SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under {section} 240.14a-12
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
AZL{R} SCHRODER EMERGING MARKETS EQUITY FUND
5701 Golden Hills Drive
Minneapolis, Minnesota 55416
Dear Contract Owner:
We are sending you the enclosed notice of special meeting of shareholders
and proxy statement because you own a variable annuity or variable life
insurance contract issued by Allianz Life Insurance Company of North America or
Allianz Life Insurance Company of New York. As a contract owner, you are an
indirect participant in the Fund.
We are asking you to provide us with voting instructions with respect to
proposals to be considered at a special meeting 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 determined 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 each proposal by completing and
returning the enclosed voting instruction form. The Board unanimously recommends
that you vote FOR the proposals.
Whether or not you expect to attend the meeting, please carefully review
the proxy statement and the enclosed voting instruction form. You may provide
your voting instructions by phone, Internet, or mail. To avoid the additional
expense of further solicitation, we ask for your cooperation in promptly
providing 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. Thank you for your prompt attention and participation.
Sincerely,
/s/ Jeffrey Kletti
Jeffrey Kletti
Chairman and President
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
A special meeting of the shareholders of the Fund listed above 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. The Fund is a series of the Allianz Variable Insurance Products
Trust. At the meeting, shareholders of the Fund 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 Fund issues and sells its shares 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").
As the owner of the assets held in the separate accounts, Allianz is the
sole shareholder of the Fund and is entitled to vote all of the shares of the
Fund. However, Allianz will vote outstanding shares of the Fund in accordance
with instructions given by the owners of the Contracts for which the Fund serves
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 Fund on the record date, so that they may instruct Allianz how to vote the
shares of the Fund underlying their Contracts.
Shareholders of record at the close of business on February 5, 2010, are
entitled to vote at the meeting.
By Order of the Board of Trustees
/s/ Michael Radmer
Michael J. Radmer
Secretary
February 22, 2010
YOU CAN VOTE QUICKLY AND EASILY.
PLEASE FOLLOW THE INSTRUCTIONS IN ENCLOSED VOTING INSTRUCTION FORM.
PROXY STATEMENT
FEBRUARY 22, 2010
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
AZL{R} SCHRODER EMERGING MARKETS EQUITY FUND
5701 Golden Hills Drive
Minneapolis, Minnesota 55416
Telephone: (800) 624-0197
The Board of Trustees (the "Board") of the Allianz Variable Insurance
Products Trust (the "Trust") is furnishing this proxy statement in connection
with its solicitation of voting instructions to be used at a special meeting of
the shareholders of the Fund listed above, to 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 (the "Meeting"),
and at any adjournment of the Meeting. At the Meeting, shareholders of record of
the Fund at the close of business on February 5, 2010, will consider and are
entitled to vote on 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.
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://WWW.PROXY-DIRECT.COM/AZL21215.
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 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 OF THE FUND'S "MANAGER OF MANAGERS" STRUCTURE
At the Meeting, shareholders will be asked 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. The approval of the
"manager of managers" structure requires the affirmative vote of a majority of
the outstanding shares of the Fund on 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 "manager of managers" structure under
which day-to-day portfolio management 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 recommendations 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. 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 Order with respect to the Fund
on April 28, 2006. However, as noted above, in connection with 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 and the Board believe that it is in the best interests of the
Fund and the Fund's shareholders, including Contract owners indirectly invested
in the Fund, to approve the Fund's "manager of managers" structure. The process
of seeking shareholder approval of subadvisory agreements is administratively
burdensome and costly, and may cause delays in executing changes that the
Manager and the Board have determined are necessary, desirable and in the best
interests of shareholders. These costs often are borne by a fund, and therefore
indirectly by the fund's shareholders and Contract owners indirectly invested in
the fund. If shareholders approve this Proposal, then the Manager and the Board
would be able to act more quickly and with less expense to the Fund to retain
new unaffiliated subadvisers.
Under the Manager of Managers Order, the Manager is responsible, subject
to the general supervision of the Board, to:
1. set each fund's overall investment strategies;
2. evaluate, select and recommend subadvisers to manage all or part of
the assets within each fund;
3. monitor and evaluate a subadviser's investment programs, including
their analysis of economic and market trends and results, as well as
the performance of the subadviser relative to applicable benchmark
indices; and
4. review a subadviser's compliance with the fund's investment
objectives, policies and restrictions, as well as with laws and
regulations applicable to 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 cost of the subadvisory fees payable to any such subadviser.
A fund's subadviser has discretion and is responsible, subject to the
general supervision of the Manager and subject to 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 factors
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 subadvisers and
enter into and materially amend subadvisory agreements with unaffiliated
subadvisers on behalf of the Fund without shareholder approval. The Manager of
Managers Order does 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
If this Proposal is not approved by the shareholders of the Fund, the
Board of Trustees will consider what further action should be taken, including
resubmitting the Proposal to shareholders for approval in 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 application to the SEC for the
Manager of Managers Order prior 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.
OTHER MATTERS
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 persons named on your
voting instruction form intend to vote in accordance with their best judgment.
SECTION C - OTHER INFORMATION REGARDING THE TRUST
MANAGEMENT OF THE TRUST
Overall responsibility for management of 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 to
the Declaration of Trust, the Board manages the business of the Trust, and the
Trustees have all powers necessary or convenient to carry out this
responsibility including the power to engage in transactions of all kinds on
behalf of the Trust. The Board is responsible for oversight of the officers and
may elect and remove, with or without cause, such officers as the Board
considers appropriate.
The shareholders of the Trust are insurance company separate accounts.
Separate account contract owners own units in the insurance company separate
accounts through the Contracts, and the separate accounts in turn own shares of
4
the Trust, among other mutual fund investment options. A contract owner may
communicate with the Board by phone at (800) 624-0197, or by mail at 5701 Golden
Hills Drive, A3-765, Minneapolis, Minnesota 55416.
OUTSTANDING SHARES
The number of shares of the Fund outstanding at the close of business on
February 5, 2010 (the "Record Date"), is listed in the table below.
The officers and Trustees of the Trust cannot directly own shares of the
Fund and they cannot beneficially own shares of the Fund unless they purchase
Contracts issued by Allianz. At the Record Date, the officers and Trustees of
the Trust as a group beneficially owned less than one percent of the outstanding
shares of the Fund.
In addition to directly owning shares of the Fund, Allianz and its
separate accounts own shares of the Fund indirectly through ownership of shares
of the 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)
ANNUAL REPORTS OF THE TRUST
Upon request, the Trust 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 Trust by phone at (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 Trust is not required to hold annual shareholder meetings. Since the
Trust does not hold regular shareholder meetings, the anticipated date of the
next shareholder meeting cannot be provided. Any shareholder proposal which may
properly be included in the proxy solicitation material for a shareholder
meeting must be received by the Trust a reasonable time before the Trust begins
to print and send proxy materials to shareholders.
SHAREHOLDERS WITH THE SAME ADDRESS
The Trust's practice is to "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 Trust by phone at (800) 624-0197,
or by mail at 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, and the
Trust will mail additional proxy statements for each of your accounts within 30
days of your request. You may also contact the Trust 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's 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
Columbus, OH 43219
Allianz Life: Allianz Life Insurance Company of North America
5701 Golden Hills Drive
Minneapolis, MN 55416
Allianz NY: Allianz Life Insurance Company of New York
One Chase Manhattan Plaza, 38[th] Floor
New York, NY 10005-1422
SECTION D - PROXY VOTING AND SHAREHOLDER MEETING INFORMATION
A special meeting of shareholders of the Fund will be held as specified in
the Notice of Special Meeting that accompanies this proxy statement. At the
Meeting, shareholders (the separate accounts) will vote their shares of the
Fund.
You have the right to instruct Allianz on how to vote the shares of the
Fund 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 (February 5, 2010). Each accumulation unit
or annuity unit represents a specified dollar value and a specified number of
Fund shares. For each dollar of value, you are permitted one vote. Fractional
votes are counted for each fraction of a dollar of value. 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 Proposals
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.
For the Meeting to proceed, there must be a quorum. This means that at
least 25% of a Fund's shares must be represented at the Meeting either in person
or by proxy. Because Allianz is the only shareholder of the Fund, its presence
at the Meeting in person or by proxy will meet the quorum requirement.
6
The approval of the Proposal requires the affirmative vote of a majority
of the outstanding shares of the Fund on the Record Date as defined in the 1940
Act.
You may revoke your voting instructions up until 4:00 p.m. Central time on
the day prior to the Meeting by giving written notice to Allianz prior to that
time by mail to Allianz Variable Insurance Products Trust, c/o Advisory
Management, A3-765, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, 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, 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" the Proposals.
The Fund will pay all costs of solicitation, including the cost of
preparing and mailing the Notice of Special 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.
Representatives of the Manager, without cost to the Fund, also may solicit
voting instructions from contract owners by means of mail, telephone, or
personal calls.
ADJOURNMENT
In the event that voting instructions received by the time scheduled for
the Meeting are not sufficient to approve a Proposal, 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 allow further solicitation of voting
instructions on the Proposal. Any adjournment requires the affirmative vote of a
majority of the voting power of the shares present at the Meeting.
Representatives of Allianz will vote in favor of adjournment. The Fund will pay
the costs of any additional solicitation and of any adjourned Meeting. A
shareholder vote may be taken on one or more 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
Secretary
Dated: February 22, 2010
7
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
YOUR VOTE IS IMPORTANT!
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 ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST VOTING INSTRUCTION
AZL Schroder Emerging Markets Equity Fund
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON March 23, 2010
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
undersigned hereby instructs Allianz Life Insurance Company of North America
("Allianz Life") and Allianz Life Insurance Company of New York ("Allianz NY")
to represent and to vote, as designated below and on the reverse side, upon the
following proposal and in the discretion of Allianz Life and Allianz NY on such
other matters as may properly come before the Special Meeting of Shareholders of
Allianz Variable Insurance Products Trust to 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, and at any
adjournment 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 the
Notice of Special Meeting and Proxy Statement for the Special Meeting dated
February 22, 2010 (receipt of which 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
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NOTE: (Please sign exactly as name appears
to the left, date and return. When signing
as an attorney, executor, administrator,
trustee or guardian, please give 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)
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Date AVLP_21215_022210VI
[ ]Please check this box if you plan to
attend 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.
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
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PLEASE SIGN AND DATE AND RETURN YOUR VOTING INSTRUCTION FORM TODAY.
AVLP_21215_022210VI