Exact Name of Registrant as Specified in Charter:
Allianz Variable Insurance Products Trust
|
Area Code and Telephone Number:
763-765-6500
|
Address of Principal Executive Offices: (Number, Street, City, State, Zip Code)
5701 Golden Hills Drive, Minneapolis, MN 55416-1297
|
|
Name and Address of Agent for Service:
Erik T. Nelson
5701 Golden Hills Drive
Minneapolis, MN 55416-1297
With a copy to:
Michael J. Radmer, Esq.
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, MN 55402
|
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective
date of the Registration Statement.
|
(Number and Street) (City) (State) (Zip Code)
|
Title of Securities Being Registered
|
Amount Being Registered
|
Proposed Maximum Offering Price per Unit
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Shares of Beneficial Interest
|
No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940
|
Exhibit
Number
|
Description of Exhibit
|
|||||
(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.
|
|||||
(2)
|
By-laws, of the
Allianz Variable Insurance Products Trust, dated July 13, 1999 as amended May 1, 2006, filed on February 5, 2014 as Exhibit (b)(2) to Registrant’s Post-Effective Amendment No. 41, is incorporated by reference.
|
|||||
(3)
|
Not Applicable
|
|||||
(4)
|
Form of Agreement and Plan of Reorganization, filed on June 19, 2020 as Exhibit 4 to Registrant's Initial Registration Statement on Form N-14 (File Nos. 333-239299 and 811-9491) is incorporated by reference.
|
|||||
(5)
|
See (1) and (2) above.
|
|||||
(6)(a)
|
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.
|
(6)(a)(i)
|
Revised Schedule A, dated October 1, 2019, to the Investment
Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed on April 27, 2020 as Exhibit (d)(1)(i) to Registrant's Post-Effective Amendment No. 70, is incorporated by
reference.
|
||
(6)(a)(ii)
|
Revised Attachment 1, dated March 1, 2020, to Revised Schedule A
of the Investment Management Agreement between USAllianz Advisers, LLC and USAllianz Variable Insurance Products Trust, dated April 27, 2001, filed on April 27, 2020 as Exhibit (d)(1)(ii) to Registrant's Post-Effective Amendment No. 70, is
incorporated by reference.
|
||
(6)(b)
|
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.
|
||
(6)(b)(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.
|
||
(6)(b)(ii)
|
Revised Schedule A, dated December 1,
2018, to the Subadvisory Agreement, dated November 28, 2007, as novated July 1, 2011, by and between Allianz Investment Management LLC, and BlackRock Advisors, LLC, filed on April 23, 2019, as Exhibit (d)(2)(ii) to Registrant's Post-Effective
Amendment No. 68, is incorporated by reference.
|
||
(6)(c)
|
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 (File No. 333-160351), is incorporated by reference.
|
||
(6)(c)(i)
|
Revised Schedule A, effective December 1,
2018, to the Subadvisory Agreement dated April 29, 2009, as amended January 2, 2012, between Allianz Investment Management LLC and BlackRock Investment Management, LLC, filed on April 23, 2019, as Exhibit (d)(3)(i) to Registrant's
Post-Effective Amendment No. 68, is incorporated by reference.
|
||
(6)(c)(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.
|
||
(6)(d)
|
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 (File No. 333-160351), is incorporated by reference.
|
||
(6)(d)(i)
|
Revised Schedule A, dated December 1,
2018, to the Subadvisory Agreement, dated April 29, 2009 between Allianz Investment Management LLC and BlackRock Financial Management, Inc., filed on April 23, 2019, as Exhibit (d)(4)(i) to Registrant's Post-Effective Amendment No. 68, is
incorporated by reference.
|
(6)(e)
|
Subadvisory Agreement, dated April 24,
2015 between Allianz Investment Management LLC and Dimensional Fund Advisors LP, filed on April 21, 2015 as Exhibit (d)(7) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
|
|
(6)(e)(i)
|
Revised Schedule A, effective March 1, 2020, to the Subadvisory
Agreement, dated April 24, 2015 between Allianz Investment Management LLC and Dimensional Fund Advisors LP, filed on April 27, 2020 as Exhibit (d)(5)(i) to Registrant's Post-Effective Amendment No. 70, is incorporated by reference..
|
|
(6)(f)
|
Subadvisory Agreement draft dated April
29, 2010 between Allianz Investment Management LLC and Gateway Investment Advisers, LLC, filed on April 28, 2010 as Exhibit (d)(14) to Registrant's Post-Effective Amendment No. 28, is incorporated by reference.
|
|
(6)(f)(i)
|
Revised Schedule A, dated December 1,
2018, to the Subadvisory Agreement dated April 29, 2010 between Allianz Investment Management LLC and Gateway Investment Advisers, LLC, filed on April 23, 2019, as Exhibit (d)(6)(i) to Registrant's Post-Effective Amendment No. 68, is
incorporated by reference.
|
|
(6)(g)
|
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.
|
|
(6)(h)
|
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.
|
|
(6)(h)(i)
|
Revised Schedule A, dated March 1, 2020, to the Subadvisory
Agreement, dated June 1, 2010, between Allianz Investment Management LLC and Morgan Stanley Investment Management Inc., filed on April 27, 2020 as Exhibit (d)(8)(i) to Registrant's Post-Effective Amendment No. 70, is incorporated by
reference.
|
|
(6)(i)
|
Amended and Restated Subadvisory Agreement, dated October 14,
2016, between Allianz Life Investment Management LLC and FIAM LLC, (previously known as Pyramis Global Advisors, LLC), filed on April 26, 2017 as Exhibit (d)(9) to Registrant's Post-Effective Amendment No. 62, is incorporated by reference.
|
|
(6)(i)(i)
|
Sub-Subadvisory Agreement, dated October
14, 2016, by and between FIAM LLC and Geode Capital Management, LLC, filed on April 26, 2017 as Exhibit (d)(9)(i) to Registrant's Post-Effective Amendment No. 62, is incorporated by reference.
|
|
(6)(j)
|
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.
|
|
(7)(a)
|
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.
|
(7)(a)(i)
|
Revised Schedule I dated, October 1, 2019, 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 April 27, 2020 as Exhibit (e)(1)(i) to
Registrant's Post-Effective Amendment No. 70, is incorporated by reference.
|
||
(7)(a)(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.
|
||
(7)(b)
|
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.
|
||
(7)(c)
|
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.
|
||
(8)
|
Not Applicable
|
||
(9)(a)
|
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.
|
||
(9)(a)(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.
|
||
(9)(a)(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.
|
||
(9)(a)(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.
|
||
(9)(a)(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 21, 2015 as Exhibit (g)(1)(iv) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
|
|
(9)(a)(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.
|
|
(9)(a)(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.
|
|
(9)(a)(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.
|
|
(9)(a)(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.
|
|
(9)(b)
|
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.
|
|
(9)(b)(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.
|
|
(9)(b)(ii)
|
Amendment effective June 24, 2019, 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 27, 2020 as Exhibit (g)(2)(ii) to Registrant's Post-Effective Amendment No. 70, is incorporated by
reference.
|
|
(10)(a)
|
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.
|
|
(10)(a)(i)
|
Revised Exhibit A, dated May 17, 2019, to the Distribution Plan
for the Allianz Variable Insurance Products Trust effective October 27, 1999, filed on April 27, 2020 as Exhibit (m)(1)(i) to Registrant's Post-Effective Amendment No. 70, is incorporated by reference.
|
(10)(b) | 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. | ||
(10)(b)(i)
|
Revised Schedule A, dated June 30, 2019, 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 April 27, 2020 as Exhibit (n)(1) to Registrant's Post-Effective Amendment No. 70, is incorporated by
reference.
|
||
(11)(a) | Opinion and consent of Dorsey & Whitney LLP with respect to the legality of the securities being registered, filed on June 19, 2020 as Exhibit 11 to Registrant's Initial Registration Statement on Form N-14 (File Nos. 333-239299 and 811-9491) is incorporated by reference. | ||
(11)(b) | Opinion and consent of Dorsey & Whitney LLP, with respect to the legality of the securities being registered, filed on July 24, 2020 as Exhibit 11(b) to Registrant's Post-Effective Amendment No. 1 to Form N-14 (File Nos. 333-239299 and 811-9491) is incorporated by reference. | ||
(11)(c)* | Final opinion and consent of Dorsey & Whitney LLP, with respect to the legality of the securities being registered, filed herewith. | ||
(12)(a) | Form of opinion and consent of Stradley Ronon Stevens & Young, LLP with respect to tax matters, filed on July 24, 2020 as Exhibit 12 to Registrant's Post-Effective Amendment No. 1 to Form N-14 (File Nos. 333-239299 and 811-9491) is incorporated by reference. | ||
(12(b)* | Final opinion and consent of Stradley Ronon Stevens & Young, LLP with respect to tax matters, filed herewith. | ||
(13)(a)
|
Services Agreement dated January 1, 2018, between Allianz Variable Insurance Products Trust and Citi Fund
Services Ohio, Inc., filed on April 24, 2018 as Exhibit (h)(1) to Registrant's Post-Effective Amendment No. 66, is incorporated by reference.
|
||
(13)(a)(i)
|
Amendment dated February 21, 2018, to the
Services Agreement dated January 1, 2018, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 24, 2018 as Exhibit (h)(1)(i) to Registrant's Post-Effective Amendment No. 66, is incorporated by
reference.
|
||
(13)(a)(ii)
|
Amendment dated February 20, 2019, to the
Services Agreement dated January 1, 2018, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 23, 2019, as Exhibit (h)(1)(ii) to Registrant's Post-Effective Amendment No. 68, is incorporated by
reference.
|
||
(13)(a)(iii)
|
Transfer Agency Agreement dated April 1,
2015, between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 21, 2015 as Exhibit (h)(1)(ii) to Registrant's Post-Effective Amendment No. 49, is incorporated by reference.
|
(13)(b)
|
PFO Agreement dated January 1, 2018,
between Allianz Variable Insurance Products Trust and Citi Fund Services Ohio, Inc., filed on April 23, 2018 as Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 66, is incorporated by reference.
|
||||||
(13)(c)
|
Amended and Restated Administrative Services Agreement, dated
March 1, 2020, , by and among Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Investment Management LLC, filed on April 27, 2020 as Exhibit (h)(3) to Registrant's Post-Effective
Amendment No. 70, is incorporated by reference.
|
||||||
(13)(d)
|
Amended and Restated Compliance Services Agreement, dated February
19, 2020, by and among Allianz Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Investment Management LLC, filed on April 27, 2020 as Exhibit (h)(4) to Registrant's Post-Effective
Amendment No. 70, is incorporated by reference.
|
||||||
(13)(e)
|
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.
|
||||||
(13)(e)(i)
|
Revised Exhibit A, dated October 1, 2019, to the Amended Expense
Limitation Agreement, dated May 1, 2007, between Allianz Life Advisers LLC and Allianz Variable Insurance Products Trust, filed on April 27, 2020 as Exhibit (h)(5)(i) to Registrant's Post-Effective Amendment No. 70, is incorporated by
reference.
|
||||||
(13)(e)(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.
|
||||||
(13)(f)
|
Net Investment Income Maintenance Agreement dated March 18 2020,
between Allianz Investment Management LLC, Allianz Life Financial Services, LLC, and Allianz Variable Insurance Products Trust, filed on April 27, 2020 as Exhibit (h)(6) to Registrant's Post-Effective Amendment No. 70, is incorporated by
reference.
|
||||||
(13)(g)
|
Joint Insured Agreement dated February 26, 2020, between Allianz
Variable Insurance Products Trust, Allianz Variable Insurance Products Fund of Funds Trust, and Allianz Investment Management LLC, filed on April 27, 2020 as Exhibit (h)(7) to Registrant's Post-Effective Amendment No. 70, is incorporated by
reference.
|
||||||
(14)
|
Consent of PricewaterhouseCoopers LLP with respect to financial
statements of the Registrant, filed on June 19, 2020 as Exhibit 14 to Registrant's Initial Registration Statement on Form N-14 (File Nos. 333-239299 and 811-9491) is incorporated by reference.
|
||||||
(15)
|
Not Applicable
|
||||||
(16)
|
Powers of Attorney, filed on June 19, 2020 as Exhibit 16 to
Registrant's Initial Registration Statement on Form N-14 (File Nos. 333-239299 and 811-9491) is incorporated by reference.
|
|||
(17)(a)
|
Statement of Additional Information of the acquired fund and acquiring fund dated May 1, 2020, for shares of the Allianz Variable Insurance Products trust, filed on April 27, 2020, as part of Registrants Post-Effective Amendment No. 70, is incorporated by
reference.
|
|||
(17)(b)
|
Annual report of the acquired fund and the
acquiring fund, as of December 31, 2019, for the Allianz Variable Insurance Products trust, filed by Registrant on March 6, 2020 under form N-CSR, is incorporated by reference.
|
|||
Signature
|
Title
|
|
/s/ Peter R. Burnim*
|
Trustee
|
|
Peter R. Burnim
|
||
/s/ Peggy L. Ettestad*
|
Trustee
|
|
Peggy L. Ettestad
|
||
/s/ Dickson W. Lewis*
|
Trustee
|
|
Dickson W. Lewis
|
||
/s/ Claire R. Leonardi*
|
Trustee
|
|
Claire R. Leonardi
|
||
/s/ Tamara Lynn Fagely*
|
Trustee
|
|
Tamara Lynn Fagely
|
||
//s/ Richard H. Forde*
|
Trustee
|
|
Richard H. Forde
|
||
/s/ Bashir Asad
|
Treasurer (principal financial and accounting officer)
|
|
Bashir Asad
|
||
Exhibit
|
Description of Exhibit
|
(11)(c)
|
Opinion and consent of Counsel with respect to legality
|
(12)(b)
|
Form of opinion and consent with respect to tax matters
|
(i)
|
the Trust is a statutory trust duly organized and validly existing under the laws of the state of Delaware and is an
open-end investment company registered under the Investment Company Act of 1940;
|
(ii)
|
each of the Acquired Fund and the Acquiring Fund is a series of the Trust;
|
(iii)
|
the Agreement and the Reorganization contemplated thereunder have been duly authorized and approved by all requisite
action of the Trust, the Acquired Fund and the Acquiring Fund, and the Agreement has been duly executed by, and is a valid and binding obligation of the Trust; and
|
(iv)
|
the shares to be issued in the Reorganization are duly authorized and upon issuance in accordance with
the Agreement will be validly issued, fully paid and non-assessable shares of the Acquiring Fund.
|
Re: |
Agreement and Plan of Reorganization executed as of June 12, 2020 (the “Plan”) by Allianz Variable Insurance Products Trust (the
|
Allianz Variable Insurance Products Trust August 21, 2020
Page 2
|
(1)
|
each of the Contracts, and the insurance companies issuingthem, includingboth Allianz Life and Allianz Life of NY, are
and, at the time of the Closing of the Reorganization, will be properly structured under the insurance company provisions of Section 817(d) of the Internal Revenue Code of 1986, as amended (the "Code");
|
(2)
|
the ownership of shares in each of the Acquired Fund and the Acquiring Fund, and public access to such Funds,
satisfies the requirements and limitations set forth in Treasury Regulation Section 1.817-5(f), which states the look-through rule for assets held through certain investment companies, such as the Acquired Fund and the Acquiring Fund, which
are available exclusively through the purchase of a Contract; and
|
(3)
|
pursuant to the investor control rules, the insurance companies issuing the Contracts, including
both Allianz Life and Allianz Life of NY, and not the Contract Owners, have been and are treated for federal income tax purposes as the owners of the interests in the Acquired Fund and the Acquiring Fund that underlie the Contracts.
|
Allianz Variable Insurance Products Trust August 21, 2020
Page 3
|
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end
$_P#D!6O_ %S%:.IKOL9!
MZB@#Y@\6Z89-8<[:Y]M).PG;VKU?7])\S46.VLF31<0N=O:@#Q&[39U?(OB1O-\32'_ &J^LO'+[/#DY]J^2=1/F^(F/^U0!T'BRW\OPO9MCJ!7
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MTN_^NE>Q_ ]-LKK_?KV#X+_ .K_ . UX_\ $[_D>KK_ 'Z]@^"_^K_X#0![
M/2'H:6D/0T ?*7QG_P"1LGJ[\!/^1HD_W:I?&?\ Y&R>KOP$_P"1HD_W: /J
M&L;Q'#YFE3_[IK9JAK"[M-F'^S0!\=>.HO*UEA[UZ=\&)O\ 2(4KSSXDILUX
MBNY^"[?\3&$4 ?2 Z5#=?\>TGTJ8=*ANO^/:3Z4 ?*WQA_Y#"5QUO'G1':NQ
M^,/_ "&$KFK*+=X
)
M#_OUZ=9)GX46_P!*\FT>3RO$W_;0?SH ^Q-'.=)MS_L"EU0XL)#[5%H)SHMJ
M?^F8I^LG&F2G_9H ^2?B:V[Q.Q]Z]>^#J8LH3_LUXW\1FW>)&/O7MGP?3&EP
M'_9H ]7OCBQF/^R:^1OB7+YFJ,/1C7UOJ)QITY_V#7QWX_EWZO*/1S0!W?P9
MAW,C>CU]))]P?2OGSX)1;K4-Z/7T&OW1]* %IDO,3?2GTC U6CT-0V8Q;)]*F/0T ?/WQ]_U5O\ 6N$^&/\
MR&[?_?%=W\??]5;_ %KA/AC_ ,ANW_WQ0!] $O^0O%_OC^= 'V;H7_(&M?]P5HUG:%_R!K7_<%:- !1110!Y9\8_^04E?
M.7AW_D;;;_KJ/YU]&_&/_D%)7SEX=_Y&VV_ZZC^= 'V?HO\ R#H?]T5HUG:+
M_P @Z'_=%:- >E>#_'V7_1+<>]>[M]TU\^?'B3=#"/0T >3^"5SXILC_P!-
M!7VI9#%E#_NBOC'P(N?$UF?^F@K[/L_^/.+_ '10!/5>]_X\IO\ <-6*@O/^
M/.7_ '30!\;>/5VZ_ KB@#ZZM3FVC/\ LBI:KV1S9Q'_ &15B@#RKXX?\BFWUKYW
M\(_\A>+_ 'Q7T1\^13;ZU\[>%#C5HO]\4 ?9NAG_B36O\ N"M'-8FB7 &C
MVW/\ J_]H'K0!O2O@NN9;__ *YF@#AO&'_(8G_WS69HW_(2
MB^M:7B__ )#5Q_UT-9NC?\A*+ZT ?7OPX_Y%R.NRKC?AQ_R+D==E0!PWQ'_Y
M!+?[IKY#U'_D(3?[YKZ\^(__ ""6_P!TU\AZC_R$)O\ ?- &MX../$5M_O5]
M@>&V_P")1']*^/?")QX@M_\ >KZY\-R_\2>/Z4 ;^^C?57S1ZTAF&1S0!I(<
MBG5%"
U=57,^!5V^&
MX![5TU !7SY\_#
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M1#WK[!\-KMT:$>U &O7'?$%,^';L_P#3,UV-K2>[&@#EU^\*^F?@[-G3($SVKYF
M'45]#?!FXR(8\]J /=9?]4WTKYG^-Y_TJ'ZFOIB7_4M]*^9OC=_Q]1?4T >.
M4444 %*HR:2IK9=\JCU- 'L7P