SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[   ]Definitive Proxy Statement
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[   ]Soliciting Material Under {section}§ 240.14a-12

                   ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
                (Name
Allianz Variable Insurance Products Trust
Allianz Variable Insurance Products Fund of Funds Trust
(Name of Registrant as Specified In Its Charter)
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      [  ]  Check box if any part of the fee is offset as provided by Exchange Act Rule  0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
                  AZL{R} SCHRODER EMERGING MARKETS EQUITY, Comprised of:


AZL® DFA Five-Year Global Fixed Income Fund
AZL® DFA International Core Equity Fund
AZL® DFA U.S. Core Equity Fund
AZL® DFA U.S. Small Cap Fund
AZL® Enhanced Bond Index Fund
AZL® Fidelity Institutional Asset Management® Multi-Strategy Fund, Class 1 and Class 2
AZL® Fidelity Institutional Asset Management® Total Bond Fund, Class 1 and Class 2
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® Moderate Index Strategy Fund
AZL® MSCI Emerging Markets Equity Index Fund, Class 1 and Class 2
AZL® MSCI Global Equity Index 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 VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST, Comprised of:

AZL MVP FusionSM Balanced Fund
AZL MVP FusionSM Conservative Fund
AZL MVP FusionSM Moderate Fund
AZL® Balanced Index Strategy Fund
AZL® MVP Balanced Index Strategy Fund
AZL® MVP Growth Index Strategy Fund
AZL® MVP Moderate Index Strategy Fund
AZL® MVP Global Balanced Index Strategy Fund
AZL® DFA Multi-Strategy Fund
AZL® MVP DFA Multi-Strategy Fund
AZL® MVP Fidelity Institutional Asset Management® Multi-Strategy Fund
AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

(each, a “Fund,” and collectively, the “Funds”)
5701 Golden Hills Drive
Minneapolis, Minnesota 55416
Dear Contract Owner:

      We are sending you
The Boards of Trustees of the enclosed noticeabove referenced Funds (the “Board”), each of which is a series of either the Allianz Variable Insurance Products Trust or the Allianz Variable Insurance Products Fund of Funds Trust (each, a “Trust”, and collectively, the “Trusts”), has called a special joint meeting of each Fund’s shareholders.  The meeting will be held at [10:00 a.m.] Central Time on [June 3], 2021.  In light of the public health impact of the coronavirus outbreak (COVID-19) and the related institution of social distancing and other measures and guidance and declarations from various relevant governmental authorities, and in accordance with Section 3806(f) of the Delaware Statutory Trust Act and each of the Trust’s Agreement and Declaration of Trust and By-Laws, as amended to date, the special joint meeting of the shareholders of the Funds will be conducted over the Internet in a virtual meeting format.  Directions for attending the meeting are set forth in the Notice of Special Joint Meeting of Shareholders below. At the meeting, shareholders of each Fund will consider the following proposals:
1.To elect Trustees;
2.To approve amended fundamental restrictions regarding investments in commodities; and proxy statement because you own


3.To approve amended fundamental restrictions regarding borrowing.
As the owner of a variable annuitylife insurance policy or variable life
insuranceannuity contract issued by Allianz Life Insurance Company of North America or Allianz Life Insurance Company of New York. As a contract owner,York, you are an indirect participantshareholder in the Fund.

      We are asking you to provide us with voting instructions with respect to
proposals to be considered at a special meetingone or more of the shareholders of the Fund.
At the meeting, shareholders will consider the following proposals:

      1.    To approve the Fund's "manager of managers" structure, which gives
            the Fund flexibility to hire and replace subadvisers in the future
            without a shareholder vote; and

      2.    Such other business as may properly come before the meeting, or any
            adjournment of the meeting.

      The Board of Trustees of the Fund has determinedFunds.  Accordingly, we ask that each proposal is in
the best interests of the Fund and the Fund's shareholders. We ask you to indicate whether you approve or disapprove of each proposal by completing and returning the enclosed voting instruction form.  The Board unanimously recommends that you vote FOR the all proposals.

      Whether or not you expect to attend the meeting, please
Please carefully review the proxy statement and the enclosed voting instruction form.  You may provide your voting instructions by phone, Internet, or mail.  ToIn order to avoid the additional expense of further solicitation, we respectfully ask for your cooperation in promptly
providingcasting your voting instructions. Sending in your voting instruction form will
not prevent you from voting in person at the meeting.

      The special meeting of shareholders will be held at 10:00 a.m. Central
Time on March 23, 2010, at the offices of Allianz Life Insurance Company of
North America, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416.

      If you have any questions, please feel free to contact the Allianz Service
Center at (800) 624-0197. votes.
Thank you for your prompt attention and participation.
Sincerely,

                                           /s/ Jeffrey Kletti

                                           Jeffrey Kletti
                                           Chairman
/s/ Brian Muench
Brian Muench
President
[April __], 2021



ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST, Comprised of:
AZL® DFA Five-Year Global Fixed Income Fund
AZL® DFA International Core Equity Fund
AZL® DFA U.S. Core Equity Fund
AZL® DFA U.S. Small Cap Fund
AZL® Enhanced Bond Index Fund
AZL® Fidelity Institutional Asset Management® Multi-Strategy Fund, Class 1 and Class 2
AZL® Fidelity Institutional Asset Management® Total Bond Fund, Class 1 and Class 2
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® Moderate Index Strategy Fund
AZL® MSCI Emerging Markets Equity Index Fund, Class 1 and Class 2
AZL® MSCI Global Equity Index 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 VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST, Comprised of:

AZL MVP FusionSM Balanced Fund
AZL MVP FusionSM Conservative Fund
AZL MVP FusionSM Moderate Fund
AZL® Balanced Index Strategy Fund
AZL® MVP Balanced Index Strategy Fund
AZL® MVP Growth Index Strategy Fund
AZL® MVP Moderate Index Strategy Fund
AZL® MVP Global Balanced Index Strategy Fund
AZL® DFA Multi-Strategy Fund
AZL® MVP DFA Multi-Strategy Fund
AZL® MVP Fidelity Institutional Asset Management® Multi-Strategy Fund
AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

(each, a “Fund,” and Presidentcollectively, the “Funds”)
5701 Golden Hills Drive
Minneapolis, Minnesota 55416
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD [June 3], 2021
A special joint meeting of the shareholders of each of the above referenced Funds, each of which is a series of either the Allianz Variable Insurance Products Trust February 22, 2010









                   ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
                  AZL{R} SCHRODER EMERGING MARKETS EQUITY FUND

                            5701 Golden Hills Drive
                          Minneapolis, Minnesota 55416

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD MARCH 23, 2010

      Aor the Allianz Variable Insurance Products Fund of Funds Trust (each a “Trust” and collectively, the “Trusts”), will be held at [10:00 a.m.] Central Time on [June 3], 2021. In light of the public health impact of the coronavirus outbreak (COVID-19) and the related institution of social distancing and other measures and guidance and declarations from various relevant governmental authorities, and in accordance with Section 3806(f) of the Delaware Statutory Trust Act and each of the Trust’s Agreement and Declaration of Trust and By-Laws, as amended to date, the special joint meeting of the shareholders of the Fund listed aboveFunds will be held at 10:00 a.m. Central Time on March 23, 2010, atconducted over the officesInternet in a virtual meeting format. Directions for attending the meeting are set forth below in this Notice of Allianz
Life Insurance CompanySpecial Joint Meeting of North America, 5701 Golden Hills Drive, Minneapolis,
Minnesota 55416. The Fund is a series of the Allianz Variable Insurance Products
Trust. Shareholders.
At the meeting, shareholders of theeach Fund will consider the following proposals:
1.To elect individuals to serve on the Board of Trustees;
2.To approve the Fund's "manager of managers" structure, which gives
      the Fund flexibility to hireamended fundamental restrictions regarding investments in commodities; and replace subadvisers in the future without
      a shareholder vote;
1


3.To approve amended fundamental restrictions regarding borrowing.
The Funds issue and 2.    Such other business as may properly come before the meeting, or any
      adjournment of the meeting.

      The Fund issues and sells itssell their shares to certain separate accounts of Allianz Life Insurance Company of North America (“Allianz Life”) and Allianz Life Insurance Company of New York (together, "Allianz"(“Allianz Life of NY”). The separate accounts hold shares of mutual funds, including the Fund,Funds, which serve as a funding vehicle for benefits under certain variable annuity and variable life insurance policies or variable annuity contracts issued by Allianz (the "Contracts"Life or Allianz Life of NY (collectively, the “Contracts”). In addition, shares of certain Funds also may be held by other Funds that are managed as funds of funds (the “Funds of Funds”).
As the ownerowners of the assets held in the separate accounts, Allianz isLife and Allianz Life of NY, together with the Funds of Funds, are the sole shareholdershareholders of the FundFunds and isare entitled to vote all of the shares of the Fund.Funds. However, Allianz Life and Allianz Life of NY will vote outstanding shares of the FundFunds held by them in accordance with instructions given by the owners of the Contracts for which the Fund servesFunds serve as a funding vehicle. This Notice is being delivered to owners of the Contracts who, by virtue of their ownership of the Contracts, beneficially owned shares of the FundFunds on the record date, so that they may instruct Allianz Life and Allianz Life of NY how to vote the shares of the FundFunds underlying their Contracts.
Accessing the Virtual Meeting – To access the virtual meeting, send a request to attend the virtual meeting to shareholdermeetings@computershare.com. Please include your full name and the control number located on your voting instruction form. Requests to attend the virtual meeting must be received at least three business days prior to the meeting. You may not vote at the virtual meeting; to be counted, your voting instructions must be received by 4:00 p.m. Central time on the day prior to the meeting.
Shareholders of record at the close of business on FebruaryMarch 5, 2010,2021 are entitled to vote at the meeting.
By Order of the Board of Trustees

                                     /s/ Michael Radmer

                                     Michael J. Radmer
                                     
/s/ Erik T. Nelson
Erik T. Nelson
Secretary


February 22, 2010

                        
[April __], 2021


YOU CAN VOTE QUICKLY AND EASILY.


PLEASE FOLLOW THE INSTRUCTIONS IN ENCLOSED VOTING INSTRUCTION FORM.

2

PROXY STATEMENT
                               FEBRUARY 22, 2010

                   
SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON [JUNE 3], 2021
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST, Comprised of:
AZL® DFA Five-Year Global Fixed Income Fund
AZL® DFA International Core Equity Fund
AZL® DFA U.S. Core Equity Fund
AZL® DFA U.S. Small Cap Fund
AZL® Enhanced Bond Index Fund
AZL® Fidelity Institutional Asset Management® Multi-Strategy Fund, Class 1 and Class 2
AZL® Fidelity Institutional Asset Management® Total Bond Fund, Class 1 and Class 2
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® Moderate Index Strategy Fund
AZL® MSCI Emerging Markets Equity Index Fund, Class 1 and Class 2
AZL® MSCI Global Equity Index 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 VARIABLE INSURANCE PRODUCTS TRUST
           AZL{R} SCHRODER EMERGING MARKETS EQUITY FUND OF FUNDS TRUST, Comprised of:

AZL MVP FusionSM Balanced Fund
AZL MVP FusionSM Conservative Fund
AZL MVP FusionSM Moderate Fund
AZL® Balanced Index Strategy Fund
AZL® MVP Balanced Index Strategy Fund
AZL® MVP Growth Index Strategy Fund
AZL® MVP Moderate Index Strategy Fund
AZL® MVP Global Balanced Index Strategy Fund
AZL® DFA Multi-Strategy Fund
AZL® MVP DFA Multi-Strategy Fund
AZL® MVP Fidelity Institutional Asset Management® Multi-Strategy Fund
AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

(each, a “Fund”, and collectively, the “Funds”)
5701 Golden Hills Drive
Minneapolis, Minnesota 55416
                           Telephone: (800) 624-0197

      
The BoardBoards of Trustees (the "Board"“Board”) of the Allianz Variable Insurance Products Trust (the "Trust"“VIP Trust”) and the Allianz Variable Insurance Products Fund of Funds Trust (the “FOF Trust,” and together with the VIP Trust, the “Trusts”) is furnishing this proxy statement in connection with itstheir solicitation of voting instructions to be used at athe special joint meeting of the shareholders of theeach Fund, listed above, to be held at 10:[10:00 a.m.] Central Time on March 23, 2010, at the offices of Allianz Life Insurance Company of North
America, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416[June 3], 2021 (the "Meeting"“Meeting”), and at any adjournment of the Meeting.  In light of the public health impact of the coronavirus outbreak (COVID-19) and the related institution of social distancing and other measures and guidance and declarations from various relevant governmental authorities, and in accordance with Section 3806(f) of the Delaware Statutory Trust Act and each of the Trust’s Agreement and Declaration of Trust and By-Laws, as amended to date, the Meeting of the shareholders of the Funds will be conducted over the Internet in a virtual meeting format. Directions for attending the meeting are set forth above in the Notice of Special Joint Meeting of Shareholders. At the Meeting, shareholders of record of theeach Fund at the close of business on FebruaryMarch 5, 2010,2021 will consider and are entitled to vote on the following Proposals:

proposals:
1


1.To elect individuals to serve on the Board of Trustees;
2.To approve the Fund's "manager of managers" structure, which gives the
      Fund flexibility to hireamended fundamental restrictions regarding investments in commodities; and replace subadvisers in the future without a
      shareholder vote; and

2.    Such other business as may properly come before the meeting, or any
      adjournment of the meeting.

3.To approve amended fundamental restrictions regarding borrowing.
This proxy statement was first mailed to contract owners on or about February
22, 2010.


     IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MARCH 23, 2010. THE NOTICE OF SPECIAL MEETING
 OF SHAREHOLDERS, PROXY STATEMENT AND VOTING INSTRUCTION FORM ARE AVAILABLE AT
                     HTTP:[April __], 2021.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on [June 3], 2021.
The Notice of Special Joint Meeting of Shareholders, Proxy Statement and Voting Instruction Form are available at https://WWW.PROXY-DIRECT.COM/AZL21215.



www.proxy-direct.com/azl-32021.
SECTION A - BACKGROUND INFORMATION

ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST

      The Trust is a Delaware statutory trust of the series type organized under
an Agreement and Declaration of Trust dated July 13, 1999, and is registered
with the SEC under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company. The Trust is comprised of
28 separate investment portfolios including the Fund, each of which is, in
effect, a separate mutual fund.

      The Trust is authorized to issue two classes of shares, Class– Proposals
PROPOSAL NO. 1 and Class
2, for the Fund. Class 1 and Class 2 shares are substantially identical, except
that Class 1 shares are not subject to a 12b-1 distribution fee. Class 2 shares
are subject to a 12b-1 distribution fee in the amount of 0.25% of average daily
net assets.

      The Trust, including the Fund, issues and sells its shares, directly or
indirectly, only to certain separate accounts of Allianz Life Insurance Company
of North America and Allianz Life Insurance Company of New York (together,
"Allianz"). The separate accounts hold shares of mutual funds, including the
Fund, which serve as a funding vehicle for benefits under certain variable
annuity and variable life insurance contracts issued by Allianz (the
"Contracts"). The Fund also may issue and sell its shares to the Allianz
Variable Insurance Products Fund of Funds Trust (the "FOF Trust"), which, like
the Trust, issues and sells its shares only to the Allianz separate accounts as
funding vehicles for the Contracts. The Trust does not offer its shares directly
to the public.

      Each separate account, like the Trust, is registered with the SEC as an
investment company, and a separate prospectus, which accompanies the prospectus
for the Trust, describes the Contracts issued through the separate accounts.


                                       1



ALLIANZ INVESTMENT MANAGEMENT LLC (THE "MANAGER")

      The Manager serves as the Trust's investment adviser pursuant to an
Investment Management Agreement originally approved by the Board on April 11,
2001. The Manager is a registered investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act") and a wholly owned
subsidiary of Allianz Life Insurance Company of North America. The Manager is
responsible for the overall management of the Trust and for retaining
subadvisers to manage the assets of each fund of the Trust according to its
investment objective and strategies. Pursuant to a subadvisory agreement dated
May 1, 2007, between the Manager and Schroder Investment Management North
America Inc. ("Schroder"), Schroder serves as the Fund's subadviser.

      On September 17, 2002, the Trust and the Manager obtained an exemptive
order from the U.S. Securities and Exchange Commission (the "SEC") for a multi-
manager structure that generally permits the Manager, subject to approval of the
Board, to (i) hire, replace or terminate a subadviser, and (ii) revise a
subadvisory agreement, each without the approval of shareholders (the "Manager
of Managers Order"). The Manager's use of the "manager-of-managers" structure is
discussed in detail below.

      On or about October 30, 2008, the SEC issued an order (the "Substitution
Order") permitting the substitution of shares of certain underlying mutual funds
that had been available to holders of certain Contracts issued by Allianz for
shares of the Fund (the "Substitution"). The Substitution was carried out on or
about November 24, 2008. In exchange for receipt of the Substitution Order,
Allianz represented that the Manager would not hire new subadvisers for the
Fund, or otherwise rely on the Manager of Managers Order, without the approval
of the Fund's shareholders.

      The Manager does not expect to change the Fund's subadviser or to make any
material changes to the Fund's subadvisory agreement. Fund shareholders are
being asked to approve the Fund's Manager of Managers Order now so that changes
may be made in the future without shareholder approval, if the Manager and the
Board determine that such changes are necessary.


SECTION B - PROPOSALS

             APPROVAL— ELECTION OF THE FUND'S "MANAGER OF MANAGERS" STRUCTURE

      TRUSTEES
At the Meeting, shareholders will be asked to approveelect the Fund's "managerseven nominees named below (the “Nominees”) as Trustees of managers" structure, which gives the Fund flexibility to hireTrusts. If elected, each Trustee will serve until a successor is elected and replace
subadvisersqualified or until such Trustee dies, resigns, retires, or is removed as provided in the future without a shareholder vote. The approvalgoverning documents of the "managerTrust. If any or all of managers" structurethe Nominees should become unavailable for election due to events not now known or anticipated, then the insurance company named on the voting instruction form will vote for such other Nominee or Nominees as the current Trustees may recommend.
TRUSTEE NOMINEE INFORMATION
The following table sets forth important information regarding each Nominee, including each Nominee’s principal occupation during the last five years and other information relating to the experience, qualifications attributes, or skills relevant to the Nominee’s qualifications to serve as a Trustee, which led to the conclusion that the Nominee should serve as a Trustee for each Trust.  All seven Nominees currently serve as Trustees of the Trusts, as well as of the AIM ETF Products Trust. The Trusts and the AIM ETF Products Trust together are referred to as the AIM Complex. Each of the Nominees has indicated that he or she is willing to serve as a Trustee. The business address for each Nominee is the same as that of the Funds’ investment adviser: 5701 Golden Hills Drive, Minneapolis, MN 55416. The term of office for each Nominee is indefinite.
Trustee Nominees.  The Nominees you are being asked to elect as Trustees of the Trusts are as follows:
2


Name, Address, and Birth Year
Positions
Held with
the Trust
Term of Office(2)/ Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios Overseen for the AIM Complex
Other Directorships Held Outside the AIM Complex During Past 5 Years
INDEPENDENT TRUSTEES(1)
Peter R. Burnim (1947)
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since February 2007
Retired; previously, Chairman, Emrys Analytics (a company focused on predictive analytics, artificial intelligence in insurance underwriting and cyber risk) and subsidiaries, 2015 to 2018; Chairman, Argus Investment Strategies Fund Ltd., 2013 to 2017; Managing Director, iQ Venture Advisors, LLC, 2005 to 2016, Consultant thereafter; Chairman, Sterling Bank & Trust (Bahamas) Ltd., 2016 to present, and Sterling Trust (Cayman) Ltd. 2015 to present
40
Argus Group Holdings and Subsidiaries, Deputy Chairman; Sterling Trust (Cayman) Ltd., Chairman; Sterling Bank & Trust Limited (Bahamas); Emrys Analytics; EGB Insurance
Peggy L. Ettestad (1957)
5701 Golden Hills Drive Minneapolis, MN  55416
Lead Independent Trustee
Since February 2007
Managing Director, Red Canoe Management Consulting LLC, 2008 to present
40
None
Tamara Lynn Fagely (1958)
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since December 2017
Retired; previously, Chief Operations Officer, Hartford Funds, 2012 to 2013
40
Diamond Hill Funds (12 funds)
Richard H. Forde (1953)
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since December 2017
Retired; previously, Member of the Board and Chairman of the Finance and Investment Committee, Connecticut Water Service, Inc., 2013 to 2019
40
Connecticut Water Service, Inc.
3


Name, Address, and Birth Year
Positions
Held with
the Trust
Term of Office(2)/ Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios Overseen for the AIM Complex
Other Directorships Held Outside the AIM Complex During Past 5 Years
Claire R. Leonardi (1955)
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since February 2004
Retired; previously, CEO, Health eSense Inc. (a medical device company), 2015 to 2018, and Connecticut Innovations, Inc. (a venture capital firm), 2012 to 2015
40
None
Dickson W. Lewis (1948)
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee
Since February 2004
Retired; previously, senior executive for Lifetouch National School Studios (a photography company), 2006 to 2014, Jostens (a producer of yearbooks and class rings), 2001 to 2006, and Fortis Financial Group, 1997 to 2001
40
None
INTERESTED TRUSTEE(3)
Brian Muench (1970)
5701 Golden Hills Drive Minneapolis, MN  55416
Trustee and President
Since June 2011
President, Allianz Investment Management LLC, 2010 to present; Vice President, Allianz Life Insurance Company of North America, 2011 to present
40
None


(1)
Member of the Audit Committee.

(2)
Indefinite.

(3)
Is an “interested person,” as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), due to employment by Allianz Investment Management LLC (“AIM”), the investment adviser to the Funds, and its parent Allianz Life Insurance Company of North America (“Allianz Life”).

Trustee Qualifications.  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 Trusts.
Mr. Burnim - Brings to the Board of Trustees over 45 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, Private and Investment banking sectors and extensive experience as Managing Director or Executive Vice President at various privately owned investment firms. Mr. Burnim also has substantial prior board experience, including service on the boards of The Bank of Bermuda and various hedge funds and insurance companies, as well as various nonprofits. Mr. Burnim offers the Board of Trustees his considerable knowledge of the securities, banking and insurance industries in which the Trusts function and in Board governance matters.
4


Ms. Ettestad - Brings to the Board of Trustees over 25 years of senior management experience, including over ten years of experience in senior management positions specifically at mutual fund, annuities, insurance and other financial service firms. Her consulting experience includes work in interim “C-suite” positions and Finance and IT organizational redesign.  Ms. Ettestad’s subject matter expertise includes creation and analysis of financial systems and design and implementation of compliance and control processes, both directly applicable to the Board’s supervision of the Trusts’ finance, operations, and compliance functions.
Ms. Fagely - Brings to the Board of Trustees extensive experience with mutual fund management and governance. She has over 20 years of senior management experience with various mutual fund and financial services firms, as well as prior experience serving as a member of the board of trustees and the audit committee chair for the Diamond Hill Funds, another mutual fund complex. This experience is directly applicable to the Board’s supervision of the Trusts’ finance, operational and audit functions.
Mr. Forde - Brings to the Board of Trustees over 30 years of experience in the investment department of CIGNA (and its predecessors), including eight years as Chief Investment Officer and many prior years as senior managing director. Mr. Forde also has board experience with Connecticut Water Service, Inc. Mr. Forde therefore brings to the Board considerable experience with the securities industry, considerable knowledge of investments, and experience in 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 knowledge of the securities and insurance industries in which the Trusts function and in Board governance matters.
Mr. Lewis - Brings to the Board of Trustees over 40 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 24 years on the Orono, Minnesota Board of Education. Mr. Lewis therefore also brings considerable knowledge of Board governance matters.
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 subadvisors and addition of new subadvisors 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 Trusts and the performance of the various funds of the Trusts.
Board and Shareholder Meeting Attendance.  Each Nominee for Trustee currently in office attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which the Nominee serves during the Trusts’ most recent fiscal year. During the fiscal year ended December 31, 2020, there were ten meetings of the Board, two meetings of the Audit Committee, four meetings of the Investment Committee and two meetings of the Nominating and Corporate Governance Committee. The Trusts do not hold annual shareholder meetings
5


and therefore do not have a policy with regard to Trustees’ attendance at such meetings. However, as a matter of practice, at least one Trustee will attend special shareholder meetings.
Ownership of Fund Affiliates.  As of February 26, 2021, none of the non-interested Nominees or their immediate family members owned any securities of the investment adviser or principal underwriter of the Trusts, or a person directly or indirectly controlling, controlled by, or under common control with the investment adviser or principal underwriter of the Trusts. In addition, no Trustee purchased or sold any securities of the investment adviser or its affiliates during the past fiscal year.
Ownership of Fund Shares.  The following table provides the dollar range of equity securities beneficially owned by the Board members on February 26, 2021:
Trustee
Aggregate Dollar Range of Equity Securities of the Funds
Aggregate Dollar Range of Equity Securities in all Funds overseen within the AIM Complex
Peter R. Burnim
None
None
Peggy L. Ettestad
None
$10,001 - $50,000
Tamara Lynn Fagely
None
$10,001 - $50,000
Richard H. Forde
None
None
Claire R. Leonardi
None
$1 - $10,000
Dickson W. Lewis
None
$10,001 - $50,000
Brian Muench
None
None

In addition, as of February 26, 2021, all of the Trustees and officers of each Trust, as a group, beneficially owned no shares of the Funds.
Compensation.  The following table sets forth total compensation paid to each Trustee for the fiscal year ended December 31, 2020.  No pension or retirement benefits have been accrued as part of the Trust’s expenses and there are no estimated annual benefits upon retirement. The Interested Trustee does not receive compensation from the Trusts but all Trustees are reimbursed for all out-of-pocket expenses relating to attendance at meetings.
Trustee
Compensation from the VIP Trust
Compensation from the FOF Trust
Compensation from the AIM Complex
Peter R. Burnim
$110,965
$71,535
$200,000
Peggy L. Ettestad
$138,703
$89,422
$250,000
Tamara Lynn Fagely
$116,580
$75,045
$210,000
Richard H. Forde
$110,963
$71,537
$200,000
Claire R. Leonardi
$110,963
$71,537
$200,000
Dickson W. Lewis
$116,580
$75,045
$210,000
Brian Muench
None
None
None
6



The Board of Trustees and Its Role.  Overall responsibility for management of the Trusts rests with its respective Board. The Trustees elect the officers of the Trusts to supervise day‑to‑day operations. Subject to the provisions of the Agreement and Declarations of Trust, the Board manages the business of the Trusts 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 Trusts. The Board is responsible for oversight of the officers and may elect and remove, with or without cause, such officers as they consider appropriate.
The Leadership of the Board.  The Chair of the Board is Brian Muench who is an “interested person” of the Trust, as defined under the 1940 Act, by virtue of his employment with AIM and Allianz Life. 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 to have a single point of contact with Fund management and AIM, 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 and with the Chair; and (iii) conducting evaluations of the members of the Board.  The independent trustees believe that they have adequate control and influence over the governance of the Board and the Trusts.
The independent trustees, through the Lead Independent Trustee, regularly communicate with Brian Muench, President and Chair of the Trusts, 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.  Under normal circumstances, the Board meets at least four times each year and also at such other times as the Board deems appropriate. At each meeting, the Board may hold 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 Trusts.
Board Committees.  The Board has established three committees:  Audit, Investment and Nominating and Corporate Governance.  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 Trusts, the evaluation and supervision of AIM and the selection and nomination of candidates to the Board.
Audit Committee.  The Audit Committee is made up of Mr. Burnim, Ms. Ettestad, Ms. Fagely, Mr. Forde, Ms. Leonardi and Mr. Lewis.  Ms. Fagely serves as chair of the Audit Committee.  The functions of the Audit Committee include advising the full Board with respect to accounting, auditing and financial matters affecting the Trust.  The Audit Committee met two times during the last fiscal year.  For more information about the Trusts’ auditor and related fee information, see Appendix A.
Investment Committee.  The Investment Committee is made up of Mr. Burnim, Ms. Ettestad, Ms. Fagely, Mr. Forde, Ms. Leonardi and Mr. Lewis. Mr. Burnim and Mr. Forde serve as co-chairs of the Investment Committee.  The functions of the Investment Committee include evaluating and supervising the investment adviser and the various investment portfolios of the Trust.  The Investment Committee met four times during the last fiscal year.
7


Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee is made up of Mr. Burnim, Ms. Ettestad, Ms. Fagely, Mr. Forde, Ms. Leonardi and Mr. Lewis.  Mr. Lewis 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 Trusts.  The Board believes this policy to be appropriate since the Nominating and Corporate Governance Committee has been able to identify, and expects to continue to be able to identify, an ample number of qualified Board candidates through a robust selection process.  Additionally, with respect to the Board’s responsibilities under Rule 38a-1 under the 1940 Act regarding the Chief Compliance Officer (“CCO”) of the Trusts, the chair of the Nominating and Corporate Governance Committee consults with the CCO on several issues, including but not limited to (i) the annual assessment of the adequacy of compliance policies and procedures and any proposed revisions or additions to such policies and procedures and (ii) material compliance matters (as defined in Rule 38a-1), if any, that the CCO should report to the Board before their next regular meeting. The Nominating and Corporate Governance Committee met two times during the last fiscal year.
The process for identifying and evaluating candidates to be nominated as Trustees requires that each candidate be evaluated by the Nominating and Corporate Governance Committee with respect to the relevant business and industry experience that would enable the candidate to serve effectively as a non-interested Trustee, as well as his or her compatibility with respect to business philosophy and style. In addition, the members of the Nominating and Corporate Governance Committee may conduct in-person interviews of each candidate using a standardized questionnaire.  When all of the viable candidates have been evaluated and interviewed, the Nominating and Corporate Governance Committee determines which of the viable candidates should be (a) recommended to fill a vacancy on the Board, when at least two-thirds of the Trustees have been elected by the shareholders, or (b) presented to the shareholders for election to become a member of the Board.  In addition, the Nominating and Corporate Governance Committee periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those persons who are already members of the Board. Other than the process described here, the Nominating and Corporate Governance Committee does not impose a minimum set of qualifications or standards upon those individuals whom they are considering as nominees for Trustee.  The Nominating and Corporate Governance Committee has not adopted any specific policy on the issue of diversity but will take diversity into account, among other factors, in its consideration of new candidates for the Board.  Neither Trust regularly pays third parties fees to assist in the process of identifying and evaluating candidates.  The Nominating and Corporate Governance Committee has the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Trusts.
The charter for the Nominating and Corporate Governance Committee is attached hereto as Appendix B.
Risk Oversight by the Board.  The Board is actively involved in the risk oversight of the Trusts. The Board, as a whole and through its Audit and Investment committees, supervises the Trusts’ accounting and audit functions, as well as other financial matters affecting the Trusts, and evaluates and supervises AIM.  The Board regularly receives detailed reports from, and has opportunity to question representatives of, the Trusts’ CCO, independent audit firm, and administrator.  The CCO’s reports include a quarterly risk assessment outlining all identified compliance risks, all identified exceptions and their resolution. As noted above, the Board has established Audit, Investment and Nominating and Corporate Governance committees to assist in the oversight of the Trusts.
8


Required Vote Needed to Approve the Proposal.  All shares of each Trust then entitled to vote shall be voted together in aggregate. Approval of the election of each of the Nominees to the Board requires the affirmative vote of a plurality of the shares of each Trust voted at the Meeting.  A Nominee may be elected even if he or she receives the affirmative vote of less than a majority of the outstanding shares of a Trust.
Board Recommendation.  The Board of Trustees unanimously recommends a vote FOR the Fund onproposal to approve the Record Date as defined in the 1940
Act.

       THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.

THE "MANAGER OF MANAGERS" STRUCTURE

      The Trust operates pursuant to a "managerelection of managers" structure under
which day-to-day portfolio managementeach of the assets in each fund of the Trust is
managed by one or more subadvisers selected by the Manager and approved by the
Board. The Manager, as the investment adviser for all of the funds of the Trust,
is responsible for supervising the performance of the funds' subadvisers and for
making recommendationsNominees to the Board with respect to subadviser changes or
revisions to subadvisory agreements. Each fund of the Trust pays a management
fee to the Manager for the services it provides pursuant to the Investment
Management Agreement. Trustees.
PROPOSAL NO. 2 — REVISIONS TO FUNDAMENTAL POLICIES REGARDING INVESTMENTS IN COMMODITIES
The Manager, out of its profits, pays the subadvisers for
subadvisory services provided to the funds.

      Section 15(a) of the 1940 Act generally requires that a majority of a
fund's outstanding voting securities approve the selection of a subadviser or
any material changes to an existing subadvisory agreement. However, pursuant to
the Manager of Managers Order, the Manager, subject to approval of the Board,
generally may (i) hire, replace or terminate a subadviser, and (ii) revise a
subadvisory agreement, each without imposing the costs and delays of obtaining
shareholder approval.


                                       2



      The Fund's initial sole shareholder, Allianz Life Insurance Company of
North America, approved the Manager of Managers OrderTrusts recite in their registration statements, among other things, their policies with respect to the Fund
on April 28, 2006. However,purchase and sale of commodities.  The 1940 Act further requires the Trusts to obtain shareholder approval prior to changing this fundamental policy.
The current and proposed fundamental policies of the Trusts with respect to commodities are as noted above, in connectionfollows:
Current VIP Trust Commodities Policy
Current FOF Trust Commodities Policy
Proposed VIP Trust and FOF Trust Commodities Policy
No Fund may:  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.
No Fund May:  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 and other investment companies engaging in whole or in part in such activities
No Fund may:  Purchase or sell commodities except to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC

9


Since the initial adoption of the Trusts’ policies with respect to commodities, the Substitution
Order, Allianz representedfinancial markets and regulatory requirements regarding commodities and commodity interests have evolved considerably.  The Board believes that the ManagerTrusts’ current policies are unnecessarily detailed and more restrictive than required by current law. The current policies may make it difficult to respond to future market or regulatory changes and may limit unnecessarily the flexibility of Fund portfolio managers to make changes in investment strategy that may benefit the Funds and help the Funds to better achieve their investment goals.
Conversely, the Board believes that the proposed policy with respect to commodities would not hire new subadvisers forallow greater flexibility to the Fund portfolio managers to respond to future market or otherwise rely onregulatory changes and to make changes in investment strategy that may benefit the Manager of Managers Order, withoutFunds and help the approvalFunds to better achieve their investment goals. It is not currently anticipated that any Fund would change its investment strategies as a result of the Fund's shareholders.

      The Manager andproposed change to the policies with respect to commodities or that the adoption of the proposed policy would involve additional material risk to the Funds.
Accordingly, the Board believeof Trustees believes that it is in the best interests of the Trusts to replace the current fundamental policies with respect to commodities with the proposed policy set forth above.
Required Vote Needed to Approve the Proposal.  Approval of revisions to the Trusts’ fundamental policies with respect to commodities requires the affirmative vote of a “majority of the outstanding voting securities” of each Fund. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. Each Fund will vote separately on the proposal. This means that approval of the proposal by shareholders of one Fund is not contingent upon approval by shareholders of any other Fund. If one Fund approves the proposal and the Fund's shareholders, including Contract owners indirectly invested
inanother Fund does not, the Fund whose shareholders approved the proposal will change its fundamental policy with respect to commodities, while the other Fund’s policy will not change.
If shareholders of a Fund approve the Fund's "managerproposal, the change in that Fund’s fundamental policy with respect to commodities will become effective when the Fund’s registration statement is revised or supplemented to reflect the change, which is expected to occur shortly following the Meeting. If shareholders of managers" structure.a Fund do not approve the proposal, that Fund will continue to operate under its current fundamental policy.
Board Recommendation.  The processBoard of seekingTrustees unanimously recommends a vote FOR the proposal to ratify the revisions to the Trusts’ fundamental policies with respect to commodities.
PROPOSAL NO. 3 — REVISIONS TO FUNDAMENTAL POLICIES REGARDING BORROWING
The 1940 Act requires that the Trusts recite in their registration statements, among other things, their policies with respect to borrowing. The 1940 Act further requires the Trusts to obtain shareholder approval prior to changing this fundamental policy.
The current and proposed fundamental policies of subadvisory agreements is administratively
burdensome and costly,the Trusts with respect to borrowing are as follows:
10


Current VIP Trust Borrowing Policy
Current FOF Trust Borrowing Policy
Proposed VIP Trust and FOF Trust Borrowing Policy
No Fund may:
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 in amounts 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, which may be changed without the vote of shareholders, the following funds have more restrictive limits as follows:
AZL Government Money Market Fund 10% (with respect to a) above only)
AZL Moderate Index Strategy Fund 5%
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.
No Fund May:
Borrow money (not including reverse repurchase agreements or dollar roll agreements), except that each Fund may borrow from banks for temporary or emergency purposes and then only in amounts 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, or mortgage, pledge or hypothecate any assets except in connection with a bank borrowing in amounts not to exceed 30% of the Fund’s net assets at the time of borrowing.
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 held in escrow or in separate accounts in connection with a Fund’s investment practices described in the Fund’s Prospectus or SAI are not deemed to be pledged for purposes of this limitation.
No Fund may:
Borrow money, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC.

11


Since the initial adoption of the Trusts’ policies with respect to borrowing, the regulatory requirements regarding borrowing by investment companies have evolved.  The Board believes that the Trusts’ current policies are unnecessarily detailed and may cause delaysbe more restrictive than required by current law. The current policies may make it difficult to respond to future regulatory changes and may limit unnecessarily the Funds’ flexibility to engage in executingborrowing that may benefit the Funds and help the Funds to better achieve their investment goals. Conversely, the Board believes that the proposed policy with respect to borrowing would allow greater flexibility to respond to future regulatory changes and to make changes that may benefit the ManagerFunds and help the Funds to better achieve their investment goals.  It is not currently anticipated that any Fund would change its investment strategies or borrowing as a result of the proposed change to the policies with respect to borrowing or that the adoption of the proposed policy would involve additional material risk to the Funds.
Accordingly, the Board have determined are necessary, desirable andof Trustees believes that it is in the best interests of shareholders. These costs often are borne by a fund,the Trusts to replace the current fundamental and therefore
indirectly byrelated non-fundamental policies with respect to borrowing with the fund's shareholders and Contract owners indirectly invested inproposed policy set forth above.
Required Vote Needed to Approve the fund. If shareholders approve this Proposal then the Manager and the Board
would be able to act more quickly and with less expense.  Approval of revisions to the FundTrusts’ fundamental policies with respect to retain
new unaffiliated subadvisers.borrowing requires the affirmative vote of a “majority of the outstanding voting securities” of each Fund. Under the Manager1940 Act, the vote of Managers Order, the Manager is responsible, subject
to the general supervisiona “majority of the Board, to:

         1. set each fund's overall investment strategies;
         2. evaluate, select and recommend subadvisers to manage all or partoutstanding voting securities” means the affirmative vote of the assets within each fund;
         3. monitor and evaluate a subadviser's investment programs, including
            their analysislesser of economic and market trends and results, as well as
            the performance(a) 67% or more of the subadviser relative to applicable benchmark
            indices; and
         4. review a subadviser's compliance withvoting securities present at the fund's investment
            objectives, policies and restrictions, as well as with laws and
            regulations applicable toMeeting or represented by proxy if the fund.


      The Manager will also recommend to the Board whether a subadvisory
agreement should be renewed, modified or terminated. The Manager, and not the
funds, bears the costholders of more than 50% of the subadvisory fees payable to any such subadviser.


      A fund's subadviser has discretion and is responsible, subject to the
general supervisionoutstanding voting securities are present or represented by proxy or (b) more than 50% of the Manager and subject tooutstanding voting securities. Each Fund will vote separately on the fund's investment
objectives, policies and restrictions, for all investment decisions relating to
the purchase, retention and sale of securities for the fund.

      The Board oversees the performance of the Manager pursuant to the
Investment Management Agreement and evaluates and approves the selection of all
subadvisers and any initial subadvisory agreements or modifications to existing
subadvisory agreements. In reviewing initial subadvisory agreements or
modifications to existing subadvisory agreements, the Board analyzes all factorsproposal. This means that it considers to be relevant to its determination, including the subadvisory
fees, the nature, quality and scope of services to be provided by the subadviser
and the investment performance of the assets managed by the subadviser in the
particular style for which a subadviser is sought.

      Application of the Manager of Managers Order to the Fund would permit the
Manager, with the approval of the Board, to select unaffiliated subadvisersproposal by shareholders of one Fund is not contingent upon approval by shareholders of any other Fund. If one Fund approves the proposal and enter into and materially amend subadvisory agreements with unaffiliated
subadvisers on behalf ofanother Fund does not, the Fund without shareholder approval. The Manager of
Managers Order doeswhose shareholders approved the proposal will change its fundamental policy with respect to borrowing, while the other Fund’s policy will not permit an increase in the investment advisory fees paid
by the Fund to the Manager without shareholder approval and would not diminish
the Manager's responsibilities to the Fund, including the Manager's overall
responsibility for the portfolio management services provided by subadvisers.

      Under the Manager of Managers Order, shareholders would receive notice of,
and information pertaining to, any new subadvisory agreement and the fees
payable thereunder, or any material change to an existing subadvisory agreement.
Shareholders would receive the same information about a new subadviser or a new
or revised subadvisory agreement that they would receive in a proxy statement in
the absence of the "manager of managers" structure. In each case, shareholders
will receive such notice and information as required by the Manager of Managers
Order or by SEC rule, as applicable.


                                       3
change.

12

If this Proposal is not approved by the shareholders of a Fund approve the proposal, the change in that Fund’s fundamental policy with respect to borrowing will become effective when the Fund’s registration statement is revised or supplemented to reflect the change, which is expected to occur shortly following the Meeting. If shareholders of a Fund do not approve the proposal, that Fund will continue to operate under its current fundamental policy.
Board Recommendation.  The Board of Trustees will consider what further action should be taken, including
resubmittingunanimously recommends a vote FOR the Proposalproposal to shareholders for approval inratify the future. Until the
Proposal is approved by the Fund's shareholders, shareholder approval will
continue to be required for the Manager to retain a new subadviser or to enter
into any new subadvisory agreement or to materially amend any existing
subadvisory agreement for the Fund.

BOARD APPROVAL OF THE "MANAGER OF MANAGERS" STRUCTURE


      The Board initially approved the Trust's applicationrevisions to the SEC for the
Manager of Managers Order priorTrusts’ fundamental policies with respect to the submission of that application. At an in-
person meeting held on February 19 and 20, 2010, the Board, including the
Trustees of the Trust who are not "interested persons" as defined in the 1940
Act, considered and unanimously re-approved the application of the "manager of
managers" structure to the Fund and determined to obtain shareholder approval of
the same.


      In evaluating the "manager of managers" arrangement, the Board considered
various factors, including:

         1. The Board's own experience since the date of the Manager of Managers
            Order with the Trust's "manager of managers" structure and with
            evaluating and approving the funds' subadvisers and subadvisory
            agreements;

         2. The "manager of managers" structure enables the Manager and the
            Board to act more quickly, and with less expense to a fund, in
            appointing new subadvisers when the Manager and the Board believe
            that such appointment would be in the best interests of a fund, its
            shareholders and Contract owners indirectly invested in the fund;


         3. The Manager will continue to (a) set the Fund's overall investment
            strategies; (b) monitor and evaluate the performance of each
            subadviser; and (c) implement procedures reasonably designed to
            ensure that the subadviser(s) comply with the Fund's investment
            objectives, policies and restrictions; and


         4. No subadviser could be appointed, removed or replaced without the
            Board's approval and involvement.

              THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
             OF THE FUND VOTE "FOR" THE APPROVAL OF THIS PROPOSAL.


                                 borrowing.

OTHER MATTERSMATTERS.  The Board anticipates and knows of no other matters that may properly be, or that are likely to be, brought before the Meeting. However, if any other business shall properly come before the Meeting, the personsinsurance company named on your voting instruction form intendintends to vote in accordance with theirits best judgment.
13

SECTION C - OTHERB – Other Information Regarding The Trusts
OFFICER INFORMATION REGARDING THE TRUST

                            MANAGEMENT OF THE TRUST

      Overall responsibility for management of
The following table sets forth important information regarding the Trust rests with its Board,
the members of which are elected by the shareholders of the Trust. The Trustees
elect officers of the Trust to supervise its day-to-day operations. Subject toTrusts (along with Brian Muench, the Declaration of Trust, the Board manages the business“Officers”). Mr. Muench is President of the Trusts. Information regarding Mr. Muench may be obtained from the Trustee Nominee table in Section A, Proposal No. 1 above. Each of the Officers has indicated that he is willing to serve as an Officer. The term of office for each Officer is indefinite.  No executive officer or person affiliated with the Trusts, other than the Trustees, received compensation from any Fund for the fiscal year ended December 31, 2020, in excess of $60,000.
Name, Address, and Birth Year
Position(s)
Held with the Trusts
Length
of Time Served
Principal Occupation(s) During
Past 5 Years
Erik T. Nelson (1972)
5701 Golden Hills Drive
Minneapolis, MN 55416
Secretary
Since 12/20
Chief Legal Officer, AIM; Associate General Counsel, Senior Counsel, Allianz Life, 2008 to present
Bashir Asad (1963)
Citi Fund Services Ohio, Inc.
4400 Easton Commons,  Suite 200
Columbus, OH 43219
Treasurer, Principal Accounting Officer and Principal Financial Officer
Since 6/16
Senior Vice President, Citi Fund Services Ohio, Inc., 2011 to present
Chris Pheiffer (1968)
5701 Golden Hills Drive
Minneapolis, MN 55416
Chief Compliance Officer(1) and Anti-Money Laundering Compliance Officer
Since 2/14
Chief Compliance Officer of the Trusts, 2014 to present, and AIM ETF Products Trust, 2020 to present
Darin Egbert (1975)
5701 Golden Hills Drive
Minneapolis, MN  55416
Vice President
Since 2/16
Vice President, AIM, 2020 to present; previously, Assistant Vice President, AIM, 2015 to 2020
Michael Tanski (1970)
5701 Golden Hills Drive
Minneapolis, MN  55416
Vice President
Since 4/09
Assistant Vice President, AIM, 2013 to present

(1) AIM and the Trustees have all powers necessaryTrusts are parties to a Compliance Services Agreement under which AIM provides an employee of AIM or convenientone of its affiliates to carry out this
responsibility including the power to engage in transactions of all kinds on
behalf of the Trust. The Board is responsible for oversight of the officers and
may elect and remove, with or without cause, such officersact as the Board
considers appropriate.

      Trusts’ Chief Compliance Officer.
14


SHAREHOLDERS AND CONTRACT OWNERS
The shareholders of theeach Trust are insurance company separate accounts.  Separate account contract ownersContract Owners own units in the insurance company separate accounts through the Contracts,variable life insurance policies and variable annuity contracts, and the separate accounts in turn own shares of 4
the VIP Trust or FOF Trust, among other mutual fund investment options. In addition, shares of certain Funds also may be held by other Funds that are managed as funds of funds (the “Funds of Funds”).
A contract ownerContract Owner may communicate with the Board of either Trust by phone at (800) 624-0197,
1-800-624-0197, or by mail at 5701 Golden Hills Drive, A3-765, Minneapolis, Minnesota 55416. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee.
OUTSTANDING SHARES
The number of shares outstanding and the number of votes entitled of the Fund outstanding atFunds of the closeVIP Trust and FOF Trust and each of businessthe Fund’s share classes on Februarythe record date, March 5, 2010 (the "Record Date"),2021, is listed in the table below.

      The officersfollowing tables.  Shareholders are entitled to one vote for each dollar, and Trusteesa fractional vote for each fraction of a dollar, of net asset value per share for each share held on the record date. Similarly, the number of Fund shares for which Contract Owners may provide instructions will be based on the dollar amount of Fund shares that that the Contract Owner owns beneficially through the subaccount accumulation units and/or annuity units in its Contract on the record date.  Each accumulation unit or annuity unit represents a specified dollar value and a specified number of Fund shares.  For each dollar of value, the Contract Owner is permitted to vote one Fund share.  Fractional votes are also counted.
VIP Trust
Fund
Number of Shares Outstanding
 
Number of Votes Entitled
(number of shares outstanding times net asset value per share)
 
AZL® DFA Five-Year Global Fixed Income Fund
42,485,363.49
 
 
409,558,904.06
AZL® DFA International Core Equity Fund
 
23,193,155.20
 
265,329,695.49
 
AZL® DFA U.S. Core Equity Fund
 
31,231,885.92
 
485,968,144.85
 
AZL® DFA U.S. Small Cap Fund
 
11,818,643.44
 
174,561,363.53
 
AZL® Enhanced Bond Index Fund
 
185,510,021.88
 
2,116,669,349.67
 
AZL® Fidelity Institutional Asset Management® Multi-Strategy Fund
 
38,048,169.29
 
550,176,527.90
 
15


Fund
Number of Shares Outstanding
 
Number of Votes Entitled
(number of shares outstanding times net asset value per share)
 
AZL® Fidelity Institutional Asset Management® Total Bond Fund
 
 
 
Class 1
2,091,928.80
 
21,944,333.14
 
Class 2
40,342,160.28
 
436,098,752.58
 
Total
42,434,089.08
 
458,043,085.73
 
AZL® Gateway Fund
 
9,897,706.86
 
145,793,222.11
 
AZL® Government Money Market Fund
 
484,100,833.17
 
484,100,833.17
 
AZL® International Index Fund
 
 
Class 1
8,414,773.24
 
100,135,801.52
 
Class 2
82,978,528.64
 
1,462,911,459.87
 
Total
91,393,301.87
 
1,563,047,261.39
 
AZL® MetWest Total Return Bond Fund
 
27,649,900.38
 
295,300,936.09
 
AZL® Mid Cap Index Fund
 
 
Class 1
6,054,070.42
 
56,060,692.10
 
Class 2
40,050,869.01
 
1,061,348,028.79
 
Total
46,104,939.43
 
1,117,408,720.89
 
AZL® Moderate Index Strategy Fund
 
42,291,577.74
 
608,998,716.52
 
AZL® MSCI Emerging Markets Equity Index Fund
 
 
Class 1
2,041,938.81
 
17,683,190.05
 
Class 2
28,056,238.06
 
242,967,021.63
 
Total
30,098,176.87
 
260,650,211.68
 
AZL® MSCI Global Equity Index Fund
21,100,980.88
 
306,808,262.04
 

AZL® Russell 1000 Growth Index Fund
 
 
Class 1
4,733,157.35
 
66,311,534.46
 
Class 2
47,418,361.77
 
955,005,806.01
 
Total
52,151,519.12
 
1,021,317,340.47
 
AZL® Russell 1000 Value Index Fund
 
 
Class 1
15,809,398.78
 
155,090,202.04
 
Class 2
55,896,392.94
 
757,955,088.21
 
Total
71,705,791.72
 
913,045,290.25
 
AZL® S&P 500 Index Fund
 
 
Class 1
4,119,014.85
 
86,252,170.98
 
Class 2
130,631,391.54
 
2,710,601,374.48
 
Total
134,750,406.39
 
2,796,853,545.46
 
AZL® Small Cap Stock Index Fund
 
 
Class 1
4,204,094.03
 
48,725,449.76
 
Class 2
50,610,135.91
 
824,945,215.40
 
Total
54,814,229.94
 
873,670,665.16
 
AZL® T. Rowe Price Capital Appreciation Fund
 
62,915,330.09
 
1,358,341,976.71
 

16



FOF Trust

Fund
Shares Outstanding
Number of Votes Entitled
(number of shares outstanding times net asset value per share)
AZL MVP FusionSM Balanced Fund
 
73,177,663.56
812,272,065.52
AZL MVP FusionSM Conservative Fund
 
19,723,584.31
234,907,889.11
AZL MVP FusionSM Moderate Fund
 
168,116,007.94
1,872,812,328.43
AZL® Balanced Index Strategy Fund
 
23,599,366.56
415,348,851.51
AZL® MVP Balanced Index Strategy Fund
 
22,567,056.45
318,872,507.62
AZL® MVP Growth Index Strategy Fund
 
159,309,334.39
2,574,438,843.68
AZL® MVP Moderate Index Strategy Fund
 
34,264,796.18
524,594,029.58
AZL® MVP Global Balanced Index Strategy Fund
 
57,206,900.99
699,068,330.07
AZL® DFA Multi-Strategy Fund
 
62,873,271.42
956,302,458.36
AZL® MVP DFA Multi-Strategy Fund
 
7,736,284.22
93,686,401.90
AZL® MVP Fidelity Institutional Asset Management® Multi-Strategy Fund
 
19,454,346.30
253,101,045.30
AZL® MVP T. Rowe Price Capital Appreciation Plus Fund
 
97,363,421.66
1,384,507,856.03
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Trust cannot directly own shares ofTrusts, the Fund and they cannot beneficially own shares ofpersons listed in the Fund unless they purchase
Contracts issued by Allianz. Atfollowing table are the Record Date, the officers and Trustees of
the Trust as a grouponly persons who beneficially owned lessmore than one percent5% of the outstanding shares of the Fund.

      In addition to directly owning sharesany class of any of the Fund, Allianz and its
separate accounts own sharesFunds as of the Fund indirectly through ownership of shares
of the record date, March 5, 2021.

VIP TRUST
Title of Class
Name and Address of Beneficial Owner
Shares Held
Percent of
Fund/Class Held
AZL DFA Five-Year Global Fixed Income Fund
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
40,913,804.11
96.30%
AZL DFA International Core Equity Fund
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
23,193,155.20
100%
AZL DFA U.S. Core Equity Fund
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
31,231,885.92
100%
AZL DFA U.S. Small Cap Fund
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
11,818,643.44
100%
AZL Enhanced Bond Index Fund
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
162,373,878.50
87.53%
n/a
AZL Moderate Index Strategy Fund, a series of the Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
20,447,113.19
11.02%
AZL Fidelity Institutional Asset Management® Multi-Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
19,629,578.15
51.59%
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
16,640,366.78
43.73%
AZL Fidelity Institutional Asset Management® Total Bond Fund
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
1,932,588.86
92.38%
Class 1
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
159,339.95
7.62%
17


Title of Class
Name and Address of Beneficial Owner
Shares Held
Percent of
Fund/Class Held
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
14,503,063.71
35.95%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
24,043,799.43
59.60%
AZL Gateway Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
4,584,202.25
46.32%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
562,815.21
5.69%
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
4,750,689.40
48.00%
AZL Government Money Market Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
447,922,245.19
92.53%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
36,178,587.98
7.47%
AZL International Index Fund
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
7,967,388.69
94.68%
Class 1
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
447,384.55
5.32%
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
22,832,591.94
27.52%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
53,711,063.55
64.73%
Class 2
AZL Moderate Index Strategy Fund, a series of the Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
5,291,592.54
6.38%
18


Title of Class
Name and Address of Beneficial Owner
Shares Held
Percent of
Fund/Class Held
AZL MetWest Total Return Bond Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
3,110,323.73
11.25%
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
24,253,678.58
87.72%
AZL Mid Cap Index Fund
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
5,767,100.24
95.26%
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
16,277,373.18
40.64%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
20,632,879.59
51.52%
Class 2
AZL Moderate Index Strategy Fund, a series of the Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
2,186,890.71
5.46%
AZL Moderate Index Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
39,875,689.95
94.29%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
2,415,887.59
5.71%
19


Title of Class
Name and Address of Beneficial Owner
Shares Held
Percent of
Fund/Class Held
AZL MSCI Emerging Markets Equity Index Fund
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
1,965,133.37
96.24%
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
11,533,265.13
41.11%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
16,014,194.15
57.08%
AZL MSCI Global Equity Index Fund
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
20,759,775.19
98.38%
AZL Russell 1000 Growth Index Fund
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
4,446,206.73
93.94%
Class 1
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
286,950.62
6.06%
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
30,805,894.35
64.97%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
15,335,869.65
32.34%
AZL Russell 1000 Value Index Fund
20


Title of Class
Name and Address of Beneficial Owner
Shares Held
Percent of
Fund/Class Held
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
14,515,395.24
91.81%
Class 1
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
1,294,003.54
8.19%
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
29,722,781.33
53.17%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
25,019,417.07
44.76%
AZL S&P 500 Index Fund
21


Title of Class
Name and Address of Beneficial Owner
Shares Held
Percent of
Fund/Class Held
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
3,996,788.98
97.03%
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
39,534,619.44
30.26%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
79,760,738.63
61.06%
Class 2
AZL Moderate Index Strategy Fund, a series of the Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
9,335,970.47
7.15%
AZL Small Cap Stock Index Fund
Class 1
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
4,135,718.50
98.37%
Class 2
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
30,666,044.90
60.59%
Class 2
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
16,987,593.29
33.57%
AZL T. Rowe Price Capital Appreciation Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
28,706,350.63
45.63%
n/a
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN  55416
33,082,309.23
52.58%

22



FOF Trust. Accordingly, Allianz, directly and indirectly through its
separate accounts, was the only shareholder of the Fund at the Record Date.

      To the best knowledge of the Fund, no person other than Allianz, owned, of
record or beneficially, 5% or more of the outstanding shares of the Fund at the
Record Date. Information relating to Allianz' ownership in the Fund at the
Record Date is provided below:


FUND        SHARES OUTSTANDING    ALLIANZ LIFE INSURANCE COMPANY OF NORTH      ALLIANZ LIFE INSURANCE COMPANY OF NEW        FOF
                                    AMERICA (SHARES / PERCENT OF SHARES           YORK (SHARES / PERCENT OF SHARES     TRUST(SHARES
                                                OUTSTANDING)                                OUTSTANDING                / PERCENT OF
                                                                                                                          SHARES
                                                                                                                        OUTSTANDING
____________________________________________________________________________________________________________________________________



                     6,196,659               5,913,296 / 95.4%                             283,363 / 4.6%                  None
AZL
Schroder
Emerging
Markets
Equity
Fund(Class
1)
AZL                 46,771,511               34,895,099 / 74.6%                           1,396,523 / 3.0%             10,479,889 /
Schroder                                                                                                                   22.4%
Emerging
Markets
Equity
Fund(Class
2)
TRUST
Title of Class
Name and Address of Beneficial Owner
Shares Held
Percent of
Fund/Class Held
AZL Balanced Index Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
21,987,280.73
93.17%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
1,612,085.83
6.83%
AZL DFA Multi-Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
57,083,538.43
90.79%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
5,789,733.00
9.21%
AZL MVP Balanced Index Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
19,592,299.42
86.82%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
2,974,757.03
13.18%
AZL MVP DFA Multi-Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
6,908,646.99
89.30%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
827,637.23
10.70%
AZL MVP Fidelity Institutional Asset Management® Multi-Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
16,908,328.86
86.91%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
2,546,017.44
13.09%
AZL MVP Fusion Balanced Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
66,406,613.43
90.75%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
6,771,050.13
9.25%
AZL MVP Fusion Conservative Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
17,939,526.51
90.95%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
1,784,057.80
9.05%
AZL MVP Fusion Moderate Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
150,234,418.98
89.36%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
17,881,588.96
10.64%
AZL MVP Global Balanced Index Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
50,167,208.40
87.69%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
7,039,692.59
12.31%
AZL MVP Growth Index Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
138,931,018.12
87.21%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
20,378,316.27
12.79%
AZL MVP Moderate Index Strategy Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
30,015,479.46
87.60%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
4,249,316.72
12.40%
AZL MVP T. Rowe Price Capital Appreciation Plus Fund
n/a
Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN  55416
84,367,268.32
86.65%
n/a
Allianz Life Insurance Company of New York
1633 Broadway, 42nd Floor
New York, NY 10019
12,996,153.35
13.35%

23

ANNUAL REPORTS OF THE TRUST

      TRUSTS
Upon request, the TrustTrusts will send to you a copy of the most recent annual report and the most recent semi-annual report succeeding the annual report, if any.  Please contact the TrustTrusts by phone at (800) 624-0197,1-800-624-0197, or by mail at 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, and one will be sent to you, without charge, by first class mail, within three business days.
SHAREHOLDER PROPOSALS

      The
Neither Trust is not required to hold annual shareholdershareholders meetings.  Since theneither Trust does not holdholds regular shareholder meetings of shareholders, the anticipated date of the next shareholdershareholders meeting cannot be provided.  Any shareholder proposal which may properly be included in the proxy solicitation material for a shareholdershareholders meeting must be received by the respective Trust at its offices at 5701 Golden Hills Drive, Minneapolis, MN 55416 by a reasonable time before thesuch Trust begins to print and send proxy materials to shareholders.  A shareholder proposal may be presented at a meeting of shareholders only if such proposal
24


concerns a matter that may be properly brought before the meeting under applicable federal securities laws, state law and a Trust’s governing instruments.
SHAREHOLDERS WITH THE SAME ADDRESS
The Trust'sTrusts’ practice is to "household,"“household,” or consolidate shareholder mailings of proxy statements to shareholders who share the same address.  This means that a single copy of this proxy statement is sent to the address of 5
record.  If at any time you wish to receive multiple copies of the proxy statement at your address, you may contact the TrustTrusts by phone at (800) 624-0197,1-800-624-0197, or by mail at 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, and the TrustTrusts will mail additional proxy statements for each of your accounts within 30 days of your request.  You may also contact the TrustTrusts in the same manner and request that you receive a single copy of proxy statements if you are receiving multiple copies at a particular address.
OTHER INFORMATION
The names and addresses of the Trust'sTrusts’ investment adviser, principal underwriter and administrator are as follows:
Investment adviser:Allianz Investment Management LLC
                                                                      5701 Golden Hills Drive
                                                                      Minneapolis, MN 55416


      Principal Underwriter/
Distributor:Allianz Life Financial Services, LLC
                                                                      5701 Golden Hills Drive
                                                                      Minneapolis, MN 55416
Administrator:Citi Fund Services Ohio, Inc.
                                     3435 Stelzer Road
                                                                      4400 Easton Commons, Suite 200
                                                                      Columbus, OH 43219
Allianz Life:Allianz Life Insurance Company of North America
                                                                      5701 Golden Hills Drive
                                                                      Minneapolis, MN 55416
Allianz Life of NY:Allianz Life Insurance Company of New York
                                     One Chase Manhattan Plaza, 38[th]
                                                                      1633 Broadway, 42nd Floor
                                                                      New York, NY 10005-1422


10019
SECTION D - PROXY VOTING AND SHAREHOLDER MEETING INFORMATION

      A special meetingC – Proxy Voting and Shareholder Meeting Information

The Meeting of shareholders of the FundFunds will be held as specified in the Notice of Special Joint Meeting that accompanies this proxy statement.  At the Meeting, shareholders (the separate accounts) will vote their shares of the Fund.

      Funds.
You have the right to instruct Allianz Life and/or Allianz Life of NY (together, “Allianz”) on how to vote the shares of the FundFunds held under your Contract.  The number of Fund shares for which you may provide instructions will be based on the dollar amount of Fund shares that you own beneficially through the subaccount accumulation units and/or annuity units in your Contract on the Record Date (Februaryrecord date, March 5, 2010).2021.  Each accumulation unit or annuity unit represents a specified dollar value and a specified number of Fund shares.  For each dollar of value, you arethe Contract Owner is permitted to vote one vote.Fund share.  Fractional votes
25


are counted for each fraction of a dollar of value.counted.  If you execute and return your voting instruction form, but do not provide voting instructions, Allianz will vote the shares underlying your Contract in favor of the Proposalsproposals described above.  Allianz will vote any shares for which it does not receive voting instructions, and any shares which it or its affiliates hold for their own account, in proportionately the same manner as shares for which it has received voting instructions.  Allianz will not require voting instructions for a minimum number of shares, and therefore a small number of shareholders could determine the outcome of a Proposal.

      any proposal.
For the Meeting to proceed, there must be a quorum.  This means that at least 25% of a Fund'sFund’s shares must be represented at the Meeting either in personby their virtual presence or by proxy.  Because Allianz, together with the Funds of Funds, is the only shareholder of the Fund,Funds, its presence at the Meeting in personvirtually or by proxy will meet the quorum requirement.


                                       6



      The approval
Approval of the Proposal 1 requires the affirmative vote of a majorityplurality of the shares of the applicable Trust voted virtually at the Meeting or by proxy at the Meeting.  Approval of Proposals 2 and 3, require the affirmative vote of a “majority of the outstanding sharesvoting securities” of the Fund on the Record Date as defined inappropriate Fund.  Under the 1940 Act.

      Act, the vote of a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities.  With respect to Proposals 2 and 3, votes to ABSTAIN will have the same effect as votes cast AGAINST the Proposal.  With respect to Proposal 1, votes to ABSTAIN will have no effect.  The votes of each Fund of each separate Trust, respectively, will be counted together with respect to the election of the Nominees to the Board; the Trusts vote separately.
You may revoke your voting instructions up until 4:00 p.m. Central time on the day prior to the Meeting by giving written noticegoing to Allianz prior to that
timethe website or by mail to Allianz Variable Insurance Products Trust, c/o Advisory
Management, A3-765, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416,calling the phone number printed on your voting instruction card or by executing and returning to Allianz a voting instruction form with a later date.
You may also attend the Meeting and vote in person. If you need a new voting instruction form, please call the Fund at (800) 328-5601, ext. 35857,1-800-624-0197, and a new voting instruction form will be sent to you.  If you return an executed form without voting instructions, your shares will be voted "FOR"“FOR” the Proposals.

      proposal.  Only shareholders of record of the Funds may virtually attend the Meeting and vote.  Allianz Life and Allianz Life of NY, together with the Funds of Funds, are the sole shareholders of the Funds and are entitled to vote all of the shares of the Funds. However, Allianz Life and Allianz Life of NY will vote outstanding shares of the Funds held by them in accordance with instructions given by Contract Owners for which the Funds serve as a funding vehicle.  Contract Owners may virtually attend the Meeting but may not provide voting instructions at the meeting.
The FundFunds will pay all costs of solicitation, including the cost of preparing and mailing the Notice of Special Joint Meeting of shareholders and this proxy statement to contract owners, except that the Manager has agreed to pay
the costs of mailing the materials via first class mail to the extent that such
costs exceed the costs of mailing the materials via third class mail.Contract Owners.  Representatives of the Manager,AIM, without cost to the Fund,Funds, also may solicit voting instructions from contract ownersContract Owners by means of mail, telephone, or personal calls.

ADJOURNMENT

      In
If a quorum is not present at a Meeting, or if a quorum is present at a Meeting but sufficient votes to approve one or more of the event that voting instructions received by the time scheduled for
the Meetingproposed items are not sufficient to approve a Proposal,received, representatives of Allianz may move for one or more adjournments of the Meeting for a period of not more
than 120 days in the aggregate to allowpermit further solicitation of voting instructions on the Proposal.instructions.  Any such adjournment requireswill require the affirmative vote of a majority of the voting power of the sharesthose present at the Meeting.  Representatives of Allianz will vote in favor of adjournment.  The FundFunds will pay the costs of any additional solicitation and of any adjourned Meeting.  A shareholder vote may be taken on one or more Proposalsof the proposals in this proxy statement prior to adjournment if sufficient voting instructions have been received.


By Order of the Board of Trustees,

                                     /s/ Michael J. Radmer

                                     Michael J. Radmer
                                     
/s/ Erik T. Nelson
Erik T. Nelson
Secretary
Dated: February 22, 2010





                                       7





                    EVERY CONTRACT OWNER'S VOTE IS IMPORTANT


                                        YOUR VOTE IS IMPORTANT![April __], 2021
26


APPENDIX A
Information Regarding the Auditor and Audit Fees

Auditors.  PricewaterhouseCoopers LLP (“PwC”), 300 Madison Avenue, New York, NY 10016, is the independent registered public accounting firm for the Trusts.  PwC provides audit services, tax return preparation and assistance, and audit related services in connection with certain SEC filings for the Trusts.  The Audit Committee and the Board of each Trust have selected PwC as the independent auditors for each Trust for the current fiscal year.  Representatives of PwC are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.

Audit Fee Information

Audit Fees.  The aggregate fees paid for professional services rendered by PwC for the audit of the Funds’ annual financial statements or for services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for the last two fiscal years were:

Allianz Variable Insurance Products Trust (“VIP Trust”):

Fiscal Year Ended December 31, 2020
Fiscal Year Ended December 31, 2019
$329,300
$347,104

Allianz Variable Insurance Products Fund of Funds Trust (“FOF Trust”):

Fiscal Year Ended December 31, 2020
Fiscal Year Ended December 31, 2019
$176,130
$180,701

Audit-Related Fees.  There were no fees paid for assurance and related services rendered by PwC to the Trusts that are reasonably related to the performance of the audit or review of the Funds’ financial statements and not reported under “Audit Fees” above for the fiscal years ended December 31, 2020 and 2019.

For the fiscal years ended December 31, 2020 and 2019, neither Trust received any audit-related services pursuant to a waiver from the audit committee approval or pre-approval requirement under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Tax Fees.  The aggregate fees paid for professional services rendered by PwC to the Funds for tax compliance, tax advice or tax planning services (together, “tax services”) for the last two fiscal years were:

VIP TRUST:

Fiscal Year Ended December 31, 2020
Fiscal Year Ended December 31, 2019
$125,375
$129,700

FOF Trust:

Fiscal Year Ended December 31, 2020
Fiscal Year Ended December 31, 2019
$55,620
$54,000




27



The Tax Services for which fees were paid includes preparation of U.S. corporate income tax returns, Form 1120 RIC, Form 1920(b) and Delaware information return.

For the fiscal years ended December 31, 2020 and 2019, neither Trust received any tax services pursuant to a waiver from the audit committee approval or pre-approval requirement under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

All Other Fees.  There were no aggregate fees paid for products and services provided by PwC to the Funds, other than the services reported above, for the last two fiscal years ended December 31, 2020 and 2019.

For the fiscal years ended December 31, 2020 and 2019, neither Trust received any other services pursuant to a waiver from the audit committee approval or pre-approval requirement under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Aggregate Non-Audit Fees.  The aggregate fees billed for each of the last two fiscal years for professional services rendered by PwC for tax compliance, tax advice, and tax planning were as follows:

VIP TRUST:

Fiscal Year Ended December 31, 2020
Fiscal Year Ended December 31, 2019
$125,375
$129,700

FOF Trust:

Fiscal Year Ended December 31, 2020
Fiscal Year Ended December 31, 2019
$55,620
$54,000

The Audit Committee of the Trusts is responsible for pre-approving all audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence.  Before each Trust engages the independent auditor to render a service, the engagement must be specifically approved by the Audit Committee.  The Committee may delegate preapproval authority to one or more of its members but has not done so.  The Committee may not delegate to management the Committee’s responsibilities to pre-approve services performed by the independent auditor.

The Audit Committee has not needed to consider whether the provision of non-audit services, including tax-related services, that were rendered to AIM, or to any entity controlling, controlled by, or under common control with AIM that provides ongoing services to the Funds, and that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining PwC’s independence as no such non-audit services were provided by PwC.





28

APPENDIX B
CHARTER FOR
THE NOMINATING AND NOW YOU CAN VOTE ON THE PHONE OR THE
                                        INTERNET.

                                        IT SAVES MONEY! TELEPHONE AND INTERNET
                                        VOTING SAVES POSTAGE COSTS. SAVINGS
                                        WHICH CAN HELP MINIMIZE FUND EXPENSES.

                                        IT SAVES TIME! TELEPHONE AND INTERNET
                                        VOTING IS INSTANTANEOUS - 24 HOURS A
                                        DAY.

                                        IT'S EASY! JUST FOLLOW THESE SIMPLE
                                        STEPS:

                                        1. READ YOUR PROXY STATEMENT AND HAVE IT
                                        AT HAND.

                                        2. CALL TOLL-FREE 1-866-235-4258 OR GO
                                        TO WEBSITE: WWW.PROXY-DIRECT.COM

                                        3. ENTER THE 14-DIGIT NUMBER LOCATED IN
                                        THE SHADED BOX FROM YOUR VOTING
                                        INSTRUCTION CARD.

                                        4. FOLLOW THE RECORDED OR ON-SCREEN
                                        DIRECTIONS.

                                        5. DO NOT MAIL YOUR VOTING INSTRUCTION
                                        CARD WHEN YOU VOTE BY PHONE OR INTERNET.




                  Please detach at perforation before mailing.


VOTING INSTRUCTION  CORPORATE GOVERNANCE COMMITTEE
OF
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
AND
AIM ETF PRODUCTS TRUST

This Charter sets forth the purpose, authority, and responsibilities of the Nominating and Corporate Governance Committee (the “Committee”) of the Boards of Trustees of the Allianz Variable Insurance Products Trust (the “VIP Trust”), the Allianz Variable Insurance Products Fund of Funds Trust (the “FOF Trust”), and the AIM ETF Products Trust (the “ETF Trust”) (collectively, the VIP Trust, the FOF Trust and the ETF Trust are referred to as the “Trusts”).  The Charter will be reviewed by the Committee annually and approved annually by the Boards of Trustees of the Trusts (collectively, the “Board”).
Purpose
The Nominating and Corporate Governance Committee has two primary purposes:  (1) responsibility for the identification and nomination of one or more persons to serve as a member of the Board, and (2) responsibility for corporate governance matters affecting the Trusts, including oversight of the independence and effectiveness of the Board.
Authority
The Committee has been duly established by the Board, and the Trusts will provide the Committee with appropriate resources to discharge its responsibilities effectively.
Composition and Term of Members of the Committee
The Committee shall be composed entirely of persons who are members of the Board who are not “interested persons” of the Trusts (“Independent Trustees”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“1940 Act”).  The members of the Board who are members of the Committee are listed in Exhibit A hereto.  The members of the Committee shall designate one or more members to serve as Chair of the Committee.1  The Chair and each member of the Committee shall serve until a successor is appointed.
Meetings
1.The Chair of the Committee shall call meetings on an “as needed” basis to address the Committee’s responsibility for the nomination of one or more persons to serve as a member of


1  For purposes of this Charter, the term “Chair” is intended to mean “Chair or Co-Chair,” and the use of the masculine gender in a pronoun is intended to include the feminine gender.
29


the Board.  Meetings regarding that responsibility may be held as often as deemed appropriate by the Chair of the Committee
2.Meetings regarding the Committee’s responsibility for corporate governance matters affecting the Trusts shall be held no less frequently than annually, and may be held as part of or otherwise incident to the regular meetings of the Board.
3.Counsel to the Independent Trustees of the Trusts will serve as counsel to the Committee and will be responsible for preparing the minutes of the meetings of the Committee. Minutes of each such meeting will be circulated to all members of the Committee in a timely manner.
Responsibilities
1.The Committee shall provide assistance to the Board in fulfilling its responsibilities to the shareholders of the Trusts.  Each member of the Committee shall endeavor to be informed about current practices for open-end management investment company boards.
2.It shall be the expectation of the Committee that each member of the Board will devote the degree of attention to the work of the Board and its Committees necessary to participate actively in the discussions and decisions of the Board and its Committees.  In that regard, it shall be the expectation of the Committee that, absent a compelling reason, each member of the Board will attend each meeting of the Board or its Committees.  Finally, it shall be the policy of the Committee that any member of the Board who fails to meet these standards shall be asked to resign his or her position on the Board.
Board Nominations and Functions
1.As required by Rule 0-1(a)(7) and related rules under the 1940 Act, the members of the Committee shall nominate persons to become Independent Trustees of the Trusts.  The Committee shall evaluate the qualifications of a candidate to become an Independent Trustee and his or her independence from Allianz Investment Management LLC, the various sub-advisers, and other principal service providers to the Trusts.  A candidate must be “disinterested” in terms of both the letter and the spirit of Section 2(a)(19) of the 1940 Act, as well as satisfy the requirements of the Sarbanes-Oxley Act of 2002.  The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair the independence of a candidate, such as business, financial, or family relationships with Allianz Investment Management LLC, the various sub-advisers, or principal service providers to the Trusts.  The principal criteria for selection of candidates are their ability to contribute to the overall functioning of the Board and to carry out the responsibilities of the Trustees.  The Board collectively should represent a broad cross section of backgrounds, functional disciplines, and experience.  The Committee shall also be responsible for the orientation of new trustees and the ongoing education of all trustees.
2.Candidates may be recommended by members of the Committee and by members of the Board.  Each candidate will be evaluated by the Committee with respect to the relevant business and industry experience that would enable the candidate to serve effectively as an Independent Trustee, as well as his or her compatibility with respect to business philosophy and
30


3.style.  The members of the Committee may conduct an in-person interview of each viable candidate using a standardized questionnaire.  When all of the viable candidates have been evaluated and interviewed, the Committee shall determine which of the viable candidates should be presented to the Board for selection to become a member of the Board.
4.The Committee shall review the corporate governance procedures of the Board no less frequently than annually and shall recommend any appropriate changes to the Board.
5.The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with backgrounds or skill sets different from those persons who are already serving as members of the Board.
6.The Committee shall periodically review the compensation received by Independent Trustees and shall recommend any appropriate changes to the amount or form of such compensation to the Board.
7.The Committee may take any other action required to comply with the fund governance standards defined in Rule 0-1(a)(7) as now or as hereafter in effect or any other governance standards imposed by any successor or other regulation to which the Trusts are subject.
Nominations with respect to Other Committees of the Board
1.The Committee shall make nominations for membership on all of the committees created by the Board and shall review such assignments no less frequently than annually.
2.The Committee shall review, as necessary and no less frequently than annually, the responsibilities of each of the committees created by the Board, including whether there is a continuing need for such a committee, whether there is a need for the Board to create any additional committees, and whether any of the existing committees should be combined or reorganized.  The Committee shall make recommendations for any such action to the Board.
3.The Committee shall consider whether it would be appropriate to impose term limits on the Chair of a Committee, subject to the ability of the Committee to decide to override any term limit that might be imposed and reappoint the current incumbent Chair for an additional term.
4.The Committee shall have responsibility for considering whether the Chair of any other Committee should be paid an additional stipend based on their duties and responsibilities and shall recommend any such stipend to the Board for approval.
Additional Responsibilities of the Chair of the Committee
1.Subject to the oversight and direction of the Lead Independent Trustee, the Chair of the Committee will conduct the annual self-evaluation of the Board in compliance with Rule 0-1(a)(7)(v) under the 1940 Act.
31


2.With respect to the Board’s responsibilities under Rule 38a‑1 regarding the Chief Compliance Officer (“CCO”) of the Trusts, the Chair of the Committee will:
(a)
Coordinate the Trustees’ evaluation and approval of any person proposed to be designated as CCO;
(b)
Coordinate the Trustees’ response to the resignation of the CCO or to any proposal to remove the CCO;
(c)
Monitor and communicate the Trustees’ assessment of the CCO’s performance in connection with the CCO’s performance review or as otherwise appropriate;
(d)
Request and provide to the Trustees the information necessary or appropriate to assess any proposed changes to the CCO’s compensation;
(e)
Consult with the CCO regarding the annual assessment of the adequacy of compliance policies and procedures and any proposed revisions or additions to the Trusts’ compliance policies, procedures and reports;
(f)
Review any Material Compliance Matter (as defined in Rule 38a-1) that the CCO should report to the Board before their next regular meeting;
(g)
Notify the Board and respond to any report that a person has taken any action to coerce, manipulate, mislead, or fraudulently influence the CCO in the performance of his or her duties; and
(h)
Otherwise consult with the CCO as appropriate.
3.The Chair of the Committee shall be responsible for conducting the evaluation of the person serving in the position of Lead Independent Trustee.
4.The Chair of the Committee shall be entitled to additional compensation to reflect the additional duties and responsibilities of the Chair, as determined from time to time by the Board.
Retirement Policies
It shall be the policy of the Committee that Independent Trustees will retire from active service on the Board by the end of the year in which they reach their 75th birthday.
Other Powers and Responsibilities
1.The Committee shall monitor the performance of independent legal counsel employed by the Independent Trustees as defined in Rule 0-1(a)(6) under the 1940 Act, and shall be responsible for the supervision of, and making recommendations regarding, such independent legal counsel.
32


2.The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Trusts.  At each regular Board meeting, the Committee shall report any extraordinary expenditures of the Trusts authorized by the Committee hereunder.
3.The Committee shall consider such other matters as may be referred to it from time to time by the Board.
As amended, December 9, 2020.
33

Exhibit A
Members of the Nominating and Corporate Governance Committee

Peter R. Burnim

Peggy L. Ettestad
Tamara Lynn Fagely
Richard H. Forde
Claire R. Leonardi
Dickson W. Lewis
Jack Gee (with respect to the ETF Trust only)
Chair of the Nominating and Corporate Governance Committee

Dickson W. Lewis
As of December 9, 2020
34




VOTING INSTRUCTION
                     AZL Schroder Emerging Markets Equity FundCARDS





ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
FOR SPECIAL JOINT MEETING OF SHAREHOLDERS TO BE HELD ON March 23, 2010

JUNE 3, 2021


The undersigned hereby revokes all previous proxies for his/her shares of the Funds listed below and appoints Brian Muench, Erik T. Nelson and James E. Nelson, and each of them, proxies of the undersigned with full power of substitution to vote all shares of the Funds that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders (the “Meeting”) to be held over the Internet in a virtual meeting format, at 10:00 p.m., Central time on June 3, 2021, including any postponements or adjournments thereof, upon the proposals set forth on the reverse side and instructs them to vote upon any other matters that may properly be acted upon at the Meeting. Receipt of the related Proxy Statement and accompanying Notice of Special Meeting that describes the matters to be considered and voted on is hereby acknowledged.

This proxy is solicited on behalf of the Board of Trustees on behalf of the Funds. The Board unanimously recommends that you vote “FOR” the proposals.  The proxy will be voted as specified by the undersigned.  If no specification is made, this proxy shall be voted in accordance with the Trustees’ recommendations as set forth in the Proxy Statement, including voting FOR the proposals.  If any other matters properly come before the Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management.

AZL_32021_032421_

DO NOT TEAR

FUNDSFUNDS FUNDS
AZL® Balanced Index Strategy FundAZL® DFA Five-Year Global Fixed Income Fund            AZL® DFA International Core Equity Fund
AZL® DFA Multi-Strategy FundAZL® DFA US Core Equity Fund                                                  AZL® DFA US Small Cap Cap Fund
AZL® Enhanced Bond Index FundAZL® FIAM Multi-Strategy Fund                                 AZL® FIAM Total Bond Fund
AZL® Gateway FundAZL® Government Money Market Fund                                 AZL® International Index Fund
AZL® MetWest Total Return Bond FundAZL® Mid Cap Index Fund                                                               AZL® Moderate Index Strategy Fund
AZL® MSCI Emerging Markets Equity Index FundAZL® MSCI Global Equity Index Fund                                    AZL® MVP Balanced Index Strategy Fund
AZL® MVP DFA Multi-Strategy FundAZL® MVP FIAM Multi-Strategy Fund                                      AZL  MVP Fusion℠ Balanced Fund
AZL MVP Fusion℠ Conservative FundAZL MVP Fusion℠ Moderate Fund                                            AZL® MVP Global Balanced Index Strategy Fund
AZL® MVP Growth Index Strategy Fund                     AZL® MVP Moderate Index Strategy Fund                         AZL® MVP T. Rowe Price Capital Appr. Plus Fund
AZL® Russell 1000 Growth Index FundAZL® Russell 1000 Value Index Fund                                    AZL® S&P 500 Index Fund
AZL® Small Cap Stock Index FundAZL® T. Rowe Price Capital Appreciation Fund

VOTING OPTIONS
Read your proxy statement and have it at hand when voting.



VOTE BY MAIL
Vote, sign and date this Proxy
Card and return it in the
postage-paid envelope.

VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded
instructions
available 24 hours


VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours



xxxxxxxxxxxxx        code
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:    X

A     Proposals

FOR      WITHHOLD     FOR ALL
ALL              ALL           EXCEPT
___    _____   ______


1.
To elect seven nominees to the board of Trustees:

01.  Peter R. Burnim
02.  Peggy L. Ettestad
03.  Tamara Lynn Fagely
04.  Richard H. Forde

05.  Claire R. Leonardi
06.  Dickson W. Lewis
07.  Brian Muench

INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark the box
“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.


2.
To approve amended fundamental restrictions regarding investments in commodities.

   FOR
AGAINST
ABSTAIN
   FOR
AGAINST
ABSTAIN
01  AZL® Balanced Index Strategy Fund



02  AZL® DFA Five-Year Global Fixed Income Fund



03  AZL® DFA International Core Equity Fund



04  AZL® DFA Multi-Strategy Fund



05  AZL® DFA US Core Equity Fund



06  AZL® DFA US Small Cap Fund



07  AZL® Enhanced Bond Index Fund



08  AZL® FIAM Multi-Strategy Fund



09  AZL® FIAM Total Bond Fund



10  AZL® Gateway Fund



11  AZL® Government Money Market Fund



12  AZL® International Index Fund



13  AZL® MetWest Total Return Bond Fund



14  AZL® Mid Cap Index Fund



15  AZL® Moderate Index Strategy Fund



16  AZL® MSCI Emerging Markets Equity Index Fund



17  AZL® MSCI Global Equity Index Fund



18  AZL® MVP Balanced Index Strategy Fund



19  AZL® MVP DFA Multi-Strategy Fund



20  AZL® MVP FIAM Multi-Strategy Fund



21  AZL MVP Fusion℠ Balanced Fund



22  AZL MVP Fusion℠ Conservative Fund



23  AZL MVP Fusion℠ Moderate Fund



24  AZL® MVP Global Balanced Index Strategy Fund



25  AZL® MVP Growth Index Strategy Fund



26  AZL® MVP Moderate Index Strategy Fund



27  AZL® MVP T. Rowe Price Capital Appr. Plus Fund



28  AZL® Russell 1000 Growth Index Fund



29  AZL® Russell 1000 Value Index Fund



30  AZL® S&P 500 Index Fund



31  AZL® Small Cap Stock Index Fund



32  AZL® T. Rowe Price Capital Appreciation Fund




3.To approve amended fundamental restrictions regarding borrowing.

   FOR
AGAINST
ABSTAIN
   FOR
AGAINST
ABSTAIN
01  AZL® Balanced Index Strategy Fund



02  AZL® DFA Five-Year Global Fixed Income Fund



03  AZL® DFA International Core Equity Fund



04  AZL® DFA Multi-Strategy Fund



05  AZL® DFA US Core Equity Fund



06  AZL® DFA US Small Cap Fund



07  AZL® Enhanced Bond Index Fund



08  AZL® FIAM Multi-Strategy Fund



09  AZL® FIAM Total Bond Fund



10  AZL® Gateway Fund



11  AZL® Government Money Market Fund



12  AZL® International Index Fund



13  AZL® MetWest Total Return Bond Fund



14  AZL® Mid Cap Index Fund



15  AZL® Moderate Index Strategy Fund



16  AZL® MSCI Emerging Markets Equity Index Fund



17  AZL® MSCI Global Equity Index Fund



18  AZL® MVP Balanced Index Strategy Fund



19  AZL® MVP DFA Multi-Strategy Fund



20  AZL® MVP FIAM Multi-Strategy Fund



21  AZL MVP Fusion℠ Balanced Fund



22  AZL MVP Fusion℠ Conservative Fund



23  AZL MVP Fusion℠ Moderate Fund



24  AZL® MVP Global Balanced Index Strategy Fund



25  AZL® MVP Growth Index Strategy Fund



26  AZL® MVP Moderate Index Strategy Fund



27  AZL® MVP T. Rowe Price Capital Appr. Plus Fund



28  AZL® Russell 1000 Growth Index Fund



29  AZL® Russell 1000 Value Index Fund



30  AZL® S&P 500 Index Fund



31  AZL® Small Cap Stock Index Fund



32  AZL® T. Rowe Price Capital Appreciation Fund




Important Notice Regarding the Availability of Proxy Materials for the
for the Special Joint Meeting of Shareholders to Be Held on June 3, 2021.
The Joint Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/azl-32021

B     Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it.  When shares are held jointly, each holder should sign.  When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) ─ Please print date belowSignature 1 ─ Please keep signature within the boxSignature 2 ─ Please keep signature within the box
       /      /                    ___________                 ___________





Scanner bar code
    xxxxxxxxxxxxxx                     AZL2 32021                           xxxxxxxx





ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
FOR SPECIAL JOINT MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2021

“INSURANCE COMPANY NAME DROP-IN”

THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.  the above-named Insurance Company. The undersigned, revoking any previously executed voting instruction cards attributable to his or her variable contract(s), hereby instructs Allianz  Lifethe above-named Insurance Company of North America
("Allianz Life") and Allianz Life Insurance  Company  of New York ("Allianz NY") to represent and to vote as designatedthe shares of the Fund(s) listed below and onthat are attributable to the reverse side, upon the
following proposal andundersigned’s participation in the discretionvariable contract(s) as of Allianz Life and Allianz NY on such
other matters as may properly come beforeMarch 5, 2021, at the Special Meeting of Shareholders of
Allianz Variable Insurance Products Trust(the “Special Meeting”) to be held on June 3, 2021, at 10:00 a.m. Central Timetime and conducted over the Internet in a virtual meeting format, including any postponements or any adjournment thereof, as indicated on March  23, 2010,the matters set forth on the reverse side and instructs the Insurance Company to vote upon any other matters that may be properly acted upon at the offices of Allianz Life Insurance Company  of  North
America, 5701  Golden  Hills  Drive,  Minneapolis,  Minnesota  55416, and at any
adjournmentSpecial Meeting. Receipt of the meeting (the "Special Meeting"), the number of  shares of the
series  named  above  represented  by  the  number of votes attributable to  the
undersigned's variable annuity contract or variable  insurance  contract  as  of
February  5,  2010.   The  following  proposals  are more fully described in therelated Proxy Statement and accompanying Notice of Special Meeting that describes the matters to be considered and voted on is hereby acknowledged.

Shares of the Fund(s) attributable to the undersigned’s variable contract(s) will be voted in the manner specified in this Voting Instruction Card when properly executed and delivered.  If no direction is made when the duly executed Voting Instruction Card is returned, the Insurance Company will vote in favor of the Proposals. If any other matters come properly before the Meeting to be voted on, the shares will be voted on such matters in accordance with the views of management. If you fail to return this Voting Instruction Card, the Insurance Company will vote all shares of the Fund(s) attributable to your variable contract(s) in proportion to those shares for which voting instructions are timely received.  The effect of this proportional voting is that contract owners representing a small number of Fund shares may determine the outcome of the vote on a Proposal. Your voting instructions must be received (by mail, phone or online) no later than 4:00 p.m. Central time on the day prior to the Special Meeting.



AZL_32021_032421_VI


DO NOT TEAR


FUNDSFUNDSFUNDS
AZL® Balanced Index Strategy FundAZL® DFA Five-Year Global Fixed Income Fund      AZL® DFA International Core Equity Fund
AZL® DFA Multi-Strategy FundAZL® DFA US Core Equity Fund                                         AZL® DFA US Small Cap Cap Fund
AZL® Enhanced Bond Index FundAZL® FIAM Multi-Strategy Fund                            AZL® FIAM Total Bond Fund
AZL® Gateway FundAZL® Government Money Market Fund                        AZL® International Index Fund
AZL® MetWest Total Return Bond FundAZL® Mid Cap Index Fund                                                       AZL® Moderate Index Strategy Fund
AZL® MSCI Emerging Markets Equity Index FundAZL® MSCI Global Equity Index Fund                               AZL® MVP Balanced Index Strategy Fund
AZL® MVP DFA Multi-Strategy FundAZL® MVP FIAM Multi-Strategy Fund                                 AZL  MVP Fusion℠ Balanced Fund
AZL MVP Fusion℠ Conservative FundAZL MVP Fusion℠ Moderate Fund                                    AZL® MVP Global Balanced Index Strategy Fund 
AZL® MVP Growth Index Strategy Fund                     AZL® MVP Moderate Index Strategy Fund                  AZL® MVP T. Rowe Price Capital Appr. Plus Fund
AZL® Russell 1000 Growth Index FundAZL® Russell 1000 Value Index Fund                             AZL® S&P 500 Index Fund
AZL® Small Cap Stock Index FundAZL® T. Rowe Price Capital Appreciation Fund


VOTING OPTIONS
Read your proxy statement and have it at hand when voting.


VOTE BY MAIL
Vote, sign and date this Voting
Instruction Card and return it in the
postage-paid envelope.

VOTE BY PHONE
Call 1-866-298-8476
Follow the recorded
instructions
available 24 hours


VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours



xxxxxxxxxxxxxx        code
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:    X

A     Proposals

FOR      WITHHOLD     FOR ALL
ALL              ALL           EXCEPT
___ ____ ____



1.
To elect seven nominees to the board of Trustees:

01.  Peter R. Burnim
02.  Peggy L. Ettestad
03.  Tamara Lynn Fagely
04.  Richard H. Forde

05.  Claire R. Leonardi
06.  Dickson W. Lewis
07.  Brian Muench

INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark the box
“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.


2.
To approve amended fundamental restrictions regarding investments in commodities.

   FOR
AGAINST
ABSTAIN
   FOR
AGAINST
ABSTAIN
01  AZL® Balanced Index Strategy Fund



02  AZL® DFA Five-Year Global Fixed Income Fund



03  AZL® DFA International Core Equity Fund



04  AZL® DFA Multi-Strategy Fund



05  AZL® DFA US Core Equity Fund



06  AZL® DFA US Small Cap Fund



07  AZL® Enhanced Bond Index Fund



08  AZL® FIAM Multi-Strategy Fund



09  AZL® FIAM Total Bond Fund



10  AZL® Gateway Fund



11  AZL® Government Money Market Fund



12  AZL® International Index Fund



13  AZL® MetWest Total Return Bond Fund



14  AZL® Mid Cap Index Fund



15  AZL® Moderate Index Strategy Fund



16  AZL® MSCI Emerging Markets Equity Index Fund



17  AZL® MSCI Global Equity Index Fund



18  AZL® MVP Balanced Index Strategy Fund



19  AZL® MVP DFA Multi-Strategy Fund



20  AZL® MVP FIAM Multi-Strategy Fund



21  AZL MVP Fusion℠ Balanced Fund



22  AZL MVP Fusion℠ Conservative Fund



23  AZL MVP Fusion℠ Moderate Fund



24  AZL® MVP Global Balanced Index Strategy Fund



25  AZL® MVP Growth Index Strategy Fund



26  AZL® MVP Moderate Index Strategy Fund



27  AZL® MVP T. Rowe Price Capital Appr. Plus Fund



28  AZL® Russell 1000 Growth Index Fund



29  AZL® Russell 1000 Value Index Fund



30  AZL® S&P 500 Index Fund



31  AZL® Small Cap Stock Index Fund



32  AZL® T. Rowe Price Capital Appreciation Fund




3.To approve amended fundamental restrictions regarding borrowing.

   FOR
AGAINST
ABSTAIN
   FOR
AGAINST
ABSTAIN
01  AZL® Balanced Index Strategy Fund



02  AZL® DFA Five-Year Global Fixed Income Fund



03  AZL® DFA International Core Equity Fund



04  AZL® DFA Multi-Strategy Fund



05  AZL® DFA US Core Equity Fund



06  AZL® DFA US Small Cap Fund



07  AZL® Enhanced Bond Index Fund



08  AZL® FIAM Multi-Strategy Fund



09  AZL® FIAM Total Bond Fund



10  AZL® Gateway Fund



11  AZL® Government Money Market Fund



12  AZL® International Index Fund



13  AZL® MetWest Total Return Bond Fund



14  AZL® Mid Cap Index Fund



15  AZL® Moderate Index Strategy Fund



16  AZL® MSCI Emerging Markets Equity Index Fund



17  AZL® MSCI Global Equity Index Fund



18  AZL® MVP Balanced Index Strategy Fund



19  AZL® MVP DFA Multi-Strategy Fund



20  AZL® MVP FIAM Multi-Strategy Fund



21  AZL MVP Fusion℠ Balanced Fund



22  AZL MVP Fusion℠ Conservative Fund



23  AZL MVP Fusion℠ Moderate Fund



24  AZL® MVP Global Balanced Index Strategy Fund



25  AZL® MVP Growth Index Strategy Fund



26  AZL® MVP Moderate Index Strategy Fund



27  AZL® MVP T. Rowe Price Capital Appr. Plus Fund



28  AZL® Russell 1000 Growth Index Fund



29  AZL® Russell 1000 Value Index Fund



30  AZL® S&P 500 Index Fund



31  AZL® Small Cap Stock Index Fund



32  AZL® T. Rowe Price Capital Appreciation Fund
£
£
£


Important Notice Regarding the Availability of Proxy Materials for the
for the Special Joint Meeting of Shareholders to Be Held on June 3, 2021.
The Joint Proxy Statement for the  Special  Meeting  dated
February 22, 2010 (receipt of whichthis meeting is hereby acknowledged).

UNLESS OTHERWISE  DIRECTED,  THE  SHARES WILL BE VOTED FOR PROPOSAL 1 AND
WILL BE VOTED, EITHER FOR OR AGAINST,  AT  THE  DISCRECTION  OF ALLIANZ LIFE AND
ALLIANZ  NY,  ON  SUCH  OTHER  MATTERS AS MAY PROPERLY COME BEFORE  THE  SPECIAL
MEETING.  THE BOARD OF TRUSTEES  RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL
1.

                                      VOTE VIA THE INTERNET:WWW.PROXY-DIRECT.COM
                                      VOTE VIA THE TELEPHONE: 1-866- 235-4258

                                      [              ] [                       ]

                                      NOTE: (Pleaseavailable at:
https://www.proxy-direct.com/azl-32021

B     Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below
Note: Please sign exactly as name appears
                                      to the left,your name(s) appear(s) on this voting instruction card, and date and return.it.  When shares are held jointly, each holder should sign.  When signing as an attorney, executor, administrator, trustee, guardian, officer of corporation or guardian,other entity or in another representative capacity, please give the full title as such. If a corporation, please
                                      sign in full corporate name by president
                                      or other authorized person. If a
                                      partnership, please sign in partnership
                                      name by authorized person.)

                                      _________________________________________
                                      Signature(s)

                                      _________________________________________
                                      Signature(s)

                                      __________________________________________
                                      under the signature.
Date AVLP_21215_022210VI

                                      [ ]Please check this(mm/dd/yyyy) ─ Please print date belowSignature 1 ─ Please keep signature within the box if you plan to
                                      attendSignature 2 ─ Please keep signature within the Meeting.


      PLEASE SIGN AND DATE AND RETURN YOUR VOTING INSTRUCTION FORM TODAY.




                    EVERY CONTRACT OWNER'S VOTE IS IMPORTANT



       IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
                                SHAREHOLDER MEETING
                            TO BE HELD ON MARCH 23, 2010.
     THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS, PROXY STATEMENT AND VOTING
                                INSTRUCTION FORM
            ARE AVAILABLE AT:  WWW.PROXY-DIRECT.COM/azl21215. box
       /      /                     _____________     _____________


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    xxxxxxxxxxxxxx                     AZL Schroder Emerging Markets Equity Fund (THE "FUND")
















                  Please detach at perforation before mailing.




TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

IF YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE
CONSIDERED AS INSTRUCTIONS TO VOTE "FOR" APPROVAL OF THE PROPOSAL.

PLEASE MARK VOTES AS IN THIS EXAMPLE:

1. TO APPROVE THE FUND'S "MANAGER OF MANAGERS" STRUCTURE, WHICH GIVES THE FUND
   FLEXIBILITY TO HIRE AND REPLACE SUBADVISERS IN THE FUTURE WITHOUT A
   SHAREHOLDER VOTE


 FOR         AGAINST      ABSTAIN

[ ]          [ ]            [ ]



      PLEASE SIGN AND DATE AND RETURN YOUR VOTING INSTRUCTION FORM TODAY.

                              AVLP_21215_022210VI