Stradley Ronon Stevens & Young, LLP
Suite 2600
www.stradley.com
December 19, 2022
Board of Trustees
Allianz Variable Insurance Products Trust
5701 Golden Hills Drive
Minneapolis, MN 55416-1297
| Re: | Registration Statement on Form N‑14 |
Ladies and Gentlemen:
We have acted as counsel to the Allianz Variable Insurance Products Trust (the “Trust”), a Delaware statutory trust, in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares to be issued by the Trust, in connection with the acquisition of substantially all of the assets and liabilities of each series identified as an Acquired Fund on Exhibit A hereto
, by and in exchange solely for shares of beneficial interest,
including fractional shares (calculated to the third decimal place), without par value, of each corresponding series identified as an Acquiring Fund on Exhibit A, each a series of the Trust
(the “Reorganization”).
We have reviewed the Trust’s Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) and By-Laws (“By-Laws”), resolutions adopted by the Trust’s Board of Trustees in connection with the Reorganization, the form of Agreement and Plan of Reorganization for the Reorganization, which was approved by the Trust’s Board of Trustees (the “Plan”), and such other legal and factual matters as we have deemed appropriate.
This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act, as amended, governing the issuance of shares of the Trust, and does not extend to the securities or “blue sky” laws of the State of Delaware or other states.
We have assumed the following for purposes of this opinion:
1. The shares of each Acquiring Fund of the Trust will be issued in accordance with the Trust’s Declaration of Trust and By-Laws, the Plan and resolutions of the Trust’s Board of Trustees relating to the creation, authorization and issuance of shares and the Reorganization.
2. The shares of each Acquiring Fund will be issued against payment therefor as described in the Joint Information Statement/Prospectus and the Statement of Additional Information relating thereto included in the Registration Statement and the Plan, and that such payment will have been at least equal to the net asset value of such shares.
Philadelphia, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
Board of Trustees
Allianz Variable Insurance Products Trust
December 19, 2022
Page 2
On the basis of the foregoing, it is our opinion that, when issued and paid for upon the terms provided in the Registration Statement and the Plan, the shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ STRADLEY RONON STEVENS & YOUNG, LLP
Board of Trustees
Allianz Variable Insurance Products Trust
December 19, 2022
Page 3
EXHIBIT A
| Acquired Fund | Acquiring Fund |
AZL® DFA 5 Year Global Fixed Income Fund ● Shares | AZL® Enhanced Bond Index Fund ● Shares |
AZL® Gateway Fund ● Shares | AZL® Fidelity Institutional Asset Management® (“FIAM”) Multi-Strategy Fund ● Class 2 Shares |
AZL® MetWest Total Return Bond Fund ● Shares | AZL® FIAM Total Bond Fund ● Class 2 Shares |
AZL® MSCI Emerging Markets Equity Index Fund ● Class 1 Shares ● Class 2 Shares | AZL® International Index Fund ● Class 1 Shares ● Class 2 Shares |
