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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under {section} 240.14a-12
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS 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, COMPRISED OF:
AZL AIM International Equity Fund AZL OCC Growth Fund
AZL BlackRock Capital Appreciation Fund AZL OCC Opportunity Fund
AZL BlackRock Growth Fund AZL Oppenheimer Global Fund
AZL Columbia Mid Cap Value Fund AZL Oppenheimer International Growth Fund
AZL Columbia Small Cap Value Fund AZL PIMCO Fundamental IndexPLUS Total Return Fund
AZL Columbia Technology Fund AZL S&P 500 Index Fund
AZL Davis NY Venture Fund AZL Schroder Emerging Markets Equity Fund
AZL Dreyfus Equity Growth Fund AZL Schroder International Small Cap Fund
AZL Enhanced Bond Index Fund AZL Small Cap Stock Index Fund
AZL First Trust Target Double Play Fund AZL TargetPLUS Balanced Fund
AZL Franklin Small Cap Value Fund AZL TargetPLUS Equity Fund
AZL Franklin Templeton Founding Strategy Plus Fund AZL TargetPLUS Growth Fund
AZL International Index Fund AZL TargetPLUS Moderate Fund
AZL Jennison 20/20 Focus Fund AZL Turner Quantitative Small Cap Growth Fund
AZL JPMorgan Large Cap Equity Fund AZL Van Kampen Comstock Fund
AZL JPMorgan U.S. Equity Fund AZL Van Kampen Equity and Income Fund
AZL Mid Cap Index Fund AZL Van Kampen Global Franchise Fund
AZL Money Market Fund AZL Van Kampen Global Real Estate Fund
AZL NACM International Fund AZL Van Kampen Growth and Income Fund
AZL NACM International Growth Fund AZL Van Kampen Mid Cap Growth Fund
AZL NFJ International Value Fund
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST, COMPRISED OF:
AZL Fusion Balanced Fund AZL Balanced Index Strategy Fund
AZL Fusion Conservative Fund AZL Moderate Index Strategy Fund
AZL Fusion Growth Fund AZL Allianz Global Investors Select Fund
AZL Fusion Moderate Fund
(EACH, A "FUND", AND COLLECTIVELY, THE "FUNDS")
5701 GOLDEN HILLS DRIVE
MINNEAPOLIS, MINNESOTA 55416
Dear Contract Owner:
The Board of Trustees of the above 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 October
21, 2009, at the offices of Allianz Life Insurance Company of North America,
5701 Golden Hills Drive, Minneapolis, Minnesota 55416. At the meeting,
shareholders of each Fund will consider the following proposals:
1. To elect individuals to serve on the Board;
2. To ratify the Board's selection of KPMG LLP to serve as each Trust's
independent auditor; and
3. Such other business as may properly come before the meeting, or any
adjournment of the meeting.
As the owner of a variable life insurance policy and/or variable annuity
contract issued by Allianz Life Insurance Company of North America or Allianz
Life Insurance Company of New York, you are an indirect shareholder in one or
more of the Funds. Accordingly, we ask that you 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 both
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. In order to avoid the
additional expense of further solicitation, we respectfully ask for your
cooperation in casting your votes. Sending in your voting instruction form will
not prevent you from voting in person at the meeting.
Thank you for your prompt attention and participation.
Sincerely,
/s/ Jeffrey W. Kletti
JEFFREY W. KLETTI
President
August 14, 2009
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST, COMPRISED OF:
AZL AIM International Equity Fund AZL OCC Growth Fund
AZL BlackRock Capital Appreciation Fund AZL OCC Opportunity Fund
AZL BlackRock Growth Fund AZL Oppenheimer Global Fund
AZL Columbia Mid Cap Value Fund AZL Oppenheimer International Growth Fund
AZL Columbia Small Cap Value Fund AZL PIMCO Fundamental IndexPLUS Total Return Fund
AZL Columbia Technology Fund AZL S&P 500 Index Fund
AZL Davis NY Venture Fund AZL Schroder Emerging Markets Equity Fund
AZL Dreyfus Equity Growth Fund AZL Schroder International Small Cap Fund
AZL Enhanced Bond Index Fund AZL Small Cap Stock Index Fund
AZL First Trust Target Double Play Fund AZL TargetPLUS Balanced Fund
AZL Franklin Small Cap Value Fund AZL TargetPLUS Equity Fund
AZL Franklin Templeton Founding Strategy Plus Fund AZL TargetPLUS Growth Fund
AZL International Index Fund AZL TargetPLUS Moderate Fund
AZL Jennison 20/20 Focus Fund AZL Turner Quantitative Small Cap Growth Fund
AZL JPMorgan Large Cap Equity Fund AZL Van Kampen Comstock Fund
AZL JPMorgan U.S. Equity Fund AZL Van Kampen Equity and Income Fund
AZL Mid Cap Index Fund AZL Van Kampen Global Franchise Fund
AZL Money Market Fund AZL Van Kampen Global Real Estate Fund
AZL NACM International Fund AZL Van Kampen Growth and Income Fund
AZL NACM International Growth Fund AZL Van Kampen Mid Cap Growth Fund
AZL NFJ International Value Fund
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST, COMPRISED OF:
AZL Fusion Balanced Fund AZL Balanced Index Strategy Fund
AZL Fusion Conservative Fund AZL Moderate Index Strategy Fund
AZL Fusion Growth Fund AZL Allianz Global Investors Select Fund
AZL Fusion Moderate Fund
(EACH, A "FUND", AND COLLECTIVELY, THE "FUNDS")
5701 GOLDEN HILLS DRIVE
MINNEAPOLIS, MINNESOTA 55416
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 2009
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 or the Allianz Variable Insurance Products Fund of
Funds Trust (collectively, the "Trusts"), will be held at 10:00 a.m. Central
Time on October 21, 2009, at the offices of Allianz Life Insurance Company of
North America, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416. At the
meeting, shareholders of each Fund will consider the following proposals:
1. To elect individuals to serve on the Board of Trustees;
2. To ratify the Board of Trustees' selection of KPMG LLP to serve as each
Trust's independent auditor; and
3. Such other business as may properly come before the meeting, or any
adjournment of the meeting.
The Funds issue and sell their shares to certain separate accounts of
Allianz Life Insurance Company of North America ("Allianz Life") and Allianz
Life Insurance Company of New York ("Allianz Life of NY"). The separate
accounts hold shares of mutual funds, including the Funds, which serve as a
funding vehicle for benefits under variable life insurance policies or variable
annuity contracts issued by Allianz Life and Allianz Life of NY (collectively,
the "Contracts").
1
As the owners of the assets held in the separate accounts, Allianz Life
and Allianz Life of NY 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 in accordance with instructions
given by the owners of the Contracts for which the Funds 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
Funds on the record date, so that they may instruct Allianz Life and Allianz
Life of NY how to vote the shares of the Funds underlying their Contracts.
Shareholders of record at the close of business on July 31, 2009 are
entitled to vote at the meeting.
By Order of the Board of Trustees
/s/ Michael J. Radmer
MICHAEL J. RADMER
Secretary
August 14, 2009
YOU CAN VOTE QUICKLY AND EASILY.
PLEASE FOLLOW THE INSTRUCTIONS IN ENCLOSED VOTING INSTRUCTION FORM.
2
PROXY STATEMENT
AUGUST 14, 2009
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST, COMPRISED OF:
AZL AIM International Equity Fund AZL OCC Growth Fund
AZL BlackRock Capital Appreciation Fund AZL OCC Opportunity Fund
AZL BlackRock Growth Fund AZL Oppenheimer Global Fund
AZL Columbia Mid Cap Value Fund AZL Oppenheimer International Growth Fund
AZL Columbia Small Cap Value Fund AZL PIMCO Fundamental IndexPLUS Total Return Fund
AZL Columbia Technology Fund AZL S&P 500 Index Fund
AZL Davis NY Venture Fund AZL Schroder Emerging Markets Equity Fund
AZL Dreyfus Equity Growth Fund AZL Schroder International Small Cap Fund
AZL Enhanced Bond Index Fund AZL Small Cap Stock Index Fund
AZL First Trust Target Double Play Fund AZL TargetPLUS Balanced Fund
AZL Franklin Small Cap Value Fund AZL TargetPLUS Equity Fund
AZL Franklin Templeton Founding Strategy Plus Fund AZL TargetPLUS Growth Fund
AZL International Index Fund AZL TargetPLUS Moderate Fund
AZL Jennison 20/20 Focus Fund AZL Turner Quantitative Small Cap Growth Fund
AZL JPMorgan Large Cap Equity Fund AZL Van Kampen Comstock Fund
AZL JPMorgan U.S. Equity Fund AZL Van Kampen Equity and Income Fund
AZL Mid Cap Index Fund AZL Van Kampen Global Franchise Fund
AZL Money Market Fund AZL Van Kampen Global Real Estate Fund
AZL NACM International Fund AZL Van Kampen Growth and Income Fund
AZL NACM International Growth Fund AZL Van Kampen Mid Cap Growth Fund
AZL NFJ International Value Fund
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST, COMPRISED OF:
AZL Fusion Balanced Fund AZL Balanced Index Strategy Fund
AZL Fusion Conservative Fund AZL Moderate Index Strategy Fund
AZL Fusion Growth Fund AZL Allianz Global Investors Select Fund
AZL Fusion Moderate Fund
(EACH, A "FUND", AND COLLECTIVELY, THE "FUNDS")
5701 GOLDEN HILLS DRIVE
MINNEAPOLIS, MINNESOTA 55416
The Board of Trustees (the "Board") of the Allianz Variable Insurance
Products Trust (the "VIP Trust") and the Allianz Variable Insurance Products
Fund of Funds Trust (the "FOF Trust") (the VIP Trust and FOF Trust may
collectively be referred to as the "Trusts") is furnishing this proxy statement
in connection with its solicitation of voting instructions to be used at the
special joint meeting of the shareholders of each Fund, to be held at 10:00 a.m.
Central Time on October 21, 2009, 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 each Fund at the close of business on July 31, 2009
will consider and are entitled to vote on the following proposals:
1. To elect individuals to serve on the Board;
2. To ratify the Board's selection of KPMG LLP to serve as each Trust's
independent auditor; and
3. 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
August 14, 2009.
1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON OCTOBER 21, 2009.
THE NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS, PROXY STATEMENT AND
VOTING INSTRUCTION FORM ARE AVAILABLE AT [INSERT WEB SITE ADDRESS].
SECTION A - PROPOSALS
PROPOSAL NO. 1 - ELECTION OF TRUSTEES
At the Meeting, shareholders will be asked to elect the nine nominees
named below (the "Nominees") as Trustees of the Trust. The persons named on the
enclosed voting instruction form will vote for the election of each of the
Nominees unless authority to vote for any or all of the Nominees is withheld in
the voting instruction form. If elected, each Trustee will serve until a
successor is elected and qualified or until such Trustee dies, resigns, retires,
or is removed as provided in the governing documents of the Trust. If any or
all of the nominees should become unavailable for election due to events not now
known or anticipated, then the persons 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. All nine Nominees are currently serving as Trustees of the Trust.
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. If a Nominee is elected as a
Trustee, he or she will oversee 48 separate portfolios in the Fund Complex (as
defined under the Securities Exchange Act of 1934). However, if the
reorganization of certain Funds is conducted as anticipated at the Meeting, a
Nominee elected as Trustee will oversee 35 separate portfolios in the Fund
Complex.
NAME, AGE POSITION(S) LENGTH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS OTHER
HELD WITH OF TIME TRUSTEESHIPS
THE TRUSTS SERVED HELD BY
NOMINEE
------------------------------------------------------------------------------------------------------------------------------------
NON-INTERESTED TRUSTEES
Peter R. Trustee Since Managing Director, iQ Venture Partners, Inc.; Exec. VP, Northstar Companies Argus
BurnimAge: 62 2/07 (2002-2005) International
Life; Highland
Financial
Holdings Fund
Peggy L. Trustee Since Managing Director, Red Canoe Management Consulting LLC; Sr. Managing Director, Regent, Luther
EttestadAge: 2/07 Residential Capital LLC (2003-2008); COO, Transamerica Reinsurance (2002-2003) College
51
Roger Trustee Since Retired; Partner, Accenture (1983-1999) Webster
GelfenbienAge 2/04 Financial;
65 Phoenix Edge
Funds (32
funds)
Claire R. Trustee Since General Partner, Fairview Capital, L.P., a venture capital fund-of-funds (1994- University of
LeonardiAge: 2/04 present) Connecticut
53 Health Center
Dickson W. Trustee Since Director of Sales, Lifetouch National School Studios (2006-present); VP/General None
LewisAge: 60 2/04 Manager, Jostens, Inc., a manufacturer of school products (2002-2006); Sr. VP,
Fortis Group, a life insurance and securities company (1997-2002)
2
Peter W. Trustee Since Retired; President and CEO, Measurisk, LLC, a market risk information company Cyrus
McCleanAge: 65 2/04 (2001-2003) Reinsurance;
PNMAC Mortgage
Opportunity
Fund LLC;
Energy
Capital, LLC
Advisory
Board; Family
Health
International
Arthur C. Trustee Since Retired; Sr. Investment Office, Hartford Foundation for Public Giving (2000-2003) Connecticut
Reeds IIIAge: 2/04 Water Service,
65 Inc.
INTERESTED TRUSTEES*
Jeffrey Chairman of Since President, Allianz Life Advisers, LLC (2005-present); Sr. VP (2000-2005) None
KlettiAge: 43 the Board 2/04
and
President
Robert Trustee Since President, Allianz Life Financial Services, LLC (2007-present); Sr. VP of None
DeChellisAge: 2/08 Marketing and Product Innovation (2006-2007), Exec. VP, Travelers Life (2004-
42 2005), Exec. VP, Jackson National Life Distributors, Inc. (2002-2004)
* Mr. Kletti and Mr. DeChellis are each an "interested person," as defined under
the Investment Company Act of 1940, due to employment by an affiliated entity of
the Trusts.
As of July 31, 2009, none of the Nominees beneficially own any equity
securities of any of the Funds.
As of July 31, 2009, none of the non-interested Nominees or their
immediate family members own 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.
The following table sets forth total compensation paid to each Trustee for
the fiscal year ended December 31, 2008. Interested Trustees do not receive
compensation from the Trusts. However, all Trustees are reimbursed for all out-
of-pocket expenses relating to attendance at meetings.
NAME OF AGGREGATE AGGREGATE PENSION OR RETIREMENT BENEFITS ACCRUED AS PART ESTIMATED ANNUAL TOTAL
TRUSTEE COMPENSATION FROM COMPENSATION FROM OF THE TRUSTS' EXPENSES BENEFITS UPON COMPENSATION
THE VIP TRUST THE FOF TRUST RETIREMENT FROM THE
TRUSTS
----------------------------------------------------------------------------------------------------------------------------------
NON-INTERESTED TRUSTEES
3
Peter R. $73,242 $20,758 $0 N/A $94,000
Burnim
Peggy L. $73,242 $20,758 $0 N/A $94,000
Ettestad
Roger $73,242 $20,758 $0 N/A $94,000
Gelfenbien
Claire R. $73,242 $20,758 $0 N/A $94,000
Leonardi
Dickson W. $73,242 $20,758 $0 N/A $94,000
Lewis
Peter W. $73,242 $20,758 $0 N/A $94,000
McClean
Arthur C. $73,242 $20,758 $0 N/A $94,000
Reeds III
INTERESTED TRUSTEES
Jeffrey $0 $0 $0 N/A $0
Kletti
Robert $0 $0 $0 N/A $0
DeChellis
There were eleven joint meetings of the Board during the fiscal year ended
December 31, 2008. Mr. DeChellis attended four of the ten joint meetings of the
Board that he was eligible to attend.
Approval of the election of each of the Nominees to the Board requires the
affirmative vote of a plurality of the shares voted at the Meeting. 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 BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO
APPROVE THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF TRUSTEES.
PROPOSAL NO. 2 -- RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee of the Board has appointed KPMG LLP ("KPMG") as
independent registered public accountants for each of the Trusts for the fiscal
year ending December 31, 2009. While shareholder ratification of KPMG as
independent registered public accountants for each of the Trusts is not
required, the Board is submitting the appointment of KPMG to the shareholders
for ratification as a matter of good corporate practice. If the shareholders
fail to ratify the appointment, the Audit Committee will reconsider whether or
not to retain that firm. Even if the appointment is ratified, the Audit
Committee, which is solely responsible for appointing and terminating the
independent registered public accountants of the Trusts, may in its discretion,
direct the appointment of different independent registered public accountants
for a particular Trust at any time during the year if it determines that such a
change would be in the best interests of that particular Trust and its
shareholders. A representative of KPMG is expected to be present at the Meeting
with the opportunity to make a statement if he or she desires to do so and to
respond to shareholder questions.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year 2008 and fiscal year 2007, KPMG provided various
financial auditing services and certain tax return preparation services for each
of the Trusts. The following table presents fees for professional services
billed by KPMG to each of the Trusts by type and amount for fiscal year 2008 and
fiscal year 2007. Audit-related fees consist of consents on N-1A and N-14
filings. Tax fees consist of preparation of federal income tax returns, review
of capital gain distribution calculations and preparation of excise tax returns.
No other fees were billed.
4
-----------------------------------
| VIP TRUST | FOF TRUST |
-----------------------------------
2008 2007 2008 2007
------- ------ ------ ------
AUDIT FEES $415,480 $423,000 $27,840 $26,775
AUDIT-RELATED FEES $9,500 $17,000 $4,750 $4,500
TAX FEES $79,260 $76,680 $6,645 $6,390
ALL OTHER FEES $0 $0 $0 $0
TOTAL FEES $504,240 $516,680 $39,235 $37,665
Non-Audit Fees $88,760 $93,680 $11,395 $10,890
Ratification of KPMG as independent registered public accountants
for the Trusts requires the affirmative vote of a majority of the shares voted
at the Meeting. The votes of each Fund of each separate Trust, respectively,
will be counted together with respect to the ratification of KPMG.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR EACH OF THE TRUSTS.
OTHER MATTERS
The Board anticipates that the reorganization of certain Funds also will
be conducted at the Meeting. You will receive a separate proxy statement
containing information regarding these other matters if you are eligible to vote
on them. Otherwise, the Board 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.
5
SECTION B - OTHER INFORMATION REGARDING THE TRUSTS
MANAGEMENT OF THE TRUSTS
Overall responsibility for management of each Trust rests with its Board,
who are elected by the shareholders of such Trust. Trustees serve on both of
the Boards of the VIP Trust and the FOF Trust. The Trustees elect the 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 each Trust are insurance company separate accounts.
Separate account contract owners own units in the insurance company separate
accounts through variable life insurance policies and variable annuity
contracts, and the separate accounts in turn own shares of the VIP Trust or FOF
Trust, among other mutual fund investment options. A Contract Owner may
communicate with the Board of either Trust by phone at 1-800-624-0197, or by
mail at 5701 Golden Hills Drive, A3-765, Minneapolis, Minnesota 55416.
The Board has established the following standing committees to assist in
the oversight of the Trusts:
1. The AUDIT COMMITTEE, made up of Mr. Burnim, Ms. Ettestad, Mr. Gelfenbien,
Ms. Leonardi, Mr. Lewis, Mr. McClean and Mr. Reeds, met four times during the
last fiscal year. Mr. Reeds serves as chairman 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. None of the
members of the Audit Committee are "interested persons," as defined by the
Investment Company Act of 1940.
2. The INVESTMENT COMMITTEE, made up of Mr. Burnim, Ms. Ettestad, Mr.
Gelfenbien, Ms. Leonardi, Mr. Lewis, Mr. McClean and Mr. Reeds, met four times
during the last fiscal year. Mr. Gelfenbien and Mr. McClean serve as co-
chairmen of the Investment Committee. The functions of the Investment Committee
include evaluating and supervising the investment adviser, Allianz Investment
Management LLC (the "Manager"), and subadvisers to the various investment
portfolios of the Trust. None of the members of the Investment Committee are
"interested persons," as defined by the Investment Company Act of 1940.
3. The NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, made up of Mr. Burnim,
Ms. Ettestad, Mr. Gelfenbien, Ms. Leonardi, Mr. Lewis, Mr. McClean and Mr.
Reeds, met three times during the last fiscal year. Ms. Ettestad and Ms.
Leonardi serve as co-chairpersons of the Nominating and Corporate Governance
Committee. The Nominating and Corporate Governance Committee advises the Board
with respect to the selection and nomination of candidates for election to the
Board. It does not consider nominees recommended by shareholders of the Trust.
None of the members of the Nominating and Corporate Governance Committee are
"interested persons," as defined by the Investment Company Act of 1940.
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. Neither Trust regularly pays third parties fees to assist in the
process of identifying and evaluating candidates. However, 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.
6
The charter for the Nominating and Corporate Governance Committee is
attached hereto as Appendix A.
13. The VALUATION AND INVESTMENT POLICY COMMITTEE, made up of Mr. Kletti,
Darin Egbert, Brian Muench, Michael J. Tanski, Bradley K. Quello, Jeremy Smith
and David Teske, met 12 times during the last fiscal year. The Valuation and
Investment Policy Committee monitors the valuation of portfolio securities and
other investments of the Funds. When the Board is not in session, the Pricing
Subcommittee of the Valuation and Investment Policy Committee determines the
fair value of illiquid and other holdings. All of the members of the Valuation
and Investment Policy Committee are "interested persons," as defined by the
Investment Company Act of 1940.
OFFICER INFORMATION
The following table sets forth important information regarding the
officers of the Trusts (along with Jeffrey Kletti, the "Officers"). Jeffrey
Kletti is President of the Trusts. Information regarding Mr. Kletti 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.
NAME, ADDRESS, AND POSITION(S) LENGTH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
AGE HELD WITH OF TIME
THE TRUSTS SERVED
Michael J. Secretary Since Partner, Dorsey & Whitney LLP
RadmerAge: 64Suite 2/04
150050 South Sixth
StreetMinneapolis,
MN 55402
Troy SheetsAge: Treasurer, Since Senior Vice President of Financial Services, Citi Fund Services (2002-present); Audit
37Citi Fund Principal 2/04 Manager, KPMG LLP (1998-2002)
Services Ohio, Accounting
Inc.3435 Stelzer Officer and
RoadColumbus, OH Principal
43219 Financial
Officer
Stephen G. Chief Since Chief Compliance Officer, Allianz Life Advisers, LLC (2004-present); President, Simon
SimonAge: 405701 Compliance 11/06 Compliance Consulting Ltd. (2004); Compliance Counsel, Advantus Capital Management, Inc.
Golden Hills Officer and (2002-2004)
DriveMinneapolis, Anti-Money
MN 55416 Laundering
Compliance
Brian MuenchAge: Vice Since Vice President, Advisory Management, Allianz Life Advisers (2005-present); Assistant Vice
385701 Golden Hills President 2/06 President, Investments, Allianz Life (2002-2005)
DriveMinneapolis,
MN 55416
OUTSTANDING SHARES
The number of shares of the Funds outstanding on the record date, July 31,
2009, is listed in the table below. To the knowledge of the Trusts, no person
other than Allianz Life or Allianz NY beneficially owned more than 5% of the
outstanding shares of any of the Funds as of the record date. Information as of
that date with regard to Allianz Life's and Allianz NY's ownership in the Funds
is provided below.
[UPDATE TABLES WITH INFORMATION AS OF 7/31/2009]
7
VIP TRUST
FUND SHARES SHARES PERCENT OF OUTSTANDING SHARES SHARES PERCENT OF OUTSTANDING SHARES
OUTSTANDING OWNED BY OWNED BY ALLIANZ LIFE OWNED BY OWNED BY ALLIANZ NY
ALLIANZ ALLIANZ
LIFE NY
AZL AIM International Equity
Fund
AZL BlackRock Capital
Appreciation Fund
AZL BlackRock Growth Fund
AZL Columbia Mid Cap Value Fund
AZL Columbia Small Cap Value
Fund
AZL Columbia Technology Fund
AZL Davis NY Venture Fund
AZL Dreyfus Equity Growth Fund
AZL Enhanced Bond Index Fund
AZL First Trust Target Double
Play Fund
AZL Franklin Small Cap Value
Fund
AZL Franklin Templeton Founding
Strategy Plus Fund
8
AZL International Index Fund
AZL Jennison 20/20 Focus Fund
AZL JPMorgan Large Cap Equity
Fund
AZL JPMorgan U.S. Equity Fund
AZL Mid Cap Index Fund
AZL Money Market Fund
AZL NACM International Fund
AZL NACM International Growth
Fund
AZL NFJ International Value Fund
AZL OCC Growth Fund
AZL OCC Opportunity Fund
AZL Oppenheimer Global Fund
AZL Oppenheimer International
Growth Fund
AZL PIMCO Fundamental IndexPLUS
Total Return Fund
9
AZL S&P 500 Index Fund
AZL Schroder Emerging Markets
Equity Fund
AZL Schroder International Small
Cap Fund
AZL Small Cap Stock Index Fund
AZL TargetPLUS Balanced Fund
AZL TargetPLUS Equity Fund
AZL TargetPLUS Growth Fund
AZL TargetPLUS Moderate Fund
AZL Turner Quantitative Small
Cap Growth Fund
AZL Van Kampen Comstock Fund
AZL Van Kampen Equity and Income
Fund
AZL Van Kampen Global Franchise
Fund
AZL Van Kampen Global Real
Estate Fund
10
AZL Van Kampen Growth and Income
Fund
AZL Van Kampen Mid Cap Growth
Fund
FOF TRUST
FUND SHARES SHARES OWNED PERCENT OF OUTSTANDING SHARES OWNED SHARES PERCENT OF OUTSTANDING SHARES
OUTSTANDING BY ALLIANZ BY ALLIANZ LIFE OWNED BY OWNED BY ALLIANZ NY
LIFE ALLIANZ NY
AZL Fusion Balanced Fund
AZL Fusion Conservative
Fund*
AZL Fusion Growth Fund
AZL Fusion Moderate Fund
AZL Balanced Index
Strategy Fund*
AZL Moderate Index
Strategy Fund*
AZL Allianz Global
Investors Select Fund*
* As of the record date, this Fund had not commenced operations.
ANNUAL REPORTS OF THE TRUSTS
Upon request, the Trusts 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 Trusts by phone at 1-877-833-7113, 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.
11
SHAREHOLDER PROPOSALS
Neither Trust is required to hold annual shareholders meetings. Since
neither Trust holds regular meetings of shareholders, the anticipated date of
the next shareholders meeting cannot be provided. Any shareholder proposal
which may properly be included in the proxy solicitation material for a
shareholders meeting must be received by the respective Trust a reasonable time
before such Trust begins to print and send proxy materials to shareholders.
SHAREHOLDER WITH THE SAME ADDRESS
The Trusts' 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
record. If at any time you wish to receive multiple copies of the proxy
statement at your address, you may contact the Trusts by phone at 1-877-833-
7113, or by mail at 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, and
the Trusts will mail additional proxy statements for each of your accounts
within 30 days of your request. You may also contact the Trusts 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 Trusts' investment adviser, principal
underwriter and administrator are as follows:
Investment adviser: Allianz Investment Management LLC
5701 Golden Hills Drive
Minneapolis, MN 55416
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 C - PROXY VOTING AND SHAREHOLDER MEETING INFORMATION
A special joint meeting of shareholders of the Funds 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 Funds.
You have the right to instruct Allianz Life and Allianz Life of NY
(together, "Allianz") on how to vote the shares of the Funds 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, July 31, 2009. 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 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 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 any proposal.
12
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 Funds, its presence
at the Meeting in person or by proxy will meet the quorum requirement.
You may revoke your voting instructions up until voting results are
announced at the Meeting or at any adjournment of the Meeting by giving written
notice to Allianz prior to the Meeting by mail to Allianz Variable Insurance
Products Trust, c/o Advisory Management, A 3-825, 5701 Golden Hills Drive,
Minneapolis, Minnesota 55416, by executing and returning to Allianz a voting
instruction form with a later date, or by attending the Meeting and voting in
person. If you need a new voting instruction form, please call the Fund at 1-
800-950-5872 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 proposal.
The Funds 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. Representatives of the investment
adviser, without cost to the Funds, 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 the election of the Trustees or the
ratification of the independent registered public accountants, 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 proposals. 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 Funds will
pay the costs of any additional solicitation and of any adjourned Meeting. A
shareholder vote may be taken on one or more of 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
Secretary
Dated: August 14, 2009
13
VOTING INSTRUCTION FORM
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
SPECIAL JOINT MEETING: OCTOBER 21, 2009
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 proposals and in the discretion of Allianz Life and
Allianz NY on such other matters as may properly come before the Special Joint
Meeting of Shareholders of Allianz Variable Insurance Products Trust and Allianz
Variable Insurance Products Fund of Funds Trust to be held at 10:00 a.m. Central
Time on October 21, 2009, at the offices of Allianz Life Insurance Company of
North America, 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, and any
adjournment of the meeting (the "Special Joint 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
July 31, 2009. The following proposals are more fully described in the Notice
of Special Joint Meeting and Proxy Statement for the Special Joint Meeting dated
August 14, 2009 (receipt of which is hereby acknowledged).
UNLESS OTHERWISE DIRECTED, THE SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2
AND WILL BE VOTED, EITHER FOR OR AGAINST, AT THE DISCRETION OF ALLIANZ LIFE AND
ALLIANZ NY, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL JOINT
MEETING. THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSALS
1 AND 2.
(Continued and to be dated and signed on the reverse side.)
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
5701 GOLDEN HILLS DRIVE
MINNEAPOLIS, MINNESOTA 55416
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON OCTOBER 21, 2009.
THE NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS, PROXY STATEMENT AND
VOTING INSTRUCTION FORM ARE AVAILABLE AT [INSERT WEB SITE ADDRESS].
1. TO ELECT NINE (9) PERSONS TO THE BOARD OF TRUSTEES, EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
FOR all nominees [ ] WITHHOLD AUTHORITY for all [ ] FOR ALL EXCEPT [ ]
listed below nominees listed below those nominees that I have listed
below
Nominees: Peter R. Burnim, Robert DeChellis, Peggy L. Ettestad, Roger
Gelfenbien, Jeffrey Kletti, Claire R. Leonardi, Dickson W. Lewis, Peter W.
McClean and Arthur C. Reeds III. (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
Exceptions:
2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE TRUSTS' INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER
31, 2009.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL JOINT MEETING
PLEASE CHECK THIS BOX IF YOU EXPECT
TO ATTEND THE ANNUAL MEETING IN PERSON. [ ]
(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.)
Please Date:__________________________________
Sign Here:__________________________________
VOTES MUST BE INDICATED IN BLACK OR BLUE INK.
PLEASE SIGN AND DATE AND RETURN YOUR VOTING INSTRUCTION FORM TODAY.
APPENDIX A
CHARTER FOR THE NOMINATING
AND
CORPORATE GOVERNANCE COMMITTEE
OF
THE ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
AND
THE ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS
TRUST
This Charter sets forth the purpose, authority, and responsibilities of
the Nominating and Corporate Governance Committee of the Board of Trustees of
the Allianz Variable Insurance Products Trust (the "VIP Trust") and Board of
Trustees of the Allianz Variable Insurance Products Fund of Funds Trust (the
"FOF Trust") (collectively, the VIP Trust and the FOF Trust are referred to as
the "Trusts"). The Charter will be reviewed and approved annually by the Boards
of Trustees of the Trusts.
PURPOSE
The Nominating and Corporate Governance Committee has two primary
purposes: responsibility for the nomination of one or more persons to serve as
a member of the Boards of Trustees of the Trusts, and responsibility for
corporate governance matters affecting the Trusts.
AUTHORITY
The Nominating and Corporate Governance Committee has been duly
established by the Boards of Trustees of the Trusts, and shall be provided with
appropriate resources to discharge its responsibilities effectively.
COMPOSITION AND TERM OF MEMBERS OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE
The Nominating and Corporate Governance Committee shall be composed of all
the members of the Boards of Trustees 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 Boards of Trustees who
are members of the Nominating and Corporate Governance Committee are listed in
Exhibit A hereto. The members of the Nominating and Corporate Governance
Committee shall designate one member to serve as Chair of the Nominating and
Corporate Governance Committee. Each member of the Nominating and Corporate
Governance Committee shall serve until a successor is appointed.
MEETINGS
The Chair of the Nominating and Corporate Governance 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 the Boards of
Trustees of the Trusts. Meetings regarding that responsibility may be held as
often as deemed appropriate by the Chair of the Nominating and Corporate
Governance Committee. Meetings regarding its responsibility for corporate
governance matters affecting the Trusts will be held prior to, as part of, or
otherwise incident to the regular meetings of the Board of Trustees. Counsel to
the Independent Trustees of the Trusts will serve as counsel to the Nominating
and Corporate Governance Committee, and will be responsible for preparing and
maintaining the minutes of the meetings of the Nominating and Corporate
Governance Committee. Minutes of each such meeting will be circulated to all
members of the Nominating and Corporate Governance Committee in a timely manner.
RESPONSIBILITIES
The Nominating and Corporate Governance Committee shall provide assistance
to the Board of Trustees in fulfilling its responsibilities to the shareholders
of the Trusts.
FUNCTIONS OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
1. As required by Rules 10f-3, 12b-1, 15a-4, 17a-7, 17a-8, 17d-1, 17e-
1, 17g-1, and 18f-3 under the 1940 Act, the Nominating and Corporate Governance
Committee shall nominate persons to become Independent Trustees of the Trusts.
The Nominating and Corporate Governance Committee shall evaluate the
qualifications of a candidate to become an Independent Trustee and his or her
independence from the Allianz Life Advisers, 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 Nominating and Corporate Governance Committee shall also consider
the effect of any relationships beyond those delineated in that Act that might
impair the independence of a candidate, such as business, financial, or family
relationships with Allianz Life Advisers, LLC, the various sub-advisers, or
principal service providers to the Trusts.
2. Candidates may be recommended by members of the Nominating and
Corporate Governance Committee and by members of the Board of Trustees. Each
candidate will 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 an Independent Trustee, as well as his or
her compatibility with respect to business philosophy and style. The members of
the Nominating and Corporate Governance 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 Nominating and
Corporate Governance Committee shall determine which of the viable candidates
should be presented to the Boards of Trustees for selection to become a member
of the Boards of Trustees.
3. The Nominating and Corporate Governance Committee shall review the
corporate governance procedures of the Boards of Trustees no less frequently
than annually and shall recommend any appropriate changes to the Boards of
Trustees.
4. The Nominating and Corporate Governance Committee shall periodically
review the composition of the Boards of Trustees 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 Boards of Trustees.
5. The Nominating and Corporate Governance 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 Boards of
Trustees.
NOMINATIONS WITH RESPECT TO OTHER COMMITTEES OF THE BOARDS
1. The Nominating and Corporate Governance Committee shall make
nominations for membership on all of the Committees created by the Boards of
Trustees and shall review such assignments no less frequently than annually.
2. The Nominating and Corporate Governance Committee shall review, as
necessary and no less frequently than annually, the responsibilities of each of
the Committees created by the Boards of Trustees, including whether there is a
continuing need for such a Committee, whether there is a need for the Boards of
Trustees to create any additional Committees, and whether any of the existing
Committees should be combined or reorganized. The Nominating and Corporate
Governance Committee shall make recommendations for any such action to the
Boards of Trustees.
RETIREMENT POLICIES
1. It shall be the policy of the Nominating and Corporate Governance
Committee that Independent Trustees will retire from active service on the
Boards of Trustees by the end of the year in which they reach their 72nd
birthday.
OTHER POWERS AND RESPONSIBILITIES
1. The Nominating and Corporate Governance Committee shall monitor the
performance of independent legal counsel employed by the Independent Trustees as
defined in Rule 0-1 under the 1940 Act, and shall be responsible for the
supervision of such independent legal counsel.
2. The Nominating and Corporate Governance 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.
3. The Nominating and Corporate Governance Committee shall consider
such other matters as may be referred to it from time to time by the Boards of
Trustees.
As amended November 28, 2007
EXHIBIT A
MEMBERS OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Peter R. Burnim
Peggy Ettestad
Roger A. Gelfenbien
Arthur C. Reeds, III
Claire R. Leonardi
Dickson W. Lewis
Peter W. McClean
CHAIR OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Peggy Ettestad, Co-Chair
Claire R. Leonardi, Co-Chair