month trading prohibition (sales only permissible).  Manager, Business Unit Leader and CEO notified.

5th Violation:  Chief Compliance Officer/Ethics Committee-imposed sanction.  Manager, Business Unit Leader and CEO notified.

* Vice President of T. Rowe Price Group or any subsidiary
Violations by Independent Directors of Price Funds.  Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves.  The Price Fund Board will impose such sanctions as it deems appropriate.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY WITH RESPECT TO
SYSTEMS SECURITY AND RELATED ISSUES

Purpose of Statement of Policy ("Statement").  The central and critical role of computer systems in our firm's operations underscores the importance of ensuring their confidentiality, availability, and integrity.  Our data is an extremely valuable asset and should be protected by all system users.  Data within the T. Rowe Price Group network should be considered proprietary and confidential and should be protected as such.

Systems activities and information will be referred to collectively in this Statement as the "Systems". The Systems include all hardware, software, operating systems, and wired and wireless network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage. Information also includes any work products that are created while working at or on behalf of T. Rowe Price and are the exclusive property of T. Rowe Price unless otherwise stipulated.

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet; access to and use of commercial and specialized software programs and systems licensed or developed for the firm's use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones and tablets. The use, access, or storage of data on non-T. Rowe Price equipment (including but not limited to personally owned or "home" equipment, hotel or business center-supplied devices, web and/or cloud services, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of systems, as appropriate.

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and Information.

This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors, cloud services, service providers and contractors, with Price Group systems access.

The Statement has been designed to give associates guidelines to:

·
maintain and protect the integrity of customer, corporate, and employee confidential information
·
prevent the unauthorized use of or access to our firm's computer Systems;
·
prevent breaches and the introduction of malicious software; and
·
respond to incidents and alert management in accordance with defined practices.
Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved.  Additionally, actions in violation of this Statement may constitute a crime under applicable laws.
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By using the firm's Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm and do not have any expectation of privacy in connection with the use of the Systems.

SECURITY PRINCIPLES.  T. Rowe Price maintains a security organization, with supporting policies, to provide guidance and direction on appropriate security controls to all associates and users. Key principles for end users or associate behavior include:

·
Security Responsibility. Security is everyone's responsibility at T. Rowe Price.
·
Suspicious Activity. Report all suspicious activity to the Help Desk immediately.
·
Authorized System Users.  Access to systems is restricted to authorized users who need access in order to support their business activities. This includes systems that are External to the T. Rowe Price environment.
·
User-IDs and Passwords.  Every user is assigned a unique User-ID.  Each user-ID has a password that must be kept confidential by the users. Employee IDs and easily deducible information should not be used for passwords. Users will be held accountable for work performed with their User-IDs.
·
Secure Desk / Asset. Sensitive information must be secured and/or locked appropriately when unattended. This includes electronic and physical information.
·
Mobile Assets. All portable computer equipment (e.g., laptops, smart phones, flash drives) containing information that is sensitive must be encrypted and password protected where possible. In the event of loss or theft, contact the Help Desk immediately.
·
Incident Response. T. Rowe Price has the authority, at its own discretion, to disable any ID or activity as needed to respond to a security issue.  Efforts will be made to contact presumed owners of these IDs, but, in the absence of an identifiable owner, IDs may be disabled as part of system or vulnerability management processes.

INTERNET ACCESS AND OTHER ONLINE SERVICES.  Accessing the Internet and accessing T. Rowe Price systems from the Internet presents special security considerations due to the nature of the connection and the security concerns present in Internet services.  When using Internet access or other on-line services, the following policies apply:

·
The use of firm Systems is intended for legitimate business purposes and individuals should limit personal use. You may not use the firm's Systems in any way that might pose a business risk or data privacy risk or in a manner that violates laws.

·
Do not use firm's Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price.

·
T. Rowe Price may block access to internet sites or emails without prior notice based on potential risk to the firm or for other business reasons.

·
You may not access or download anything for installation or storage onto the firm's computers for personal use including, but not limited to, streaming media, videos, music, games, or messaging and mail applications.
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·
T. Rowe Price Systems may not be used to remotely control, maintain, or service unauthorized computers or systems.  T. Rowe Price systems may not be connected to non-T. Rowe Price networks, as this could lead to system attack/compromise and data loss. Wireless routers and/or hotspots may not be connected to the T. Rowe Price network.

·
No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal Department.  Internet domain names are assets of the firm and are purchased and maintained centrally.  This also includes free account registrations such as those on social networking sites and web email.

·
Only approved Systems and solutions may be used to conduct T. Rowe Price business. The independent use of other technologies, including peer-to-peer file sharing networks or software, web file storage, and Instant Messaging, are prohibited as they may not meet regulatory requirements to monitor and archive electronic communications. No personal email accounts may ever be used to send or receive business or client related communications.

·
Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device Policy or as authorized by management. Nonpublic customer information may not be stored on personal mobile devices. If personal devices are used to conduct business activities, personal devices and/or content could be requested as part of an investigation or subpoena. See the Statement of Policy on Privacy on page 8- for additional guidance.

·
The Technology and Recovery Centers are considered sensitive locations and their location should not be publically disclosed. If asked for their location by clients or others, please direct the inquiry to your manager or the Help Desk for evaluation.

Guidelines for Installing Software.  Only approved software is authorized to be installed on Price Group systems.  Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk.  T. Rowe Price has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group or may pose a security risk.

Downloading or Copying.  Downloading or copying software using T. Rowe Price Systems, including documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems. Downloading or uploading copyrighted materials may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm.

PROTECTION FROM MALICOUS CODE.  "Malicious code" is computer code that is designed to damage or access software or data on a computer system.  T. Rowe Price manages a comprehensive malicious code prevention and control program to protect Systems and data.  Introducing a virus or similar malicious code into the Price Group Systems by engaging in
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prohibited actions or by failing to implement recommended precautions may lead to disciplinary actions.  Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited. Users must comply with the following security practices:

·
Contact the Help Desk.  Immediately contact the Help Desk for anything that appears suspicious or is identified as malicious.  The Help Desk will determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.

·
Be Careful when Opening Emails.  Carefully review emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses.  Report suspicious emails as soon as feasible.

·
Approved Devices. Only connect devices issued or approved by T. Rowe Price into Systems to reduce the risk of malware infections. This includes, but is not limited to, thumb drives, mobile devices such as smart phones or tablets, and gadgets/novelties powered by USB ports.

·
Maintain Security Settings.  Users should not disable virus scanning features, password settings, or other security features for any reason.  Failure to maintain updated scanning files is also prohibited.

·
Keep T. Rowe Price Mobile Assets Updated.  Users who receive a Price Group technology asset must install updates as instructed by the Help Desk and/or connect the asset to the Price Group network on a regular basis to receive software, application, and operating system security updates.

·
Keep Personal Computer Assets Updated.  Users must maintain anti-virus software, application, and operating system security updates on all non-T. Rowe Price or personally owned assets that are used to access the T. Rowe Price network.  Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.

·
Report Unauthorized Network Connections.  Report any attempts to create an unauthorized or foreign connection to the network to the Help Desk.

CONFIDENTIALITY OF SYSTEM ACTIVITIES AND INFORMATION.  System activities and access on Price Group computers is subject to monitoring by firm personnel or others.  All such information are records of the firm and the sole property of the firm.  The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.

Certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers, Investor Centers and Corporate Actions department).  These recordings are made for quality purposes and to maintain records of certain instructions as well as for other business reasons.  Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring.
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Information, including electronic communications, entered into our firm's computers but later deleted from the Systems may continue to be maintained permanently on our firm's back-up tapes or in records retained for regulatory or other purposes.

PARTICIPATION ON SOCIAL MEDIA SITES.  Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media.

QUESTIONS REGARDING THIS STATEMENT.  Please contact the Help Desk or Legal Department if you have any questions regarding this Statement.




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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
COMPLIANCE WITH ANTITRUST LAWS

Purpose of Statement of Policy.  To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws ("Statement") to:
·
Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group's business; and

·
Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

The Basic United States Anticompetitive Activity Prohibition.  Section 1 of the United States Sherman Antitrust Act (the "Act") prohibits agreements, understandings, or joint actions between companies that constitute a "restraint of trade", i.e., that reduce or eliminate competition.

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act.  To constitute an illegal agreement, however, an understanding does not need to be formal or written.  Comments made in conversations, casual comments at meetings, or even as little as "a knowing wink," as one case says, may be sufficient to establish an illegal agreement under the Act.

The agreed-upon action must be anticompetitive.  Some actions are "per se" anticompetitive, while others are judged according to a "rule of reason."

·
Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component.  Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

·
Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects.  Under certain circumstances, permissible agreements among competitors may include a buyers' cooperative, or a syndicate of buyers for an initial public offering of securities.  The rule of reason analysis requires a detailed inquiry into market power and market conditions.

There is also an exception for joint activity designed to influence government action.  Such activity is protected by the First Amendment to the U.S. Constitution.  For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.


Penalties for Violating the Sherman Act.  A charge that the Act has been violated can be
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brought as a civil or a criminal action.  Civil damages can include treble damages, plus attorney's fees.  Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations.

Situations in Which Antitrust Issues May Arise.  To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds and investment and retirement services, must be made with the prohibitions of the Act in mind.  In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.

Trade Association Meetings and Activities.  A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems.  Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators.  Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

Permissible Activities:
·
Discussion of how to make the industry more competitive.

·
An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

·
Collective action to petition government entities.

Activities to Avoid:
·
Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales.  Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

·
Discussion of specific customers, markets, or territories.

·
Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a "boycott").

Investment-Related Discussions

Permissible Activities.  Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer's stock, or negotiations among creditors of an insolvent or bankrupt company.
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Competing investment managers are permitted to serve on creditors' committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

Activities to Avoid.  It is important to avoid anything that suggests involvement with any other firm in any threats to "boycott" or "blackball" new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action.  Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

Example:  After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders' rights, several investment management complexes organized to protest the state's action.  In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings.  Such a boycott would be a violation of the Act.  The investment management firms' action led to an 18-month United States Department of Justice investigation.  Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion.  As soon as possible thereafter, notify the Legal Department, which will take whatever further steps are necessary.

Benchmarking.  Benchmarking is the process of measuring and comparing an organization's processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

·
Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

·
The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

·
All proposed benchmarking agreements must be reviewed by the Legal Department before the firm agrees to participate in such a survey.

Discussions With Companies
It is acceptable for Price Group personnel to have individual discussions with executives of  companies whether or not Price Group advisers have invested in those companies on behalf of investment advisory clients.  However, caution should be exercised when having discussions with multiple companies that are in
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the same industry.  It could create legal issues if an individual or entity that speaks with competing companies passes confidential or sensitive business information between or among those companies.  Such indirect exchanges of information could be evidence of collusion among the competing firms and the individual or entity passing the information could be the subject of litigation alleging industry collusion.  If you have questions about the acceptable scope of discussions with companies, contact the Legal Department.
Antitrust Restrictions Related to Acquisitions, Mergers and Other Transactions
Basic Restrictions.  The Clayton Act bars any corporate transaction that is likely to substantially lessen competition in a particular market.  This law applies not just to mergers, but to any acquisition of stock or assets, regardless of whether it transfers ownership or control.  Generally acquisitions by Price Group and similar entities do not raise issues under the Clayton Act. However, acquisitions of shares in competing companies by active investors who may seek to alter the competitive behavior of the companies they hold can be subject to challenge under the Clayton Act.
Reporting Requirements.  Acquisitions of any significant size may be reportable to government antitrust authorities.  In general, acquisitions by Price Group advisers on behalf of investment advisory clients are exempt from such requirements so long as the acquisitions are made solely for investment purposes.  However, if any Price Group entity or employee seeks to influence the regular business decisions of a company in which Price Group advisers have holdings, the exemption from reporting may not apply.  Contact the Legal Department if you have any questions.
International Requirements.  The United Kingdom and the European Union ("E.U.") have requirements based on principles similar to those of United States law.  In many cases, the laws of the E.U. are stricter than the laws of the United States.  If you have specific questions about United Kingdom or E.U. requirements, contact the Legal Department.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY ON PRIVACY

Purpose of Statement of Policy.  This Statement of Policy on Privacy ("Privacy Statement") applies to T. Rowe Price Group, Inc. and its subsidiaries and affiliates (collectively "T. Rowe Price" or "TRP"), including its international operations.  It is T. Rowe Price's policy to:

·
Treat our customers' personal and financial information ("Nonpublic Customer Information") as confidential;

·
Protect Nonpublic Customer Information;

·
Not share this information with third parties unless in connection with processing customer transactions, servicing accounts, or as otherwise permitted by law; and

·
Comply with applicable federal, state, and international privacy laws and regulations.

In the United States, the primary federal law governing customer privacy is Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. ("Privacy Act").  The Securities and Exchange Commission ("SEC"), federal banking regulators, and others have issued regulations under the Privacy Act (e.g., the SEC's Regulation S-P).  For purposes of this Privacy Statement and unless otherwise specified, the term "customer" generally refers to individuals or entities who are current or former customers of TRP, both directly and indirectly such as those who have accounts or services established through the retail, retirement plan, separate account/institutional, broker/dealer, or Investment Counsel Group areas.

While the Privacy Act and related regulations in the privacy area apply generally only to direct customer relationships with individuals (i.e., natural person customers) as opposed to direct customer relationships with entities or indirect relationships such as with retirement plan participants, TRP also protects and safeguards such relationships in a substantially similar manner.  In the institutional arena, the contracts TRP has entered into with customers frequently contain provisions relating to the duty to keep customer information confidential and/or limiting the use of customer information.  Also, the personal and financial information of employees retained on a full-time or part-time basis, and of independent contractors and temporary workers are protected and safeguarded in a substantially similar manner.  Accordingly, references to "customer(s)" in the Privacy Statement should be understood to include such relationships, institutional customers, and other persons unless otherwise specified.

Nonpublic Customer Information comprises virtually all the information that a customer supplies to TRP and the information that TRP otherwise obtains or generates in connection with providing financial products or services to that customer.  Accordingly, Nonpublic Customer Information would include personally-identifiable account balance, holdings and transactional history, as well as the existence of the customer relationship itself (e.g., customer lists)

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and the contents of an account application (e.g., a person's name in combination with taxpayer identification number or beneficiary information).1

The privacy policy for the firm's international business is posted on the TRP Institutional website.  Internationally based subsidiaries and affiliates must comply with the U.K. Data Protection Act as it applies to their activities.  The U.K. Data Protection Act and other international privacy regulation are beyond the scope of this Privacy Statement and for business conducted internationally, Associates should be aware of the applicable privacy regulations in the foreign jurisdiction where the business is conducted.  If you have any questions in this area, please contact the TRP International Compliance Team.

INITIAL PRIVACY NOTICES

Certain regulated T. Rowe Price companies offer financial products and services directly to individuals and, consequently, are required to develop and deliver a privacy notice under the Privacy Act and related regulations.

As a means of complying with these requirements, the firm has adopted a written "Privacy Policy," which is provided to such customers as required.  The Privacy Policy is included with or accompanies applicable account application or other material delivered to prospective customers.  A copy of the Privacy Policy is located on TRP's Internet site under the link to "Privacy Policy."  The contents of the Privacy Policy are contained under the sub-heading of "General Privacy Policy," and it is followed by information concerning additional online privacy practices.  Questions from customers concerning the Privacy Policy should be referred to the Legal Department.

The Legal Department is responsible for identifying any amendments that are required to be made to the Privacy Policy and must approve any proposed amendments.  Generally, Retail Operations is responsible for the distribution of the Privacy Policy to prospective customers.  Other business units (e.g., Investment Counsel Group) not covered by Retail Operations will be notified by the Legal Department of any obligations to deliver the Privacy Policy to their respective customers.

EDUCATION ABOUT PRIVACY AND ASSOCIATE RESPONSIBILITY

Every associate should be aware of this Privacy Statement and any privacy policies and procedures applicable to their business unit (collectively "Privacy Policies"), and every associate bears responsibility to protect Nonpublic Customer Information.

Managers and supervisors shall ensure that the Privacy Policies are reviewed with all new associates at T. Rowe Price.  Particular attention should be given to any temporary or part-time workers and consultants to ensure that they are educated to the critical importance of protecting confidential information.  Additionally, if such temporary worker is being retained independent of the on-site temporary agencies utilized by Human Resources, the supervisor must contact the



1 Nonpublic customer Information refers generally to information that can be linked to a specific customer or individual as opposed to data that is not specifically linked.  For example, a listing of trades done for a particular customer or group of customers, without any indication of the customer(s) at issue, is generally not considered to be "Nonpublic Customer Information" in and of itself because it is not linked to an identified customer.  Nevertheless, even for aggregate data, there may be corporate business reasons for safeguarding such information.
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Legal Department to verify that there are adequate contractual safeguards relative to privacy and confidentiality.  Managers and supervisors also shall ensure that revisions to Privacy Policies are communicated to applicable associates as an integral part of the continuing education of such associates.

Violations of Privacy Policies may constitute grounds for disciplinary action, including fines and dismissal from employment.

METHODS BY WHICH T. ROWE PRICE PRESERVES CONFIDENTIALITY

Each Business Unit Head has responsibility with respect to his or her business unit to establish procedures whereby the confidentiality of Nonpublic Customer Information is preserved.  Such procedures should address access to and safeguards for Nonpublic Customer Information based upon the business unit's operations, access to, and handling of such information as it exists in both hardcopy and electronic formats.  The procedures should address safeguards relating to administrative, technical, and physical access to and distribution of Nonpublic Customer Information.

Access to Information

Managers and supervisors are responsible for limiting access to Nonpublic Customer Information to those Associates who require access to such information to support their respective job functions.  Situations where excessive or inappropriate access to or exposure of Nonpublic Customer Information are identified require prompt remediation.

Computer Access

Business unit managers and supervisors are responsible for making judgments and decisions with regard to the use of Nonpublic Customer Information, including decisions as to who shall have computer access to such information.

In general, managers and supervisors are responsible for determining those associates that require access to systems that contain Nonpublic Customer Information in support of job functions.  System access, or changes to such access, shall be submitted in the format directed by Enterprise Security and authorized by the appropriate business unit manager or supervisor.  Managers and supervisors also are responsible for timely notification to Enterprise Security when an employee or consultant has left the firm or changed roles so that access may be terminated or modified.  This is especially important for temporary employees who are contracted independent of Human Resources and/or one of the on-site temporary agencies.

New Business and Systems Development

All new business and systems application development that relates to or affects Nonpublic Customer Information is to be developed and reviewed with consideration to the firm's Privacy Statement.  Individuals at T. Rowe Price working on systems and processes dealing with Nonpublic Customer Information are responsible for evaluating the potential risks to the confidentiality of Nonpublic Customer Information and
8-




implementing safeguards that are designed to provide reasonable protection of the privacy of such information consistent with the risks identified.

Safeguarding Nonpublic Customer Information

To safeguard the interests of our customers and to respect the confidentiality of Nonpublic Customer Information, all individuals at T. Rowe Price are responsible for taking the following precautions:

·
Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms, or social gatherings;

·
To the extent practical, access to particularly sensitive areas of the firm where Nonpublic Customer Information could be observed or overheard readily shall be provided only to Associates with a business need for being in the area;

·
Avoid using speaker phones in areas where or at times when unauthorized persons may overhear conversations;

·
Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects, or use aggregate data that is not personally identifiable to any customer;

·
Exercise care to avoid placing documents with Nonpublic Customer Information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use (particular attention should be directed to securing the information outside of normal business hours to prevent possible misappropriation of the information);

·
Destroy copies of confidential documents no longer needed by using the secure recycling bins;

·
Lock the computer at your work-station when not in use; and

·
Sample calls or screens must be edited in advance to delete any confidential information when a prospect or consultant wishes to listen in on calls to gauge our level of service.  Sample data cannot be linked to a specifically identified customer.

From time to time, associates at T. Rowe Price may bring Nonpublic Customer Information outside of firm facilities as needed during business trips, meetings, or for work at home (whether in hard-copy or electronically).  Associates are responsible for taking care to safeguard such materials and may not leave them unattended or otherwise in an unsecured situation.  Encryption is required for storage of certain types of information on portable devices, such as laptops and "thumb" drives.  See the "Encryption" section below for further details.

Encryption

TRP has implemented encryption of sensitive data at points which carry the highest risk.  This includes various transmission methods as well as full disk encryption for laptops issued by TRP.  TRP periodically evaluates additional encryption technologies for storage solutions which will meet its security, availability, and performance needs.
8-




While it remains critical to safeguard all types of personal and financial information, over the past several years many states have passed laws and regulations that focus particularly on data that can easily be stolen and exploited to engage in identity theft against an individual (i.e., a natural person as opposed to an entity).  As relevant to the firm's business, such data that consists of an individual's first name or initial and last name in combination with one or more of the following:  (i) Social Security or taxpayer identification number; (ii) driver's license or other state-issued identification number; or (iii) financial account number, such as an individual's T. Rowe Price account number or a checking account or credit card number (collectively, "Identity Information").  As a financial services firm and employer, TRP has Identity Information concerning a variety of individuals, including retail customers and retirement plan participants, employees, independent contractors, and temporary workers.

In order to align our policies with state laws, we restrict certain electronic transmissions and storage of Identity Information, unless it is encrypted.

·
Associates may not send an email or attachment outside of T. Rowe Price that contains Identity Information of another person unless the email/attachment is encrypted.  Emails that travel through the Internet (which is the case with emails sent outside TRP) are not encrypted.  Also, password protection alone of attachments is not sufficient.  However, there are several types of email channels that are secure and can be used:

§
Internal emails (these go through TRP's internal network);
§
Messages that are sent and received as part of a secure online account access session (e.g., email sent to a customer's Message Center viewable during on-line access); and
§
Emails sent to a party that has enabled a domain encrypted email service with T. Rowe Price.

·
Associates may not store Identity Information of another person on an unencrypted laptop, CD, "thumb" drive, or other portable device.  Password protection alone is not sufficient.  Laptops issued by T. Rowe Price are encrypted.

Associates should contact the Help Desk if assistance is needed with coordinating an email encryption process with a business partner, to arrange for a CD to be encrypted, to obtain encrypted thumb drives, or with other questions about these encryption requirements.  Exceptions may be made only after consultation with the Legal Department.

Record Retention

TRP is required to produce, maintain and retain various records, documents, and other written (including electronic) communications pursuant to various federal and state laws and regulations, and all associates at T. Rowe Price are responsible for adhering to the firm's record maintenance and retention policies.
8-




Destruction of Records

All associates at T. Rowe Price must use care in disposing of any Nonpublic Customer Information.  Confidential paper records should be discarded using secure recycling bins.  General Services should be contacted for instructions regarding proper disposal when a significant quantity of material is involved.

T. Rowe Price has set up procedures so that electronic data stored on physical equipment issued by the firm, such as computer hard drives, mobile devices, are destroyed based upon internal protocols.  For example, computer hard drives are erased according to federally suggested guidelines prior to redeployment or conveyance to a third party.  Non-functional hard drives are physically destroyed, rendering them useless.  Tapes failing media validation routines are physically destroyed by a specialist third party organization that provides certification of destruction back to T. Rowe Price.  Tapes that will be re-used are wiped of all data prior to re-use.

Data files stored on file servers are subject to standardized back-up and recovery cycles.  Retention of individual files is determined by the owner of the data and also can vary depending upon the nature of the data and its regulatory requirements.  For example, certain categories of emails are subject to specific regulation regarding retention and destruction and protocols designed to adhere to these standards have been implemented firm-wide.

DEALINGS WITH THIRD PARTIES

Generally, T. Rowe Price will not disclose Nonpublic Customer Information to unaffiliated third parties unless in connection with processing a transaction, servicing an account, or as otherwise permitted by law.  TRP also is permitted to provide information to others as the customer has specifically directed, such as to the customer's accountants or consultants.  Associates will consult with managers or supervisors for any proposed disclosure which does not fall into one of the above categories.  Questions will be elevated to the Legal Department as needed.  Associates will not divulge any Nonpublic Customer Information or the existence of customer relationships to anyone outside of the firm, including disclosing to families or friends, except as noted above to process a transaction, service an account, or as otherwise permitted by law.  For example, associates shall not supply a third party with anything showing actual customer information for the purpose of providing a "sample" (e.g., for software testing or problem resolution) without explicit approval from the Legal Department.

At times, in an effort to obtain confidential information, third parties will assert that they are entitled to certain information pursuant to a subpoena or some other legal process or authority.  Because there can be various issues that may affect the validity of such demands, no records or information concerning customers shall be disclosed unless specifically directed by the Legal Department.  Any such demands for information should be promptly referred to the Legal Department.

RETENTION OF THIRD PARTY ORGANIZATIONS BY TRP

T. Rowe Price may on occasion use third party organizations ("Third Parties") to provide support services to the firm (e.g., consultants, systems vendors).  Whenever T. Rowe Price hires Third Parties to provide support services, Nonpublic Customer Information may be provided to
8-




the third parties only for the purposes for which they are retained.  Therefore, it is important that in retaining such third parties, T. Rowe Price has contractual representations from each Third Party that preserves the confidentiality of Nonpublic Customer Information and, where deemed appropriate, enables T. Rowe Price to verify compliance with contractual representations.  Accordingly, no Third Parties shall be retained to deal with or have access to Nonpublic Customer Information unless the Legal Department has determined that there are adequate contractual provisions in place.  All non-standard contracts relating to supplying or using Nonpublic Customer Information should be submitted to the Legal Department for review; a standard Nondisclosure Agreement is available from the Legal Department.

T. Rowe Price also utilizes a risk based process with many of its Third Parties to understand a Third party's practices to help ensure that appropriate safeguards are in place (e.g., review of Third Party with access to significant volumes of Nonpublic Customer Information).  The review of a Third Party is spearheaded by the appropriate vendor relationship manager and includes obtaining an understanding of the Third Party's control environment in protecting confidential information, following up with the Third Party to address noted concerns (if any), and ensuring that appropriate contractual standards are in place.

POTENTIAL RELEASE OF NONPUBLIC CUSTOMER INFORMATION

When there has or may have been a release of Nonpublic Customer Information to anyone not authorized to receive such information or when Nonpublic Customer Information is missing, it is important that the incidents be reported and investigated promptly.  T. Rowe Price has implemented a centralized reporting and escalation process (e.g., reporting to supervisor and specified Help Desk area).  This process is designed to investigate reported incidents efficiently, recommend improvements to reduce future errors, and to communicate with customers where appropriate under the firm's business practices or where required by law.  In addition to utilizing the centralized reporting process, to the extent that an associate's business unit has adopted additional procedures, such as reporting to specified persons in the business unit, the associate shall follow the business unit's procedures as well.


8-




CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

INDEX


Access Persons
5-3
Activities, Political
2-13
Adviser Act Requirements for Supervised Persons
1-3
Advisory Board Membership for Profitmaking Enterprise
2-5
Allocation Policy
2-1
Annual Compliance Certification
2-1
Annual Disclosure by Access Persons
5-30
Anti-Bribery Laws and Prohibitions Against Illegal Payments
2-1
Anti-Money Laundering
2-2
Antitrust
2-2,7-1
Appropriate Conduct
2-2
Assets, Protection of Corporate
2-15
Beneficial Ownership, Definition of
5-5
Charitable Contributions
2-2
Chief Compliance Officer
Appendix A
Circulation of Rumors
2-17
Client Limit Orders
5-26
Client/Vendor Company Stock, Investment in
2-6
Clients, Shareholders and Brokerage Customers
2-8
Clients' Accounts and Company Records
2-9
Code Compliance Section
1-1
Code of Ethics and Conduct, Compliance with
1-4
Code of Ethics and Conduct, Persons and Entities Subject to
1-2
Code of Ethics and Conduct, Purpose of
1-1
Code of Ethics and Conduct, Questions Regarding
1-5
Commodity Futures Contracts
5-10
Compliance Procedures, Funds and Federal Advisers
1-4
Conduct, Standards of, Price Group and its Personnel
2-1
Confidentiality/Privacy
2-7,8-1
Conflicts of Interest
2-4
Contracts for Difference
5-26
Contributions, Political
2-13
Corporate Assets, Protection of
2-15
Crowdfunding
5-15
Currency Trading
5-10
Destruction of Records
2-15
Donor-Advised Funds, Transactions in
5-10
Drug Policy
2-10
Employee Likenesses, and Information, Use of
2-11
Employment of Former Government Employees
2-11
Encryption
8-4
Equal Opportunity
2-10
Excessive Trading, Mutual Funds Shares
5-2
Exchange-Traded Funds ("ETFs")
5-11
8-




Exchange-Traded Index Options
5-26
Executor, Service as
2-17
Expense Payments and Reimbursements
2-9
Fees, Referral
2-16
Fiduciary, Price Advisers' Status as a
1-2,5-1
Financial Reporting
2-10
Financial Service Firms, Relationships with
2-6
Front Running
5-1
Gambling Related to Securities Markets
5-29
General Policy Statement
1-1
Gifts and Entertainment
2-10,3-1
Global Investment Performance Standards ("GIPS")
2-12
Government Employees, Employment of Former
2-11
Harassment and Discrimination, Policy Against
2-11
Health Insurance Portability and Accountability Act of 1996 ("HIPAA")
2-9
Illegal Payments
2-1
Independent Directors of Price Funds, Reporting
5-21
Independent Directors of Price Group, Reporting
5-23
Information Barrier
4-9
Information, Release to the Press
2-16
Initial Public Offerings
5-14
Inside Information
2-11,4-1
Insider Trading and Securities Fraud Enforcement Act
4-1,5-1
Interest, Conflicts of
2-4
Internal Operating Procedures and Planning
2-7
Investment Advice
2-8
Investment Clubs
2-12,5-24
Investment Personnel
5-4
Investment Research
2-9
Large Issuer/Volume Transactions
5-25
Litigation, Past and Current
2-12
Lobbying
2-14
Margin Accounts
5-24
Market Timing, Mutual Fund Shares
5-2
Marketing and Sales Activities
2-12
Mutual Fund Shares, Excessive Trading of
5-2
myTRPcompliance
5-16
NASDAQ Requirements
1-4
Non-Access Persons
5-4
Nonprofitmaking Organizations, Service with
2-5
Options and Futures
5-26
Outside Business Activities
2-12
Payments, Illegal
2-1
Personal Representative, Service as
2-17
Personal Securities Holdings, Disclosure of by Access Persons
5-30
Political Action Committee ("PAC")
2-13
Political Activities and Contributions
2-13
Press, Release of Information to the
2-16
Price Funds Held on Price Platforms or Through TRP Brokerage
5-13
Price Group Stock, Transactions in
5-6
Price Group, Standards of Conduct
2-1
Prior Transaction Clearance Denials, Requests for Reconsideration
5-17
Prior Transaction Clearance of Securities Transactions (other than Price Group stock)
5-13
8-




Privacy Policies and Procedures
8-1
Private Placement, Investment In
5-15
Professional Designations
2-15
Profitmaking Enterprises, Relationships with
2-4
Program for Charitable Giving, Transactions in
5-10,5-7
Protection of Corporate Assets
2-15
Publications
2-17
Quality of Services
2-15
Questions Regarding the Code
1-5
Rating Changes on Security
5-17,5-25
Record Destruction
2-15
Record Retention
2-15
Referral Fees
2-16
Regulation FD
4-7
Release of Information to the Press
2-16
Reportable Funds
5-12
Reporting by Independent Directors of Price Group
5-23
Reporting by Independent Directors of the Price Funds
5-21
Reporting Violations
2-16
Reporting, Financial
2-10
Reporting, Price Group Stock Transactions
5-6
Reporting, Securities Transactions (other than Price Group stock) (not Independent Directors)
5-9
Restricted List
4-9
Retention of Code
1-1
Retention, Record
2-15,8-5
Rule 10b5-1
4-6
Rule 10b5-2
4-4
Sales and Marketing Activities
2-12
Sanctions
1-1,1-2,5-30,4-2
Sarbanes-Oxley Attorney Reporting Requirements
2-17
Sarbanes-Oxley Codes
1-4
Sarbanes-Oxley Whistleblower Procedures
2-17
Section 529 College Savings Plans, Reporting
5-13,5-20
Securities Accounts, Notifications of
5-18
Securities Transactions, Reporting of (other than Price Group stock) (not Independent Directors)
5-9
Services, Quality of
2-15
Short Sales
5-27
Sixty (60) Day Rule
5-27
Social Media
2-18
Speaking Engagements
2-17
Standards of Conduct of Price Group and its Personnel
2-1
Statement, General Policy
1-1
Supervised Persons, Adviser Act Requirements for
1-3
Supervised Persons, Definition of
1-2
Supervision of Requests Regarding Charitable Contributions
2-2
Systems Security
2-4,6-1
Temporary Workers, Application of Code to
1-2,5-3
Termination of Association, Understanding as to Accounts and Records
2-9
Trading Activity, Generally
5-25
Trading Activity, Mutual Fund Shares
5-2
8-




Trustee, Service as
2-17
Use of Employees' Likenesses and Information
2-11
Vendors, Relationships with Potential
2-6
Violations, Responsibility to Report
2-16
Waiver for Executive Officer, Reporting of
1-4
Watch List
4-9
Whistleblower Procedures, Sarbanes-Oxley
2-17



8-


EX-99.R 13 rorgchart.htm COMPANY ORGANIZATIONAL CHART
ALLIANZ SE AFFILIATED COMPANIES AS OF 11-01-2016
*
As of 11/1/2016
Allianz SE
Allianz Europe B.V.
Netherlands
Allianz Foundation
of North America
California
Allianz Asset Management
of America LLC

Delaware
Allianz Mexico, S.A.
Compania De Seguros
Mexico
Allianz Life Insurance
Company of North America
Minnesota
PFP Holdings, Inc.
Delaware
AZOA Services
Corporation
New York
Allianz Global Risks US
Insurance Company
Illinois
San Francisco
Reinsurance Company
California
0. 1% Managing
Member
99.8%
99.999%
Allianz Real Estate of
America LLC
Delaware
AMOS of America, Inc.
Delaware
Allianz of America, Inc
Delaware
Allianz Finance
Corporation
Delaware
.001%
Allianz Finanzbeteiligungs GmbH
Allianz Asset Management AG
Allianz Asset Management of
America Holdings Inc.
74.47%
25.53%
** Various Non-US Intermediaries are not shown
Note: Subsidiary relationships are 100% owned except where indicated
Allianz Capital Partners of
America, Inc.
Delaware
Fireman’s Fund
Insurance Company
California
Page 4
Page 3
Page 2
Allianz Renewable Energy Partners of America LLC
Delaware
66.7%
33.3%
AMOS International B.V.**
Netherlands
95%
5%
P & C Insurance Company
Life Insurance Company
Pages 5 and 6
0.1%
Organization Chart

*
As of 11/1/2016
Fireman’s Fund
Insurance Company

California
Fireman’s Fund
Financial
Services, LLC
Delaware
Chicago
Insurance
Company
Illinois
Interstate Fire &
Casualty
Company
Illinois
Standard General
Agency, Inc.
Texas
Fireman’s Fund
Insurance
Company of
Ohio Ohio
National Surety
Corporation
Illinois
International Film
Guarantors, LLC
California
International Film
Guarantors LTD
UK
Associated
Indemnity
Corporation
California
Fireman’s Fund
Insurance
Company
of Hawaii, Inc.
Hawaii
Fireman’s Fund
Indemnity
Corporation
New Jersey
The American
Insurance
Company
Ohio
Par Holdings
LTD
Bermuda
21.9%
American
Automobile
Insurance
Company
Missouri
P & C Insurance Company
Note: Subsidiary relationships are 100% owned except where indicated
Organization Chart

3
As of 11/1/2016
AZL PF
Investments, Inc.
(Minnesota)
Allianz Life
Financial Services, LLC
(Minnesota)
Allianz Investment
Management, LLC
(Minnesota)
Yorktown Financial
Companies, Inc.
(Indiana)
Questar Capital
Corporation
(Minnesota)
Questar Asset
Management Inc.
(Minnesota)
Questar
Agency, Inc.
(Minnesota)
The Annuity Store
Fin. & Ins.
Services, LLC

(California)
Allianz Individual
Insurance Group, LLC
(Minnesota)
American
Financial
Marketing, LLC
(Minnesota)
Ann Arbor
Annuity
Exchange, LLC
(Michigan)
GamePlan
Financial
Marketing, LLC
(Georgia)
Personalized
Brokerage
Services, LLC
(Kansas)
3 Mentors, Inc.
(Ohio)
Dresdner Kleinwort
Pfandbriefe
Investments II, Inc.
(Delaware)
Allianz Fund
Investments, Inc.
(Delaware)
Inforce
Solutions, LLC
(Georgia)
Allianz Life and Annuity
Company
(Minnesota)
Allianz Life Insurance
Company of New York
(New York)
Allianz Life Insurance
Company Of Missouri
(Missouri)
Allianz Annuity Company
of Missouri
(Missouri)
Allianz Life Insurance Company
of North America

(Minnesota)
Life Insurance Company
Note: Subsidiary relationships are 100% owned except where indicated
Organization Chart

Allianz Underwriters
Insurance Company
Illinois
1739908 Ontario, Inc.
Canada
AIM Underwriting Ltd.
Canada
Allianz Risk
Consulting, LLC
California
Allianz Aviation
Managers, LLC
New York
Allianz Global Risks US
Insurance Company
Illinois
Wm. H. McGee
& Co. Inc.
New York
Wm.H. McGee
& Company of
Puerto Rico,
Inc.
Puerto Rico
Allianz Global Corporate
& Specialty of Bermuda
Limited
Bermuda
AGCS Marine
Insurance Company
Illinois
Wm.H. McGee
& Company
(Bermuda) LTD.
Bermuda
*
As of 11/1/2016
P & C Insurance Company
Note: Subsidiary relationships are 100% owned except where indicated
Organization Chart

*
As of 11/1/2016
AGA International SA
Paris, France
Allianz Worldwide Partners
S.A.S.
***
Paris, France
Euler Hermes S.A.
Paris, France
Allianz France S.A.
Paris, France
Allianz Holding France S.A.
Paris, France
Allianz Europe Ltd.
Amsterdam, Netherlands
A.C.I.F. Allianz Compagnia Italia
Finanziamenti S.p.A.
Milan, Italy
** Various Non-US Intermediaries are not shown
***f/k/a Allianz Global Assistance S.A.S.
Allianz Europe B.V.
Amsterdam, Netherlands
AGA Service Company
Virginia
Jefferson Insurance Company
New York
AGA Inc.
District of Columbia
Euler Hermes
Services North America, LLC
Owings Mills, Maryland, United States
Euler Hermes Collections North
America Company
Owings Mills, Maryland, United States
Euler Hermes North America
Insurance Company
Owings Mills, Maryland, United States
Euler Hermes North America
Holding, Inc.
Owings Mills, Maryland, United States
Allianz SE
Munich, Germany
**
Fusion Company
Delaware
AZ-Arges
Vermogensverwaltungsgesellschaft
MBH
Munich, Germany
50%
50%
Allianz Global Corporate &
Specialty AG
Munich, Germany
Allianz Risk Transfer AG
Zurich, Switzerland
Allianz Risk Transfer, Inc.
New York, NY
Page 7
Note: Subsidiary relationships are 100% owned except where indicated
P & C Insurance Company
Organization Chart

*
As of 11/1/2016
Allianz SE
Munich, Germany
Allianz Worldwide Partners S.A.S.
Paris, France (Branch Office: Germany)
AGA International SA
Paris, France
AGA Inc.
District of Columbia, USA
Jefferson Insurance Company
New York, USA
AGA Service Company
Virginia, USA
AZGA Service Canada
Canada
AZGA Insurance Agency
Canada
Fusion Company
Delaware, USA
100%
* Allianz Worldwide Partners participations ~ 100%
_ Insurance Company
_ Status broker or intermediary
_ Services company
Note: Various Non-US Intermediaries are not shown
Note: Subsidiary relationships are 100% owned except where indicated
*
*
*
50%
Organization Chart

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