N-CSR 1 d290155dncsr.htm ALLIANZ FUND OF FUNDS TRUST ANNUAL REPORT Allianz Fund of Funds Trust Annual Report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21624

Allianz Variable Insurance Products Fund of Funds Trust

(Exact name of registrant as specified in charter)

 

5701 Golden Hills Drive, Minneapolis, MN   55416-1297
(Address of principal executive offices)   (Zip code)

Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, OH 43219-8000

(Name and address of agent for service)

Registrant’s telephone number, including area code: 877-833-7113

Date of fiscal year end: December 31

Date of reporting period: December 31, 2011

 

 

 


Item 1. Reports to Stockholders.


AZL® Balanced Index Strategy Fund

Annual Report

December 31, 2011

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 12

Other Federal Income Tax Information

Page 13

Other Information

Page 14

Approval of Investment Advisory Agreement

Page 15

Information about the Board of Trustees and Officers

Page 18

This report is submitted for the general information of the shareholder of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus, which contains details concerning the sales charges and other pertinent information.


AZL® Balanced Index Strategy Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation with preservation of capital as an important consideration. This objective may be changed by the Trustees of the Fund without shareholder approval. The Fund seeks to achieve its objective by investing in a combination of Permitted Underlying Funds that represent different classes in the Fund’s asset allocation.

Investment Concerns

The Fund invests in underlying funds, so its investment performance is directly related to the performance of those underlying funds. Before investing, investors should assess the risks associated with and types of investments made by each of the underlying funds in which the Fund invests.

Stocks are more volatile and carry more risk and return potential than other forms of investments. International investing may involve risk of capital loss from unfavorable fluctuations in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations.

Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss.

Investing in derivatives instruments involves risks that may be different from or greater than the risk associated with investing directly in securities or other traditional instruments.

The performance of the Fund is expected to be lower than that of the Indices because of Fund fees and expenses. Securities in which the Fund will invest may involve substantial risk and may be subject to sudden severe price declines.

For a complete description of these and other risks associated with investing in a mutual Fund, please refer to the Fund’s prospectus.

Growth of a $10,000 Investment

 

LOGO

The chart above represents a comparison of a hypothetical investment in the Fund versus a similar investment in the Fund’s benchmark as well as the two component indices of the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2011

 

     1
Year
    Since
Inception
(7/10/09)
 

AZL® Balanced Index Strategy Fund

     2.41 %      10.93 % 

S&P 500 Index

     2.11 %      17.97 % 

Barclays Capital U.S. Aggregate Bond Index

     7.84 %      6.94 % 

Balanced Composite Index

     5.57 %      13.01 % 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit www.Allianzlife.com.

 

Expense Ratio1

   Gross  

AZL® Balanced Index Strategy Fund

     0.76 % 

The above expense ratios are based on the current Fund prospectus dated May 1, 2011. The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expense and Acquired Fund fees and expenses), to 0.20% through April 30, 2013. Additional information pertaining to the December 31, 2011 expense ratios can be found in the financial highlights.

 

1 

Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the Permitted Underlying Funds. Accordingly, Acquired Fund Fees and Expenses affect the Fund’s total returns. Because these fees and expenses are not included in the Fund’s financial highlights, the Fund’s total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the financial highlights table. Without Acquired Fund Fees and Expenses the Fund’s gross ratio would be 0.10% .

 

  The total return of the Fund does not reflect the effect of any insurance charges, the annual maintenance fee or the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Such charges, fees and tax payments would reduce the performance quoted.

 

  The Fund’s performance is measured against a composite index (the “Balanced Composite Index”), which is comprised of 50% of the Standard & Poor’s 500 Index (“S&P 500”) and 50% of the Barclays Capital U.S. Aggregate Bond Index. The S&P 500 is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole. The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year. These indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for services provided to the Fund. Investors cannot invest directly in an index.

 

2


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL Balanced Index Strategy Fund (the “Fund”), you incur ongoing costs, including management fees, distribution fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing cost only. Therefore, the examples are useful in comparing ongoing cost only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Please note that the expenses that apply to subaccounts of the insurance contracts were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the periods presented below.

The Actual Expense table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Balanced Index Strategy Fund

   $ 1,000.00       $ 982.10       $ 0.45         0.09 % 

The Hypothetical Expense table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Balanced Index Strategy Fund

   $ 1,000.00       $ 1,024.75       $ 0.46         0.09 % 

 

  * Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Portfolio Composition

(Unaudited)

The AZL Balanced Index Strategy Fund invested, as a percentage of net assets, in the following investments, as of December 31, 2011:

 

Investments

   Percent of
net assets+
 

Fixed Income

     50.2 % 

Domestic Equities

     37.5   

International Equities

     12.6   

Money Markets

     0.1   
  

 

 

 

Total

     100.4 % 
  

 

 

 

 

  + Investments are shown as a percentage of net assets, not total investments. As such the total may not equal 100%. For more information about the investments, please see the Schedule of Portfolio Investments.

 

3


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2011

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (100.3%):

  

  13,585,919      

AZL Enhanced Bond Index Fund

   $ 149,716,822   
  3,116,676      

AZL International Index Fund

     37,493,606   
  1,478,127      

AZL Mid Cap Index Fund

     22,319,718   
  8,947,896      

AZL S&P 500 Index Fund, Class 2

     77,578,259   
  1,198,555      

AZL Small Cap Stock Index Fund

     11,829,739   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $278,504,710)

     298,938,144   
     

 

 

 

 

Unaffiliated Investment Company (0.1%):

  

  367,480      

Dreyfus Treasury Prime Cash Management, 0.00%(a)

     367,480   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $367,480)

     367,480   
     

 

 

 

 
 

Total Investment Securities
(Cost $278,872,190)(b) — 100.4%

     299,305,624   

 

Net other assets (liabilities) — (0.4)%

     (1,131,409 ) 
     

 

 

 

 

Net Assets — 100.0%

   $ 298,174,215   
     

 

 

 

 

 

Percentages indicated are based on net assets as of December 31, 2011.

 

(a) The rate represents the effective yield at December 31, 2011.

 

(b) See Federal Tax Information listed in the Notes to the Financial Statements.

 

See accompanying notes to the financial statements.

 

4


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2011

 

Assets:

 

Investments in non-affiliates, at cost

  $ 367,480   

Investments in affiliates, at cost

    278,504,710   
 

 

 

 

Total investment securities, at cost

  $ 278,872,190   
 

 

 

 

Investments in non-affiliates, at value

  $ 367,480   

Investments in affiliates, at value

    298,938,144   
 

 

 

 

Total investment securities, at value

    299,305,624   

Receivable for capital shares issued

    55,515   

Prepaid expenses

    3,797   
 

 

 

 

Total Assets

    299,364,936   
 

 

 

 

Liabilities:

 

Payable for affiliated investments purchased

    367,480   

Payable for capital shares redeemed

    790,267   

Manager fees payable

    12,406   

Administration fees payable

    4,758   

Custodian fees payable

    500   

Administrative and compliance services fees payable

    1,754   

Trustee fees payable

    95   

Other accrued liabilities

    13,461   
 

 

 

 

Total Liabilities

    1,190,721   
 

 

 

 

Net Assets

  $ 298,174,215   
 

 

 

 

Net Assets Consist of:

 

Capital

  $ 271,539,548   

Accumulated net investment income/(loss)

    4,752,716   

Accumulated net realized gains/(losses) from investment transactions

    1,448,517   

Net unrealized appreciation/(depreciation) on investments

    20,433,434   
 

 

 

 

Net Assets

  $ 298,174,215   
 

 

 

 

Shares of beneficial interest (unlimited number of shares authorized, no par value)

    23,223,419   

Net Asset Value (offering and redemption price per share)

  $ 12.84   
 

 

 

 

Statement of Operations

For the Year Ended December 31, 2011

 

Investment Income:

  

Dividends from affiliates

   $ 3,015,572   

Dividends from non-affiliates

     1   
  

 

 

 

Total Investment Income

     3,015,573   
  

 

 

 

Expenses:

  

Manager fees

     126,793   

Administration fees

     52,748   

Custodian fees

     1,961   

Administrative and compliance services fees

     8,175   

Trustee fees

     12,497   

Professional fees

     9,322   

Shareholder reports

     7,780   

Other expenses

     5,456   
  

 

 

 

Total expenses

     224,732   
  

 

 

 

Net Investment Income/(Loss)

     2,790,841   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions from affiliates

     1,226,491   

Net realized gains distributions from affiliated underlying funds

     2,277,375   

Change in unrealized appreciation/depreciation on investments

     (895,558 ) 
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     2,608,308   
  

 

 

 

Change in Net Assets Resulting From Operations

   $ 5,399,149   
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statements of Changes in Net Assets

 

     AZL Balanced
Index Strategy Fund
 
     For the
Year Ended
December 31,
2011
    For the
Year Ended
December 31,
2010
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 2,790,841      $ 966,802   

Net realized gains/(losses) on investment transactions

     3,503,866        1,268,102   

Change in unrealized appreciation/depreciation on investments

     (895,558 )      15,339,475   
  

 

 

   

 

 

 

Change in net assets resulting from operations

     5,399,149        17,574,379   
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (1,928,123 )      —   
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (1,928,123 )      —   
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     92,317,289        58,761,964   

Proceeds from shares issued in merger

     —        12,949,369   

Proceeds from dividends reinvested

     1,928,123        —   

Value of shares redeemed

     (18,933,793 )      (6,961,264 ) 
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     75,311,619        64,750,069   
  

 

 

   

 

 

 

Change in net assets

     78,782,645        82,324,448   

Net Assets:

    

Beginning of period

     219,391,570        137,067,122   
  

 

 

   

 

 

 

End of period

   $ 298,174,215      $ 219,391,570   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 4,752,716      $ 1,928,121   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     7,181,805        4,925,121   

Shares issued in merger

     —        1,051,369   

Dividends reinvested

     154,869        —   

Shares redeemed

     (1,483,791 )      (600,998 ) 
  

 

 

   

 

 

 

Change in shares

     5,852,883        5,375,492   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund*

Financial Highlights

(Selected data for a share of beneficial interest outstanding throughout the periods indicated)

 

     Year Ended
December 31,
2011
    Year Ended
December 31,
2010
    July 10, 2009
to
December 31,
2009(a)
 

Net Asset Value, Beginning of Period

   $ 12.63      $ 11.43      $ 10.00   
  

 

 

   

 

 

   

 

 

 

Investment Activities:

      

Net Investment Income/(Loss)

     0.10        0.06        — (b) 

Net Realized and Unrealized Gains/(Losses) on Investments

     0.20        1.14        1.43   
  

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     0.30        1.20        1.43   
  

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

      

Net Investment Income

     (0.09 )      —        —   
  

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.09 )      —        —   
  

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 12.84      $ 12.63      $ 11.43   
  

 

 

   

 

 

   

 

 

 

Total Return(c)

     2.41 %      10.50 %      14.30 %(d) 

Ratios to Average Net Assets/ Supplemental Data:

      

Net Assets, End of Period ($000’s)

   $ 298,174      $ 219,392      $ 137,067   

Net Investment Income/(Loss)(e)

     1.10 %      0.58 %      (0.03 )% 

Expenses Before Reductions(e)(f)

     0.09 %      0.10 %      0.20 % 

Expenses Net of Reductions(e)

     0.09 %      0.10 %      0.20 % 

Portfolio Turnover Rate(g)

     6 %      4 %      50 %(d) 

 

 

* The expense ratios exclude the impact of fees/expenses paid by each underlying fund.

 

(a) Period from commencement of operations.

 

(b) Represents less than $0.005.

 

(c) The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.

 

(d) Not annualized.

 

(e) Annualized for periods less than one year.

 

(f) Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.

 

(g) The portfolio turnover rate can be volatile due to the amount and timing of purchases and sales of fund shares during the period.

 

See accompanying notes to the financial statements.

 

7


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2011

 

1. Organization

The Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”) was organized as a Delaware statutory trust on June 16, 2004. The Trust is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Trust consists of six separate investment portfolios, the AZL Balanced Index Strategy Fund, the AZL Fusion Balanced Fund, the AZL Fusion Conservative Fund, the AZL Fusion Growth Fund, the AZL Fusion Moderate Fund, and the AZL Growth Index Strategy Fund (individually a “Fund”, collectively, the “Funds”), each of which is a series of the Trust. These Notes to the Financial Statements are for the AZL Balanced Index Strategy Fund.

The Fund is a “fund of funds,” which means that the Fund invests in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. Periodically, the Fund will adjust its asset allocation as it seeks to achieve its investment objective.

The Trust is authorized to issue an unlimited number of shares of the Fund without par value. Shares of the Fund are available through the variable annuity contracts offered through the separate accounts of participating insurance companies.

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Management has evaluated events and transactions subsequent to period end through the date the financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

Security Valuation

The Fund records its investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. The valuation techniques used to determine fair value are further described in Note 4 below.

Investment Transactions and Investment Income

Investment transactions are recorded not later than on the business day following the trade date. However, for financial reporting purposes, securities transactions are accounted for on trade date. Net realized gains and losses on investments sold are recorded on the basis of identified cost of the security lot sold with the net sales proceeds. Interest income is recorded on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date.

Dividends to Shareholders

Dividends to shareholders are recorded on the ex-dividend date. The Fund distributes its dividends from net investment income and net realized capital gains, if any, on an annual basis. The amount of dividends from net investment income and from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, net operating loss, and reclassification of certain distributions), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales and post October losses) do not require reclassification. Dividends to shareholders that exceed net investment income and net realized gains for tax purposes are reported as distributions of capital.

 

8


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2011

 

Expense Allocation

Expenses directly attributable to the Fund are charged directly to the Fund, while expenses attributable to more than one Fund are allocated among the respective Funds based upon relative net assets or some other reasonable method. Expenses which are attributable to more than one Trust are allocated across the Allianz Variable Insurance Products and Allianz Variable Insurance Products Fund of Funds Trusts based upon relative net assets or another reasonable basis. Allianz Investment Management LLC (the “Manager”), serves as the investment manager for the Trust and the Allianz Variable Insurance Products Trust.

 

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses paid indirectly, based on the daily net assets of the Fund, through April 30, 2013. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2011, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Expense Limit  

AZL Balanced Index Strategy Fund

     0.05 %      0.20 % 

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the stated limit during the respective year. Any amounts recouped by the Manager during the period are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2011, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

In addition, the Manager may voluntarily waive or reimburse additional fees in order to maintain more competitive expense ratios. Any voluntary waivers or reimbursements are not subject to repayment in subsequent years. Information on the total amount waived/reimbursed by the Manager or repaid to the Manager by the Fund during the period can be found on the Statement of Operations. During the year ended December 31, 2011, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2011, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

Pursuant to separate agreements between the Funds and the Manager, the Manager provides a Chief Compliance Officer (“CCO”) and certain compliance oversight and regulatory filing services to the Trust. Under these agreements the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $75 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission. The fees are paid to the Manager on a quarterly basis. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administrative and compliance services fees.”

Citi Fund Services Ohio, Inc. (“Citi” or the “Administrator”), a wholly-owned subsidiary of Citigroup, Inc., with which an officer of the Trust is affiliated, serves as the Trust’s administrator, transfer agent, and fund accountant, and assists the Trust in all aspects of its administration and operation. The Administrator is entitled to a fee, accrued daily and paid monthly. In addition, the Administrator is entitled to annual account fees related to the transfer agency system, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. Fees payable to the Administrator are subject to certain reductions associated with services provided to new funds. The Administrator is also reimbursed for certain expenses incurred. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administration fees.”

 

9


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2011

 

Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, serves as distributor of the Fund and receives a Trust-wide annual fee of $7,500, paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund is a partner. During the year ended December 31, 2011, $4,468 was paid from the Fund relating to these fees and expenses.

Certain Officers and Trustees of the Trust are affiliated with the Manager or the Administrator. Such Officers (except for the Trust’s CCO as noted above) and Trustees receive no compensation from the Trust for serving in their respective roles. For their service to the Trust and to the Allianz Variable Insurance Products Trust, each non-interested Trustee receives a $36,000 annual Board retainer and a $8,000 meeting fee for each regular in-person Board meeting, a $4,000 meeting fee for each Committee meeting. In addition, Trustees may receive compensation for special meetings and telephonic meetings. Also, the Trustees are reimbursed for certain expenses associated with attending Board meetings. Compensation to the Trustees is allocated between the Trust and the Allianz Variable Insurance Products Trust in proportion to the assets under management of each Trust. During the year ended December 31, 2011, actual Trustee compensation was $924,000 in total for both Trusts.

 

4. Investment Valuation Summary

The valuation techniques employed by the Fund, as described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund’s investments are summarized in the three broad levels listed below:

 

  —  

Level 1 — quoted prices in active markets for identical assets

  —  

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

  —  

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (“Trustees”) as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 pm EST). The investments utilizing Level 1 valuations represent investments in open-end investment companies. The investments utilizing Level 2 valuations represent investments in funds that are only offered to Funds in the Trust and the Fund has the ability to redeem its interest at NAV daily.

For the year ended December 31, 2011, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

The following is a summary of the valuation inputs used as of December 31, 2011 in valuing the Fund’s investments based upon the three levels defined above:

 

      Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 298,938,144       $ —       $ 298,938,144   

Unaffiliated Investment Company

     367,480         —         367,480   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 299,305,624       $ —       $ 299,305,624   
  

 

 

    

 

 

    

 

 

 

The Fund recognizes significant transfers between fair value hierarchy levels at the reporting period end. There were no significant transfers between Levels 1 and 2 as of December 31, 2011.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. ASU 2011-04 includes common requirements for measurement of and

 

10


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2011

 

disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements has not been determined.

 

5. Security Purchases and Sales

For the year ended December 31, 2011, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL Balanced Index Strategy Fund

   $ 96,298,831       $ 16,098,413   

 

6. Federal Income Tax Information

It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code under Subchapter M, applicable to regulated investment companies, and to distribute all of its taxable income, including any net realized gains on investments, to its shareholders. Therefore, no provision is made for federal income taxes.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Cost for federal income tax purposes at December 31, 2011 is $278,892,356. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

   $ 22,787,895   

Unrealized depreciation

     (2,374,627 ) 
  

 

 

 

Net unrealized appreciation

   $ 20,413,268   
  

 

 

 

During the year ended December 31, 2011, the Fund utilized $71,416 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2011 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Balanced Index Strategy Fund

   $ 1,928,123       $ —       $ 1,928,123   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

During the year ended December 31, 2010 there were no dividends paid to shareholders.

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

     Undistributed
Ordinary
Income
     Undistributed
Long-Term
Capital Gains
     Unrealized
Appreciation(a)
     Total
Accumulated
Earnings/
(Deficit)
 

AZL Balanced Index Strategy Fund

   $ 4,752,716       $ 1,468,683       $ 20,413,268       $ 26,634,667   

 

  (a) The differences between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.

 

7. Acquisition of AZL Allianz Global Investors Select Fund

On October 15, 2010, the Fund acquired all of the net assets of the AZL Allianz Global Investors Select Fund, an open-end investment company, pursuant to a plan of reorganization approved by AZL Allianz Global Investors Select Fund shareholders on October 13, 2010. The purpose of the transaction was to combine two funds managed by the Manager with comparable investment objectives and strategies. The acquisition was accomplished by a tax-free exchange of 1,232,160 shares of the Fund, valued at $12,949,369, for 1,051,369 shares of the AZL Allianz Global Investors Select Fund outstanding on October 15, 2010.

 

11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Balanced Index Strategy Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the periods in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the periods in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Columbus, Ohio

February 24, 2012

 

12


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2011, 43.91% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

 

13


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Information (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request, by visiting the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov, or by calling 800-624-0197.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available (i) without charge, upon request, by calling 800-624-0197; (ii) on the Allianz Variable Insurance Products Fund of Funds Trust’s website at https://www.allianzlife.com; and (iii) on the Commission’s website at http://www.sec.gov.

The Fund files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. Schedules of Portfolio Holdings for the Fund in this report are available without charge on the Commission’s website at http://www.sec.gov, or may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

14


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Approval of Investment Advisory Agreement (Unaudited)

Subject to the general supervision of the Board of Trustees and in accordance with each Fund’s investment objectives and restrictions, investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). The Manager manages each Fund pursuant to an investment management agreement (the “Management Agreement”) with the Trust in respect of each such Fund. The Management Agreement provides that the Manager, subject to the supervision and approval of the Board of Trustees, is responsible for the management of each Fund. This management includes making asset allocation decisions and investment decisions pursuant to which the four Fusion Funds will invest in shares of Permitted Underlying Funds and in other Permitted Underlying Investments. The Manager also makes investment decisions for the AZL Balanced Index Strategy and the AZL Growth Index Strategy Funds. For management services, each Fund pays the Manager an investment advisory fee based upon each Fund’s average daily net assets. The Manager has contractually agreed to limit the expenses of each Fund by reimbursing each Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2013.

Wilshire Funds Management (“Wilshire”) serves as a consultant to the Manager in preparing statistical and other factual information for use in the creation and maintenance of the asset allocation models for the Fusion Funds (the AZL Fusion Conservative, Balanced, Moderate and Growth Funds) pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

In reviewing the services provided by the Manager and the terms of the Management Agreement, the Board receives and reviews information related to the Manager’s experience and expertise in the variable insurance marketplace. Currently, the Funds are offered only through variable annuities and variable life insurance policies, and not in the retail fund market. In addition, the Board receives information regarding the Manager’s expertise with regard to portfolio diversification and asset allocation requirements within variable insurance products issued by Allianz Life Insurance Company of North America and its subsidiary, Allianz Life Insurance Company of New York. Currently, the Funds are offered only through Allianz Life and Allianz of New York variable products.

As required by the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board has reviewed and approved the Management Agreement with the Manager. The Board’s decision to approve this contract reflects the exercise of its business judgment on whether to approve new arrangements and continue the existing arrangements. During its review of the contract, the Board considered many factors, among the most material of which are: the Funds’ investment objectives, the Manager’s management philosophy, personnel, processes and investment performance, including its compliance history and the adequacy of its compliance processes; the preferences and expectations of Fund shareholders (and underlying contract owners) and their relative sophistication; the continuing state of competition in the mutual fund industry; and comparable fees in the mutual fund industry.

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement, Compliance Services Agreement and Chief Compliance Officer Agreement, under which the Manager is compensated by the Trust for performing certain administrative and compliance services including providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer; and (2) Allianz Life Financial Services LLC, an affiliated person of the Manager, is a registered securities broker-dealer and receives (along with its affiliated persons) payments made by the Underlying Funds pursuant to Rule 12b-1.

The Board is aware that various courts have interpreted provisions of the 1940 Act and have indicated in their decisions that the following factors may be relevant to the Manager’s compensation: the nature and quality of the services provided by the Manager, including the performance of the funds; the Manager’s cost of providing the services; the extent to which the Manager may realize “economies of scale” as the funds grow larger; any indirect benefits that may accrue to the Manager and its affiliates as a result of the Manager’s relationship with the funds; performance and expenses of comparable funds; the profitability to the Manager from acting as adviser to the funds; and the extent which the independent Board members are fully informed about all facts bearing on the Manager’s services and fees. The Trust’s Board is aware of these factors and took them into account in its review of the Management Agreement for the funds.

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the

 

15


Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board’s evaluation of the Management Agreement is informed by reports covering such matters as: the Manager’s investment philosophy, personnel and processes, and the Fund’s investment performance (in absolute terms as well as in relationship to its benchmark). In connection with comparing the performance of each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the performance of the Underlying Funds, rebalancing decisions, and the impact of cash positions and Fund fees and expenses. The Board also receives reports on the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the nature and extent of the advisory and other services provided to the Fund by the Manager and its affiliates; compliance and audit reports concerning the Funds and the companies that service them; and relevant developments in the mutual fund industry and how the Funds and/or the Manager are responding to them.

The Board also receives financial information about the Manager, including reports on the compensation and benefits the Manager derives from its relationships with the Funds. These reports cover not only the fees under the Management Agreement, but also fees, if any, received for providing other services to the Funds. The reports also discuss any indirect or “fall out” benefits the Manager or its affiliates may derive from its relationship with the Funds.

The Management Agreement was most recently considered at Board of Trustees meetings held in the fall of 2011. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2011, and at an “in person” Board of Trustees meeting held October 26, 2011. The Agreement was approved at the Board meeting of October 26, 2011. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2013. In connection with such meetings, the Trustees requested and evaluated extensive materials from the Manager, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by an independent third party provider and other sources believed to be reliable by the Manager. Prior to voting, the Trustees reviewed the proposed approval/continuance of the Agreement with management and with experienced counsel who are independent of the Manager and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed approvals/ continuances. The independent (“disinterested”) Trustees also discussed the proposed approvals/continuances in a private session with such counsel at which no representatives of the Manager were present. In reaching their determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Trustees considered all factors they believed relevant. The Board based its decision to approve the Management Agreement on the totality of the circumstances and relevant factors, and with a view to past and future long-term considerations. Not all of the factors and considerations discussed above and below are necessarily relevant to each Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

An SEC rule requires that shareholder reports include a discussion of certain factors relating to the selection of the investment adviser and the approval of the advisory fee. The “factors” enumerated by the SEC are set forth below in italics, as well as the Board’s conclusions regarding such factors:

(1)  The nature, extent and quality of services provided by the Manager.  The Trustees noted that the Manager, subject to the control of the Board of Trustees, administers each Fund’s business and other affairs. The Trustees noted that the Manager also provides the Trust and each Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Trust on behalf of the Funds) and executive and other personnel as are necessary for the operation of the Trust and the Funds. Except for the Trust’s Chief Compliance Officer, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

The Trustees considered the scope and quality of services provided by the Manager and noted that the scope of such services provided had expanded as a result of recent regulatory and other developments. The Trustees noted that, for example, the Manager is responsible for maintaining and monitoring its own compliance program, and this compliance program has recently been refined and enhanced in light of new regulatory requirements. The Trustees considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Trust and to each of the Funds under the Management Agreement.

(2)  The investment performance of the Fund and the Manager.  In connection with the fall 2011 contract review process, Trustees received extensive information on the performance results of the Funds. Performance information includes information on absolute total return, performance versus the appropriate benchmark(s), the contribution to performance of the Manager’s asset class allocation decisions, overlay or global tactical asset allocation and volatility reduction strategies, the performance of the Underlying Funds, and the impact on performance of rebalancing decisions, cash and Fund fees. For

 

16


example, in connection with the Board of Trustees meeting held September 14, 2011, the Manager reported that for the three year period ended June 30, 2011, the AZL Fusion Balanced Fund ranked in the 69th percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 76th and 88th percentile of the “mixed-asset target allocation growth” peer group, and for the year ended June 30, 2011 the Conservative, Balanced, Moderate and Growth Funds ranked in the 36th, 90th, 94th and 64th percentiles, respectively. For the year to date through June 30, 2011, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 76th and 38th percentiles of their peer groups.

At the Board of Trustees meeting held October 26, 2011, the Trustees determined that the investment performance of all of the Funds was acceptable.

(3)  The costs of services to be provided and profits to be realized by the Manager and its affiliates from the relationship with the Funds.  The Board considered that the Manager receives an advisory fee from each of the Funds. The Manager reported that for the Fusion Funds the advisory fee paid put these Funds in the 60th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid by these Funds put them in the 16th percentile of the customized peer group. Trustees were provided with information that the operating expenses for the Fusion Balanced, Moderate and Growth Funds put them at the 58th percentile, the Conservative Fund at the 83rd percentile (as operating expenses remained elevated as the Fund was recouping fee waivers) and the Index Strategy Funds in the 43rd percentile of the customized peer group.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2009 through June 30, 2011. The Trustees recognized that it is difficult to make comparisons of profitability from investment company advisory agreements because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocation of expenses and the adviser’s capital structure and cost of capital. In considering profitability information, the Trustees considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Trustees focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Trustees recognized that the Manager should, in the abstract, be entitled to earn a reasonable level of profits for the services it provides to each Fund.

Based upon the information provided, the Board concluded that the Funds’ advisory fees and expense ratios are not unreasonable, and determined that there was no evidence that the Manager’s level of profitability from its relationship with the Funds was excessive.

(4) and (5)  The extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale.  The Trustees noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Trustees recognized that breakpoints may be an appropriate way for the Manager to share its economies of scale, if any, with Funds that have substantial assets. However, they also recognized that there may not be a direct relationship between any economies of scale realized by Funds and those realized by the Manager as assets increase. The Trustees do not believe there is a uniform methodology for establishing breakpoints that give effect to Fund-specific service provided by the Manager. The Trustees noted that in the fund industry as a whole, as well as among funds similar to the Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age, size, and other characteristics of a particular fund and its manager’s cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different managers have different cost structures and service models, it is difficult to draw meaningful conclusions from the breakpoints that may have been adopted by other funds. The Trustees also noted that the advisory agreements for many funds do not have breakpoints at all, or if breakpoints exist, they may be at asset levels significantly greater than those of the individual Funds. The Trustees also noted that the total assets in all of the Funds as of June 30, 2011 were approximately $4.6 billion and that the largest Fund had assets of approximately $1.8 billion.

Having taken these factors into account, the Trustees concluded that the absence of breakpoints in the Funds’ advisory fee rate schedules was acceptable under each Fund’s circumstances.

The Trustees noted that the Manager has agreed to temporarily “cap” Fund expenses at certain levels, which has the effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of fee “caps” and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. It expects to consider whether or not to approve the Management Agreement at a meeting to be held prior to December 31, 2012, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


 

Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently nine Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

AZL Fund Complex
During Past 5 Years

Peter R. Burnim, Age 64

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director iQ Venture Partners, Inc., 2005 to present; EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years.   42   Argus Group Holdings; Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 54

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director, Red Canoe Management Consulting LLC, 2008 to present; Senior Managing Director, Residential Capital LLC, 2003 to 2008; Chief Operations Officer, Transamerica Reinsurance 2002 to 2003.   42   Luther College

Roger Gelfenbien, Age 68

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999.   42   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 56

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04  

Chief Executive Officer, Connecticut Innovations, 2012 to present; General Partner of Fairview Capital, L.P., 1994 to present.

  42   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 63

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to present; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002; Consultant to Hartford Insurance Co., 2001.   42   None

Peter W. McClean, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; President and CEO of Measurisk, LLC, 2001 to 2003; Chief Risk Management Officer at Bank Of Bermuda Ltd., 1996 to 2001.   42   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Senior Investment Officer, Hartford Foundation for Public Giving, 2000 to 2003; Chairman, Chief Executive and President of Conning Corp., 1999 to 2000; Investment Consultant 1997 to 1999.   42   Connecticut Water Service, Inc.

 

18


Interested Trustees(3)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office**/ Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

Fund Complex
During Past 5 Years

Robert DeChellis, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present; Senior Vice President of Marketing and Product Innovation, 2006 to 2007; Executive Vice President, Travelers Life 2004 to 2005; Executive Vice President, Jackson National Life Distributors, Inc. 2002 to 2004.   42   None

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.   42   None

Officers

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s) During Past 5 Years

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  President   Since 11/10   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Allianz Life from April 2011, to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.

Michael Radmer, Age 66

Dorsey & Whitney LLP,

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402-1498

  Secretary   Since 2/04   Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 45

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, OH 43219

  Treasurer, Principal Accounting
Officer and Principal Financial
Officer
  Since 4/10   Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., December 2009 to present; Director, Product Management, Columbia Management, April 2007 to April 2009; Deputy Treasurer, Columbia Funds and Director, Fund Administration, Columbia Management, January 2006 to April 2007; Vice President, Fund Administration, Columbia Management, July 2002 to December 2005.

Stephen G. Simon, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Chief Compliance Officer(4)
and Anti Money Laundering
Compliance Officer
  Since 11/06   Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present; President, Simon Compliance Consulting Ltd, May 2004 to July 2004; Compliance Counsel, Advantus Capital Management, Inc., January 2002 to May 2004.

 

  (1) Member of the Audit Committee.

 

  (2) Indefinite.

 

  (3) Is an “interested person”, as defined by the 1940 Act, due to employment by Allianz.

 

  (4) The Manager and the Trust are parties to a Chief Compliance Officer Agreement under which the Manager is compensated by the Trust for providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer. The Chief Compliance Officer and Anti Money Laundering Compliance Officer is not considered a corporate officer or executive employee of the Trust.

 

19


 

LOGO

 

The Allianz VIP Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1211 2/12


AZL FusionSM Balanced Fund

Annual Report

December 31, 2011

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 19

This report is submitted for the general information of the shareholder of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus, which contains details concerning the sales charges and other pertinent information.


AZL FusionSM Balanced Fund Review (unaudited)

Allianz Investment Management LLC serves as the Manager for the AZL FusionSM Balanced Fund.

What factors affected the Fund’s performance during the year ended December 31, 2011?

For the year ended December 31, 2011, the AZL FusionSM Balanced Fund returned –0.90% . That compared to a 5.57% total return for its benchmark, the Balanced Composite Index, which is comprised of equal weightings in the S&P 500 Index1 and the Barclays Capital U.S. Aggregate Bond Index2.

The AZL FusionSM Balanced Fund is a fund of funds that generates broad diversification by investing in 26 underlying funds as of year-end. The Fund typically holds between 40% and 60% of its assets in equity funds and between 40% and 60% in fixed income funds. The Fund also invests in non-traditional asset classes such as commodities.*

Stock prices were mixed over the past year. Despite strong U.S. corporate earnings, markets were highly sensitive to continued questions about U.S. economic growth coupled with uncertainty from European sovereign debt concerns; albeit, during this time of uncertainty domestic stock prices rose. As a result, the S&P 500 returned 2.11% for the year. On the other hand, international equities, as measured by the MSCI EAFE Index3 fell 11.73%, and emerging markets equities also fell 18.17% over the year, as measured by the MSCI Emerging Markets Index4.

Bond yields fell during the year due to a flight to safety favoring U.S. Treasuries, which pushed bond prices higher despite the U.S. credit downgrade. The Barclays Capital U.S. Aggregate Bond Index gained 7.84% during the year. High-yield bonds returned 4.98%, as measured by the Barclays Capital U.S. Corporate High-Yield Bond Index5, and Treasury Inflation-Protected Securities (TIPS) gained 13.56%, as measured by the Barclays Capital U.S. Treasury Inflation Protected Securities Index6.

The Fund’s absolute performance was weighed down by its allocation to non-U.S. asset classes.*

For the year, the Fund lagged its composite benchmark due to its diversified asset allocation approach coupled with underperformance from its underlying holdings. Negative performance from U.S. mid- and small-cap stocks, international equities, emerging markets and commodities dragged on relative performance. Moreover, underperformance from key underlying funds relative to the individual managers’ stated benchmarks dragged on the Fund’s performance.*

The Fund’s relative performance benefited from its allocations to large-cap growth stocks and TIPS. Those were among the few asset classes that outpaced the S&P 500 and Barclays Capital U.S. Aggregate Bond Index, respectively. Relative performance also benefited from a select number of underlying funds that generated excess returns over their stated benchmarks.*

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2011.
1 

The Standard & Poor’s 500 Index (“S&P 500”) is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole.

2 

The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year.

3 

The Morgan Stanley Capital International, Europe, Australasia and Far East (“MSCI EAFE”) Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

4 

The Morgan Stanley Capital International (“MSCI”) Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity performance of emerging markets.

5 

The Barclays Capital U.S. Corporate High-Yield Bond Index measures the market of USD-denominated, non-investment-grade, fixed-rate, taxable corporate bonds. Securities are classified as high yield if the middle rating of Moody’s, Fitch, and S&P is Ba1/BB+/BB+ or below. The index excludes emerging market debt.

6 

The Barclays Capital U.S. Treasury Inflation-Protected Securities (TIPS) Index (Series-L) is a rules-based, market value-weighted index that tracks inflation-protected securities issued by the U.S. Treasury.

 

  Investors cannot invest directly in an index.

 

1


AZL FusionSM Balanced Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation with preservation of capital as an important consideration. This objective may be changed by the Trustees of the Fund without shareholder approval. The Fund seeks to achieve its objective by investing in a combination of Permitted Underlying Funds that represent different classes in the Fund’s asset allocation.

Investment Concerns

The Fund invests in underlying funds, so its investment performance is directly related to the performance of those underlying funds. Before investing, investors should assess the risks associated with and types of investments made by each of the underlying funds in which the Fund invests.

Stocks are more volatile and carry more risk and return potential than other forms of investments.

Small- to mid-capitalization companies typically have a higher risk of failure and historically have experienced a greater degree of volatility.

International investing may involve risk of capital loss from unfavorable fluctuations in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations.

Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss.

For a complete description of these and other risks associated with investing in a mutual Fund, please refer to the Fund’s prospectus.

Growth of a $10,000 Investment

 

LOGO

The chart above represents a comparison of a hypothetical investment in the Fund versus a similar investment in the Fund’s benchmark, as well as the two component indices of the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2011

 

     1
Year
    3
Year
    5
Year
    Since
Inception
(4/29/05)
 

AZL FusionSM Balanced Fund

     –0.90 %      11.73 %      1.63 %      3.69 % 

S&P 500 Index

     2.11 %      14.11 %      –0.25 %      3.40 % 

Barclays Capital U.S. Aggregate Bond Index

     7.84 %      6.77 %      6.50 %      5.75 % 

Balanced Composite Index

     5.57 %      11.02 %      3.73 %      5.08 % 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit www.Allianzlife.com.

 

Expense Ratio1

   Gross  

AZL FusionSM Balanced Fund

     1.11 % 

The above expense ratios are based on the current Fund prospectus dated May 1, 2011. The Manager has voluntarily reduced the management fee to 0.15% . The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expense and Acquired Fund fees and expenses), to 0.30% through April 30, 2013. Additional information pertaining to the December 31, 2011 expense ratios can be found in the financial highlights.

 

1 

Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the Permitted Underlying Funds. Accordingly, Acquired Fees and Expenses affect the Fund’s total returns. Because these fees and expenses are not included in the Fund’s financial highlights, the Fund’s total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the financial highlights table. Without Acquired Fund Fees and expenses the Fund’s gross ratio would be 0.24% .

 

  The total return of the Fund does not reflect the effect of any insurance charges, the annual maintenance fee or the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Such charges, fees and tax payments would reduce the performance quoted.

 

  The Fund’s performance is measured against a composite index (the “Balanced Composite Index”), which is comprised of 50% of the Standard & Poor’s 500 Index (“S&P 500”) and 50% of the Barclays Capital U.S. Aggregate Bond Index. The S&P 500 is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole. The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year. These indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for services provided to the Fund. Investors cannot invest directly in an index.

 

2


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Expense Examples

(Unaudited)

 

 

As a shareholder of the AZL Fusion Balanced Fund (the “Fund”), you incur ongoing costs, including management fees, distribution fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing cost only. Therefore, the examples are useful in comparing ongoing cost only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Please note that the expenses that apply to subaccounts of the insurance contracts were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the periods presented below.

The Actual Expense table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Balanced Fund

   $ 1,000.00       $ 956.80       $ 0.84         0.17 % 

The Hypothetical Expense table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Balanced Fund

   $ 1,000.00       $ 1,024.35       $ 0.87         0.17 % 

 

  * Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Portfolio Composition

(Unaudited)

The AZL Fusion Balanced Fund invested, as a percentage of net assets, in following investments, as of December 31, 2011:

 

Investments

   Percent of
net assets+
 

Fixed Income

     52.9 % 

Domestic Equities

     33.1   

International Equities

     8.9   

Alternatives

     4.8   
  

 

 

 

Total

     99.7 % 
  

 

 

 

 

  + Investments are shown as a percentage of net assets, not total investments. As such the total may not equal 100%. For more information about the investments, please see the Schedule of Portfolio Investments.

 

3


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Schedule of Portfolio Investments

December 31, 2011

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (99.7%):

  

  982,068      

AZL Allianz AGIC Opportunity Fund

   $ 11,372,345   
  2,644,787      

AZL BlackRock Capital Appreciation Fund

     33,244,975   
  1,102,253      

AZL Columbia Mid Cap Value Fund

     8,443,261   
  1,726,975      

AZL Columbia Small Cap Value Fund

     17,476,985   
  5,627,392      

AZL Eaton Vance Large Cap Value Fund

     43,837,383   
  2,027,254      

AZL International Index Fund

     24,387,871   
  1,684,919      

AZL Invesco Growth and Income Fund

     17,506,313   
  2,379,647      

AZL Invesco International Equity Fund

     33,243,663   
  1,735,596      

AZL JPMorgan International Opportunities Fund

     23,291,696   
  3,830,105      

AZL JPMorgan U.S. Equity Fund

     35,313,570   
  1,261,356      

AZL MFS Investors Trust Fund

     17,394,104   
  582,945      

AZL Mid Cap Index Fund

     8,802,470   
  2,076,246      

AZL Morgan Stanley Global Real Estate Fund

     16,236,243   
  599,352      

AZL Morgan Stanley Mid Cap Growth Fund

     7,983,363   
  1,324,782      

AZL NFJ International Value Fund

     16,082,853   
Shares           Fair
Value
 
     

 

Affiliated Investment Companies, continued

  

  2,283,349      

AZL Russell 1000 Growth Index Fund

   $ 25,345,177   
  4,126,814      

AZL Russell 1000 Value Index Fund

     42,753,789   
  1,084,018      

AZL Schroder Emerging Markets Equity Fund, Class 2

     7,664,007   
  6,747,129      

AZL Strategic Investments Trust

     15,046,099   
  918,613      

AZL Turner Quantitative Small Cap Growth Fund

     8,616,590   
  1,756,692      

PIMCO PVIT Commodity Real Return Strategy Portfolio

     12,648,185   
  2,886,116      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     28,399,377   
  3,757,463      

PIMCO PVIT High Yield Portfolio

     28,068,248   
  3,631,519      

PIMCO PVIT Real Return Portfolio

     50,659,691   
  30,425,555      

PIMCO PVIT Total Return Portfolio

     335,289,611   
  3,822,419      

PIMCO PVIT Unconstrained Bond Portfolio

     37,497,927   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $863,520,448)

     906,605,796   
     

 

 

 

 
 

Total Investment Securities
(Cost $863,520,448)(a) — 99.7%

     906,605,796   

 

Net other assets (liabilities) — 0.3%

     3,063,623   
     

 

 

 

 

Net Assets — 100.0%

   $ 909,669,419   
     

 

 

 
 

 

 

Percentages indicated are based on net assets as of December 31, 2011.

 

(a) See Federal Tax Information listed in the Notes to the Financial Statements.

 

See accompanying notes to the financial statements.

 

4


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

 

Statement of Assets and Liabilities

December 31, 2011

 

Assets:

  

Investments in affiliates, at cost

   $ 863,520,448   
  

 

 

 

Investments in affiliates, at value

   $ 906,605,796   

Dividends receivable

     1,061,085   

Receivable for capital shares issued

     3,214,438   

Receivable for affiliated investments sold

     235,396   

Prepaid expenses

     11,435   
  

 

 

 

Total Assets

     911,128,150   
  

 

 

 

Liabilities:

  

Cash overdraft

     235,396   

Payable for affiliated investments purchased

     1,061,085   

Manager fees payable

     114,429   

Administration fees payable

     5,200   

Custodian fees payable

     333   

Administrative and compliance services fees payable

     5,253   

Trustee fees payable

     283   

Other accrued liabilities

     36,752   
  

 

 

 

Total Liabilities

     1,458,731   
  

 

 

 

Net Assets

   $ 909,669,419   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 891,878,247   

Accumulated net investment income/(loss)

     19,924,956   

Accumulated net realized gains/(losses) from investment transactions

     (45,219,132 ) 

Net unrealized appreciation/(depreciation) on investments

     43,085,348   
  

 

 

 

Net Assets

   $ 909,669,419   
  

 

 

 

Shares of beneficial interest (unlimited number of shares authorized, no par value)

     86,252,032   

Net Asset Value (offering and redemption price per share)

   $ 10.55   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2011

 

Investment Income:

  

Dividends from affiliates

   $ 17,784,611   

Dividends from non-affiliates

     2   
  

 

 

 

Total Investment Income

     17,784,613   
  

 

 

 

Expenses:

  

Manager fees

     1,754,910   

Administration fees

     54,751   

Custodian fees

     1,815   

Administrative and compliance services fees

     35,187   

Trustee fees

     52,922   

Professional fees

     38,993   

Shareholder reports

     27,419   

Other expenses

     22,617   
  

 

 

 

Total expenses before reductions

     1,988,614   

Less expenses voluntarily waived/reimbursed by the Manager

     (438,735 ) 
  

 

 

 

Net expenses

     1,549,879   
  

 

 

 

Net Investment Income/(Loss)

     16,234,734   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions from affiliates

     10,362,871   

Net realized gains distributions from affiliated underlying funds

     7,336,077   

Change in unrealized appreciation/depreciation on investments

     (43,014,603 ) 
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     (25,315,655 ) 
  

 

 

 

Change in Net Assets Resulting From Operations

   $ (9,080,921 ) 
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statement of Changes in Net Assets

 

     AZL Fusion Balanced Fund  
     For the
Year Ended
December 31,
2011
    For the
Year Ended
December 31,
2010
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 16,234,734      $ 11,908,198   

Net realized gains/(losses) on investment transactions

     17,698,948        44,519,408   

Change in unrealized appreciation/depreciation on investments

     (43,014,603 )      17,087,101   
  

 

 

   

 

 

 

Change in net assets resulting from operations

     (9,080,921 )      73,514,707   
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (21,713,322 )      (19,098,572 ) 
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (21,713,322 )      (19,098,572 ) 
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     155,707,296        190,641,415   

Proceeds from dividends reinvested

     21,713,322        19,098,572   

Value of shares redeemed

     (55,149,589 )      (29,452,140 ) 
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     122,271,029        180,287,847   
  

 

 

   

 

 

 

Change in net assets

     91,476,786        234,703,982   

Net Assets:

    

Beginning of period

     818,192,633        583,488,651   
  

 

 

   

 

 

 

End of period

   $ 909,669,419      $ 818,192,633   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 19,924,956      $ 21,713,269   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     14,312,890        18,227,101   

Dividends reinvested

     2,081,814        1,843,491   

Shares redeemed

     (5,100,267 )      (2,869,642 ) 
  

 

 

   

 

 

 

Change in shares

     11,294,437        17,200,950   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund*

Financial Highlights

(Selected data for a share of beneficial interest outstanding throughout the periods indicated)

 

     Year Ended December 31,  
     2011     2010     2009     2008     2007  

Net Asset Value, Beginning of Period

   $ 10.92      $ 10.10      $ 8.35      $ 12.16      $ 11.65   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

          

Net Investment Income/(Loss)

     0.17        0.10        0.12        0.20        0.24   

Net Realized and Unrealized Gains/(Losses) on Investments

     (0.27 )      1.00        2.09        (3.43 )      0.58   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     (0.10 )      1.10        2.21        (3.23 )      0.82   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

          

Net Investment Income

     (0.27 )      (0.28 )      (0.18 )      (0.25 )      (0.16 ) 

Net Realized Gains

     —        —        (0.28 )      (0.33 )      (0.15 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.27 )      (0.28 )      (0.46 )      (0.58 )      (0.31 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 10.55      $ 10.92      $ 10.10      $ 8.35      $ 12.16   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(a)

     (0.90 )%      11.07 %      26.71 %      (27.44 )%      7.11 % 

Ratios to Average Net Assets/ Supplemental Data:

          

Net Assets, End of Period ($000’s)

   $ 909,669      $ 818,193      $ 583,489      $ 299,155      $ 368,394   

Net Investment Income/(Loss)

     1.85 %      1.75 %      2.65 %      2.37 %      2.49 % 

Expenses Before Reductions(b)

     0.23 %      0.24 %      0.25 %      0.25 %      0.26 % 

Expenses Net of Reductions

     0.18 %      0.19 %      0.20 %      0.25 %      0.26 % 

Portfolio Turnover Rate

     20 %      34 %      37 %      62 %      33 % 

 

 

* The expense ratios exclude the impact of fees/expenses paid by each underlying fund.

 

(a) The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.

 

(b) Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.

 

See accompanying notes to the financial statements.

 

7


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2011

 

1. Organization

The Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”) was organized as a Delaware statutory trust on June 16, 2004. The Trust is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Trust consists of six separate investment portfolios, the AZL Balanced Index Strategy Fund, the AZL Fusion Balanced Fund, the AZL Fusion Conservative Fund, the AZL Fusion Growth Fund, the AZL Fusion Moderate Fund, and the AZL Growth Index Strategy Fund (individually a “Fund”, collectively, the “Funds”), each of which is a series of the Trust. These Notes to the Financial Statements are for the AZL Fusion Balanced Fund.

The Fund is a “fund of funds,” which means that the Fund invests in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. Periodically, the Fund will adjust its asset allocation as it seeks to achieve its investment objective.

The Trust is authorized to issue an unlimited number of shares of the Fund without par value. Shares of the Fund are available through the variable annuity contracts offered through the separate accounts of participating insurance companies.

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Management has evaluated events and transactions subsequent to period end through the date the financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

Security Valuation

The Fund records its investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. The valuation techniques used to determine fair value are further described in Note 4 below.

Investment Transactions and Investment Income

Investment transactions are recorded not later than on the business day following the trade date. However, for financial reporting purposes, securities transactions are accounted for on trade date. Net realized gains and losses on investments sold are recorded on the basis of identified cost of the security lot sold with the net sales proceeds. Interest income is recorded on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date.

Dividends to Shareholders

Dividends to shareholders are recorded on the ex-dividend date. The Fund distributes its dividends from net investment income and net realized capital gains, if any, on an annual basis. The amount of dividends from net investment income and from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, net operating loss, and reclassification of certain distributions), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales and

 

8


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2011

 

post October losses) do not require reclassification. Dividends to shareholders that exceed net investment income and net realized gains for tax purposes are reported as distributions of capital.

Expense Allocation

Expenses directly attributable to the Fund are charged directly to the Fund, while expenses attributable to more than one Fund are allocated among the respective Funds based upon relative net assets or some other reasonable method. Expenses which are attributable to more than one Trust are allocated across the Allianz Variable Insurance Products and Allianz Variable Insurance Products Fund of Funds Trusts based upon relative net assets or another reasonable basis. Allianz Investment Management LLC (the “Manager”), serves as the investment manager for the Trust and the Allianz Variable Insurance Products Trust.

 

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses paid indirectly, based on the daily net assets of the Fund, through April 30, 2013. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2011, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Expense Limit  

AZL Fusion Balanced Fund

     0.20 %      0.30 % 

 

  * The Manager voluntarily reduced the management fee to 0.15%. The Manager reserves the right to increase the management fee to the amount shown in the table above at any time.

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the stated limit during the respective year. Any amounts recouped by the Manager during the period are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2011, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

In addition, the Manager may voluntarily waive or reimburse additional fees in order to maintain more competitive expense ratios. Any voluntary waivers or reimbursements are not subject to repayment in subsequent years. Information on the total amount waived/reimbursed by the Manager or repaid to the Manager by the Fund during the period can be found on the Statement of Operations.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2011, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

Pursuant to separate agreements between the Funds and the Manager, the Manager provides a Chief Compliance Officer (“CCO”) and certain compliance oversight and regulatory filing services to the Trust. Under these agreements the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $75 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission. The fees are paid to the Manager on a quarterly basis. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administrative and compliance services fees.”

Citi Fund Services Ohio, Inc. (“Citi” or the “Administrator”), a wholly-owned subsidiary of Citigroup, Inc., with which an officer of the Trust is affiliated, serves as the Trust’s administrator, transfer agent, and fund accountant, and assists the Trust

 

9


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2011

 

in all aspects of its administration and operation. The Administrator is entitled to a fee, accrued daily and paid monthly. In addition, the Administrator is entitled to annual account fees related to the transfer agency system, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. Fees payable to the Administrator are subject to certain reductions associated with services provided to new funds. The Administrator is also reimbursed for certain expenses incurred. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administration fees.”

Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, serves as distributor of the Fund and receives a Trust-wide annual fee of $7,500, paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund is a partner. During the year ended December 31, 2011, $15,311 was paid from the Fund relating to these fees and expenses.

Certain Officers and Trustees of the Trust are affiliated with the Manager or the Administrator. Such Officers (except for the Trust’s CCO as noted above) and Trustees receive no compensation from the Trust for serving in their respective roles. For their service to the Trust and to the Allianz Variable Insurance Products Trust, each non-interested Trustee receives a $36,000 annual Board retainer and a $8,000 meeting fee for each regular in-person Board meeting, a $4,000 meeting fee for each Committee meeting. In addition, Trustees may receive compensation for special meetings and telephonic meetings. Also, the Trustees are reimbursed for certain expenses associated with attending Board meetings. Compensation to the Trustees is allocated between the Trust and the Allianz Variable Insurance Products Trust in proportion to the assets under management of each Trust. During the year ended December 31, 2011, actual Trustee compensation was $924,000 in total for both Trusts.

 

4. Investment Valuation Summary

The valuation techniques employed by the Fund, as described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund’s investments are summarized in the three broad levels listed below:

 

  —  

Level 1 — quoted prices in active markets for identical assets

  —  

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

  —  

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (“Trustees”) as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 pm EST). The investments utilizing Level 1 valuations represent investments in open-end investment companies. The investments utilizing Level 2 valuations represent investments in funds that are only offered to Funds in the Trust and the Fund has the ability to redeem its interest at NAV daily.

For the year ended December 31, 2011, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2011

 

The following is a summary of the valuation inputs used as of December 31, 2011 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1      Level 2     Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 891,559,697       $ 15,046,099 (1)    $ 906,605,796   
  

 

 

    

 

 

   

 

 

 

Total Investment Securities

   $ 891,559,697       $ 15,046,099      $ 906,605,796   
  

 

 

    

 

 

   

 

 

 

 

  (1) Consists of the holding, AZL Strategic Investments Trust, listed under Affiliated Investment Companies on the Fund’s Schedule of Portfolio Investments. The AZL Strategic Investments Trust is only offered to Funds in the Trust, and the Fund has the ability to redeem its interest in the AZL Strategic Investments Trust at NAV daily.

The Fund recognizes significant transfers between fair value hierarchy levels at the reporting period end. There were no significant transfers between Levels 1 and 2 as of December 31, 2011.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements has not been determined.

 

5. Security Purchases and Sales

For the year ended December 31, 2011, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL Fusion Balanced Fund

   $ 299,112,849       $ 176,613,665   

 

6. Federal Income Tax Information

It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code under Subchapter M, applicable to regulated investment companies, and to distribute all of its taxable income, including any net realized gains on investments, to its shareholders. Therefore, no provision is made for federal income taxes.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Cost for federal income tax purposes at December 31, 2011 is $878,327,758. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

   $ 55,584,267   

Unrealized depreciation

     (27,306,229 ) 
  

 

 

 

Net unrealized appreciation

   $ 28,278,038   
  

 

 

 

 

As of the end of its tax year ended December 31, 2011, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the table below. Under the provisions of the Regulated Investment Company Modernization Act of 2010, CLCFs that originated in a tax year that began before December 23, 2010 (pre-effective CLCFs) may be carried forward, subject to certain limitations, and applied to offset future capital gains, and thus reduce the amount of distributable capital gains, for up to eight succeeding tax years, after which any unutilized CLCFs expire. Pre-effective CLCFs are applied as short-term capital loss regardless of whether the originating capital loss was short term or long term. CLCFs that originate in tax years beginning after December 22, 2010 (post-effective CLCFs), are applied consistent with the character in which they originated as a new

 

11


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2011

 

loss on the first day of the immediately succeeding tax year, and thus take precedent over the application of pre-effective CLCFs. Post-effective CLCFs can be carried forward indefinitely.

Pre-effective CLCFs subject to expiration:

 

     Expires
12/31/2017
 

AZL Fusion Balanced Fund

   $ 30,411,821   

During the year ended December 31, 2011, the Fund utilized $14,937,205 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2011 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Balanced Fund

   $ 21,713,322       $ —       $ 21,713,322   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

The tax character of dividends paid to shareholders during the year ended December 31, 2010 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Balanced Fund

   $ 19,098,572       $ —       $ 19,098,572   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

     Undistributed
Ordinary
Income
     Accumulated
Capital and
Other Losses
    Unrealized
Appreciation(a)
     Total
Accumulated
Earnings/
(Deficit)
 

AZL Fusion Balanced Fund

   $ 19,924,955       $ (30,411,821 )    $ 28,278,038       $ 17,791,172   

 

  (a) The differences between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Fusion Balanced Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Columbus, Ohio

February 24, 2012

 

13


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2011, 4.00% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

 

14


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Information (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request, by visiting the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov, or by calling 800-624-0197.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available (i) without charge, upon request, by calling 800-624-0197; (ii) on the Allianz Variable Insurance Products Fund of Funds Trust’s website at https://www.allianzlife.com; and (iii) on the Commission’s website at http://www.sec.gov.

The Fund files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. Schedules of Portfolio Holdings for the Fund in this report are available without charge on the Commission’s website at http://www.sec.gov, or may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

15


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Approval of Investment Advisory Agreement (Unaudited)

Subject to the general supervision of the Board of Trustees and in accordance with each Fund’s investment objectives and restrictions, investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). The Manager manages each Fund pursuant to an investment management agreement (the “Management Agreement”) with the Trust in respect of each such Fund. The Management Agreement provides that the Manager, subject to the supervision and approval of the Board of Trustees, is responsible for the management of each Fund. This management includes making asset allocation decisions and investment decisions pursuant to which the four Fusion Funds will invest in shares of Permitted Underlying Funds and in other Permitted Underlying Investments. The Manager also makes investment decisions for the AZL Balanced Index Strategy and the AZL Growth Index Strategy Funds. For management services, each Fund pays the Manager an investment advisory fee based upon each Fund’s average daily net assets. The Manager has contractually agreed to limit the expenses of each Fund by reimbursing each Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2013.

Wilshire Funds Management (“Wilshire”) serves as a consultant to the Manager in preparing statistical and other factual information for use in the creation and maintenance of the asset allocation models for the Fusion Funds (the AZL Fusion Conservative, Balanced, Moderate and Growth Funds) pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

In reviewing the services provided by the Manager and the terms of the Management Agreement, the Board receives and reviews information related to the Manager’s experience and expertise in the variable insurance marketplace. Currently, the Funds are offered only through variable annuities and variable life insurance policies, and not in the retail fund market. In addition, the Board receives information regarding the Manager’s expertise with regard to portfolio diversification and asset allocation requirements within variable insurance products issued by Allianz Life Insurance Company of North America and its subsidiary, Allianz Life Insurance Company of New York. Currently, the Funds are offered only through Allianz Life and Allianz of New York variable products.

As required by the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board has reviewed and approved the Management Agreement with the Manager. The Board’s decision to approve this contract reflects the exercise of its business judgment on whether to approve new arrangements and continue the existing arrangements. During its review of the contract, the Board considered many factors, among the most material of which are: the Funds’ investment objectives, the Manager’s management philosophy, personnel, processes and investment performance, including its compliance history and the adequacy of its compliance processes; the preferences and expectations of Fund shareholders (and underlying contract owners) and their relative sophistication; the continuing state of competition in the mutual fund industry; and comparable fees in the mutual fund industry.

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement, Compliance Services Agreement and Chief Compliance Officer Agreement, under which the Manager is compensated by the Trust for performing certain administrative and compliance services including providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer; and (2) Allianz Life Financial Services LLC, an affiliated person of the Manager, is a registered securities broker-dealer and receives (along with its affiliated persons) payments made by the Underlying Funds pursuant to Rule 12b-1.

The Board is aware that various courts have interpreted provisions of the 1940 Act and have indicated in their decisions that the following factors may be relevant to the Manager’s compensation: the nature and quality of the services provided by the Manager, including the performance of the funds; the Manager’s cost of providing the services; the extent to which the Manager may realize “economies of scale” as the funds grow larger; any indirect benefits that may accrue to the Manager and its affiliates as a result of the Manager’s relationship with the funds; performance and expenses of comparable funds; the profitability to the Manager from acting as adviser to the funds; and the extent which the independent Board members are fully informed about all facts bearing on the Manager’s services and fees. The Trust’s Board is aware of these factors and took them into account in its review of the Management Agreement for the funds.

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the

 

16


Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board’s evaluation of the Management Agreement is informed by reports covering such matters as: the Manager’s investment philosophy, personnel and processes, and the Fund’s investment performance (in absolute terms as well as in relationship to its benchmark). In connection with comparing the performance of each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the performance of the Underlying Funds, rebalancing decisions, and the impact of cash positions and Fund fees and expenses. The Board also receives reports on the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the nature and extent of the advisory and other services provided to the Fund by the Manager and its affiliates; compliance and audit reports concerning the Funds and the companies that service them; and relevant developments in the mutual fund industry and how the Funds and/or the Manager are responding to them.

The Board also receives financial information about the Manager, including reports on the compensation and benefits the Manager derives from its relationships with the Funds. These reports cover not only the fees under the Management Agreement, but also fees, if any, received for providing other services to the Funds. The reports also discuss any indirect or “fall out” benefits the Manager or its affiliates may derive from its relationship with the Funds.

The Management Agreement was most recently considered at Board of Trustees meetings held in the fall of 2011. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2011, and at an “in person” Board of Trustees meeting held October 26, 2011. The Agreement was approved at the Board meeting of October 26, 2011. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2013. In connection with such meetings, the Trustees requested and evaluated extensive materials from the Manager, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by an independent third party provider and other sources believed to be reliable by the Manager. Prior to voting, the Trustees reviewed the proposed approval/continuance of the Agreement with management and with experienced counsel who are independent of the Manager and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed approvals/ continuances. The independent (“disinterested”) Trustees also discussed the proposed approvals/continuances in a private session with such counsel at which no representatives of the Manager were present. In reaching their determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Trustees considered all factors they believed relevant. The Board based its decision to approve the Management Agreement on the totality of the circumstances and relevant factors, and with a view to past and future long-term considerations. Not all of the factors and considerations discussed above and below are necessarily relevant to each Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

An SEC rule requires that shareholder reports include a discussion of certain factors relating to the selection of the investment adviser and the approval of the advisory fee. The “factors” enumerated by the SEC are set forth below in italics, as well as the Board’s conclusions regarding such factors:

(1)  The nature, extent and quality of services provided by the Manager.  The Trustees noted that the Manager, subject to the control of the Board of Trustees, administers each Fund’s business and other affairs. The Trustees noted that the Manager also provides the Trust and each Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Trust on behalf of the Funds) and executive and other personnel as are necessary for the operation of the Trust and the Funds. Except for the Trust’s Chief Compliance Officer, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

The Trustees considered the scope and quality of services provided by the Manager and noted that the scope of such services provided had expanded as a result of recent regulatory and other developments. The Trustees noted that, for example, the Manager is responsible for maintaining and monitoring its own compliance program, and this compliance program has recently been refined and enhanced in light of new regulatory requirements. The Trustees considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Trust and to each of the Funds under the Management Agreement.

(2)  The investment performance of the Fund and the Manager.  In connection with the fall 2011 contract review process, Trustees received extensive information on the performance results of the Funds. Performance information includes information on absolute total return, performance versus the appropriate benchmark(s), the contribution to performance of the Manager’s asset class allocation decisions, overlay or global tactical asset allocation and volatility reduction strategies, the performance of the Underlying Funds, and the impact on performance of rebalancing decisions, cash and Fund fees. For

 

17


example, in connection with the Board of Trustees meeting held September 14, 2011, the Manager reported that for the three year period ended June 30, 2011, the AZL Fusion Balanced Fund ranked in the 69th percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 76th and 88th percentile of the “mixed-asset target allocation growth” peer group, and for the year ended June 30, 2011 the Conservative, Balanced, Moderate and Growth Funds ranked in the 36th, 90th, 94th and 64th percentiles, respectively. For the year to date through June 30, 2011, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 76th and 38th percentiles of their peer groups.

At the Board of Trustees meeting held October 26, 2011, the Trustees determined that the investment performance of all of the Funds was acceptable.

(3)  The costs of services to be provided and profits to be realized by the Manager and its affiliates from the relationship with the Funds.  The Board considered that the Manager receives an advisory fee from each of the Funds. The Manager reported that for the Fusion Funds the advisory fee paid put these Funds in the 60th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid by these Funds put them in the 16th percentile of the customized peer group. Trustees were provided with information that the operating expenses for the Fusion Balanced, Moderate and Growth Funds put them at the 58th percentile, the Conservative Fund at the 83rd percentile (as operating expenses remained elevated as the Fund was recouping fee waivers) and the Index Strategy Funds in the 43rd percentile of the customized peer group.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2009 through June 30, 2011. The Trustees recognized that it is difficult to make comparisons of profitability from investment company advisory agreements because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocation of expenses and the adviser’s capital structure and cost of capital. In considering profitability information, the Trustees considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Trustees focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Trustees recognized that the Manager should, in the abstract, be entitled to earn a reasonable level of profits for the services it provides to each Fund.

Based upon the information provided, the Board concluded that the Funds’ advisory fees and expense ratios are not unreasonable, and determined that there was no evidence that the Manager’s level of profitability from its relationship with the Funds was excessive.

(4) and (5)  The extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale.  The Trustees noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Trustees recognized that breakpoints may be an appropriate way for the Manager to share its economies of scale, if any, with Funds that have substantial assets. However, they also recognized that there may not be a direct relationship between any economies of scale realized by Funds and those realized by the Manager as assets increase. The Trustees do not believe there is a uniform methodology for establishing breakpoints that give effect to Fund-specific service provided by the Manager. The Trustees noted that in the fund industry as a whole, as well as among funds similar to the Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age, size, and other characteristics of a particular fund and its manager’s cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different managers have different cost structures and service models, it is difficult to draw meaningful conclusions from the breakpoints that may have been adopted by other funds. The Trustees also noted that the advisory agreements for many funds do not have breakpoints at all, or if breakpoints exist, they may be at asset levels significantly greater than those of the individual Funds. The Trustees also noted that the total assets in all of the Funds as of June 30, 2011 were approximately $4.6 billion and that the largest Fund had assets of approximately $1.8 billion.

Having taken these factors into account, the Trustees concluded that the absence of breakpoints in the Funds’ advisory fee rate schedules was acceptable under each Fund’s circumstances.

The Trustees noted that the Manager has agreed to temporarily “cap” Fund expenses at certain levels, which has the effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of fee “caps” and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. It expects to consider whether or not to approve the Management Agreement at a meeting to be held prior to December 31, 2012, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

18


 

Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently nine Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

AZL Fund Complex
During Past 5 Years

Peter R. Burnim, Age 64

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director iQ Venture Partners, Inc., 2005 to present; EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years.   42   Argus Group Holdings; Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 54

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director, Red Canoe Management Consulting LLC, 2008 to present; Senior Managing Director, Residential Capital LLC, 2003 to 2008; Chief Operations Officer, Transamerica Reinsurance 2002 to 2003.   42   Luther College

Roger Gelfenbien, Age 68

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999.   42   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 56

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04  

Chief Executive Officer, Connecticut Innovations, 2012 to present; General Partner of Fairview Capital, L.P., 1994 to present.

  42   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 63

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to present; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002; Consultant to Hartford Insurance Co., 2001.   42   None

Peter W. McClean, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; President and CEO of Measurisk, LLC, 2001 to 2003; Chief Risk Management Officer at Bank Of Bermuda Ltd., 1996 to 2001.   42   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Senior Investment Officer, Hartford Foundation for Public Giving, 2000 to 2003; Chairman, Chief Executive and President of Conning Corp., 1999 to 2000; Investment Consultant 1997 to 1999.   42   Connecticut Water Service, Inc.

 

19


Interested Trustees(3)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office**/ Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

Fund Complex
During Past 5 Years

Robert DeChellis, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present; Senior Vice President of Marketing and Product Innovation, 2006 to 2007; Executive Vice President, Travelers Life 2004 to 2005; Executive Vice President, Jackson National Life Distributors, Inc. 2002 to 2004.   42   None

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.   42   None

Officers

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s) During Past 5 Years

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  President   Since 11/10   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Allianz Life from April 2011, to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.

Michael Radmer, Age 66

Dorsey & Whitney LLP,

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402-1498

  Secretary   Since 2/04   Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 45

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, OH 43219

  Treasurer, Principal Accounting
Officer and Principal Financial
Officer
  Since 4/10   Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., December 2009 to present; Director, Product Management, Columbia Management, April 2007 to April 2009; Deputy Treasurer, Columbia Funds and Director, Fund Administration, Columbia Management, January 2006 to April 2007; Vice President, Fund Administration, Columbia Management, July 2002 to December 2005.

Stephen G. Simon, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Chief Compliance Officer(4)
and Anti Money Laundering
Compliance Officer
  Since 11/06   Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present; President, Simon Compliance Consulting Ltd, May 2004 to July 2004; Compliance Counsel, Advantus Capital Management, Inc., January 2002 to May 2004.

 

  (1) Member of the Audit Committee.

 

  (2) Indefinite.

 

  (3) Is an “interested person”, as defined by the 1940 Act, due to employment by Allianz.

 

  (4) The Manager and the Trust are parties to a Chief Compliance Officer Agreement under which the Manager is compensated by the Trust for providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer. The Chief Compliance Officer and Anti Money Laundering Compliance Officer is not considered a corporate officer or executive employee of the Trust.

 

20


 

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1211 2/12


AZL FusionSM Conservative Fund

Annual Report

December 31, 2011

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 19

This report is submitted for the general information of the shareholder of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus, which contains details concerning the sales charges and other pertinent information.


AZL FusionSM Conservative Fund Review (unaudited)

Allianz Investment Management LLC serves as Manager for the AZL FusionSM Conservative Fund.

What factors affected the Fund’s performance during the year ended December 31, 2011?

For the year ended December 31, 2011, the AZL FusionSM Conservative Fund returned 0.64% . That compared to a 6.38% total return for its benchmark, the Conservative Composite Index, which is comprised of a 35% weighting in the S&P 500 Index1 and a 65% weighting in the Barclays Capital U.S. Aggregate Bond Index2.

The AZL FusionSM Conservative Fund is a fund of funds that generates broad diversification by investing in 23 underlying funds as of year-end. The Fund typically holds between 25% and 45% of its assets in equity funds and 55% to 75% of its assets in fixed income funds. Additionally, the Fund invests in non-traditional asset classes such as commodities.*

Stock prices were mixed over the past year. Despite strong U.S. corporate earnings, markets were highly sensitive to continued questions about U.S. economic growth coupled with uncertainty from European sovereign debt concerns; however, during this time of uncertainty domestic stock prices rose. As a result, the S&P 500 Index returned 2.11% for the year. On the other hand, international equities fell 11.73%, as measured by the MSCI EAFE Index3.

Bond yields fell during the year due to a flight to safety favoring U.S. Treasuries, which pushed bond prices higher despite the U.S. credit downgrade. The Barclays Capital U.S. Aggregate Bond Index gained 7.84% during the year. High-yield bonds returned 4.98%, as measured by the Barclays Capital U.S. Corporate High-Yield Bond Index4, and Treasury Inflation-Protected Securities (TIPS) gained 13.56%, as measured by the Barclays Capital U.S. Treasury Inflation Protected Securities Index5.

The Fund’s absolute performance benefited from its allocation to fixed income fund holdings.*

In terms of relative performance, the Fund lagged its composite benchmark for the year due to its diversified asset allocation approach coupled with underperformance its underlying holdings. Negative performance from U.S. mid- and small-cap stocks, international equities and commodities dragged on relative performance. In addition, underperformance from key underlying funds relative to the individual managers’ stated benchmarks dragged on the Fund’s performance.*

The Fund’s relative performance benefited from its allocations to large-cap growth stocks and TIPS. Those were among the few asset classes that outpaced the S&P 500 and Barclays Aggregate Bond Index, respectively. Relative performance benefited from a select number of underlying funds that generated excess returns over their stated benchmarks.*

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2011.
1 

The Standard & Poor’s 500 Index (“S&P 500”) is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole.

2 

The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year.

3 

The Morgan Stanley Capital International, Europe, Australasia and Far East (“MSCI EAFE”) Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

4 

The Barclays Capital U.S Corporate High-Yield Bond Index measures the market of USD-denominated, non-investment grade, fixed-rate, taxable corporate bonds. Securities are classified as high yield if the middle rating of Moody’s, Fitch, and S&P is Ba1/BB+/BB+ or below. The index excludes emerging market debt.

5 

The Barclays Capital U.S. Treasury Inflation-Protected Securities (TIPS) Index (Series-L) is a rules-based, market value-weighted index that tracks inflation-protected securities issued by the U.S. Treasury.

 

  Investors cannot invest directly in an index.


AZL FusionSM Conservative Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation with preservation of capital as an important consideration. This objective may be changed by the Trustees of the Fund without shareholder approval. The Fund seeks to achieve its objective by investing in a combination of Permitted Underlying Funds that represent different classes in the Fund’s asset allocation.

Investment Concerns

The Fund invests in underlying funds, so its investment performance is directly related to the performance of those underlying funds. Before investing, investors should assess the risks associated with and types of investments made by each of the underlying funds in which the Fund invests.

Stocks are more volatile and carry more risk and return potential than other forms of investments. Small- to mid-capitalization companies typically have a higher risk of failure and historically have experienced a greater degree of volatility.

International investing may involve risk of capital loss from unfavorable fluctuations in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations.

Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss.

For a complete description of these and other risks associated with investing in a mutual Fund, please refer to the Fund’s prospectus.

Growth of a $10,000 Investment

 

LOGO

The chart above represents a comparison of a hypothetical investment in the Fund versus a similar investment in the Fund’s benchmark, as well as the two component indices of the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2011

 

     1
Year
    Since
Inception
(10/23/09)
 

AZL FusionSM Conservative Fund

     0.64 %      6.03 % 

S&P 500 Index

     2.11 %      9.46 % 

Barclays Capital U.S. Aggregate Bond Index

     7.84 %      6.66 % 

Conservative Composite Index

     6.38 %      8.17 % 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit www.Allianzlife.com.

 

Expense Ratio1

   Gross  

AZL FusionSM Conservative Fund

     1.14 % 

The above expense ratios are based on the current Fund prospectus dated May 1, 2011. The Manager has voluntarily reduced the management fee to 0.15% . The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expense and Acquired Fund fees and expenses), to 0.35% through April 30, 2013. Additional information pertaining to the December 31, 2011 expense ratios can be found in the financial highlights.

 

1 

Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the Permitted Underlying Funds. Accordingly, Acquired Fees and Expenses affect the Fund’s total returns. Because these fees and expenses are not included in the Fund’s financial highlights, the Fund’s total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the financial highlights table. Without Acquired Fund Fees and expenses the Fund’s gross ratio would be 0.34% .

 

  The total return of the Fund does not reflect the effect of any insurance charges, the annual maintenance fee or the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Such charges, fees and tax payments would reduce the performance quoted.

 

  The Fund’s performance is measured against a composite index (the “Conservative Composite Index”), which is comprised of 35% of the Standard & Poor’s 500 Index (“S&P 500”) and 65% of the Barclays Capital U.S. Aggregate Bond Index. The S&P 500 is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole. The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year. These indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for services provided to the Fund. Investors cannot invest directly in an index.

 

2


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL Fusion Conservative Fund (the “Fund”), you incur ongoing costs, including management fees, distribution fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing cost only.Therefore, the examples are useful in comparing ongoing cost only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Please note that the expenses that apply to subaccounts of the insurance contracts were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the periods presented below.

The Actual Expense table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Conservative Fund

   $ 1,000.00       $ 970.80       $ 1.04         0.21 % 

The Hypothetical Expense table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Conservative Fund

   $ 1,000.00       $ 1,024.15       $ 1.07         0.21 % 

 

  * Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Portfolio Composition

(Unaudited)

The AZL Fusion Conservative Fund invested, as a percentage of net assets, in the following investments, as of December 31, 2011:

 

Investments

   Percent of
net assets+
 

Fixed Income

     67.1 % 

Domestic Equities

     27.1   

International Equities

     3.6   

Alternatives

     2.3   

Money Markets

     0.1   
  

 

 

 

Total

     100.2 % 
  

 

 

 

 

  + Investments are shown as a percentage of net assets, not total investments. As such the total may not equal 100%. For more information about the investments, please see the Schedule of Portfolio Investments.

 

3


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Schedule of Portfolio Investments

December 31, 2011

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (100.1%):

  

  137,951      

AZL Allianz AGIC Opportunity Fund

   $ 1,597,469   
  414,519      

AZL BlackRock Capital Appreciation Fund

     5,210,508   
  231,975      

AZL Columbia Mid Cap Value Fund

     1,776,931   
  268,018      

AZL Columbia Small Cap Value Fund

     2,712,338   
  1,172,017      

AZL Eaton Vance Large Cap Value Fund

     9,130,016   
  277,274      

AZL International Index Fund

     3,335,612   
  352,559      

AZL Invesco Growth and Income Fund

     3,663,084   
  246,675      

AZL Invesco International Equity Fund

     3,446,054   
  242,967      

AZL JPMorgan International Opportunities Fund

     3,260,614   
  596,474      

AZL JPMorgan U.S. Equity Fund

     5,499,487   
  131,224      

AZL MFS Investors Trust Fund

     1,809,582   
  116,895      

AZL Mid Cap Index Fund

     1,765,112   
  215,284      

AZL Morgan Stanley Global Real Estate Fund

     1,683,525   
  125,006      

AZL Morgan Stanley Mid Cap Growth Fund

     1,665,075   
  336,591      

AZL Russell 1000 Growth Index Fund

     3,736,155   
  714,672      

AZL Russell 1000 Value Index Fund

     7,404,006   
Shares           Fair
Value
 
     

 

Affiliated Investment Companies, continued

  

  189,618      

AZL Turner Quantitative Small Cap Growth Fund

   $ 1,778,621   
  360,733      

PIMCO PVIT Commodity Real Return Strategy Portfolio

     2,597,279   
  580,456      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     5,711,687   
  1,028,108      

PIMCO PVIT High Yield Portfolio

     7,679,969   
  727,609      

PIMCO PVIT Real Return Portfolio

     10,150,150   
  8,461,378      

PIMCO PVIT Total Return Portfolio

     93,244,387   
  968,358      

PIMCO PVIT Unconstrained Bond Portfolio

     9,499,597   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $190,629,879)

     188,357,258   
     

 

 

 

 

Unaffiliated Investment Company (0.1%):

  

  253,897      

Dreyfus Treasury Prime Cash Management, 0.00%(a)

     253,897   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $253,897)

     253,897   
     

 

 

 

 
 

Total Investment Securities
(Cost $190,883,776)(b) — 100.2%

     188,611,155   

 

Net other assets (liabilities) — (0.2)%

     (420,327 ) 
     

 

 

 

 

Net Assets — 100.0%

   $ 188,190,828   
     

 

 

 
 

 

 

Percentages indicated are based on net assets as of December 31, 2011.

 

(a) The rate represents the effective yield at December 31, 2011.

 

(b) See Federal Tax Information listed in the Notes to the Financial Statements.

 

See accompanying notes to the financial statements.

 

4


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

 

Statement of Assets and Liabilities

December 31, 2011

 

Assets:

  

Investments in non-affiliates, at cost

   $ 253,897   

Investments in affiliates, at cost

     190,629,879   
  

 

 

 

Total investment securities, at cost

   $ 190,883,776   
  

 

 

 

Investments in non-affiliates, at value

   $ 253,897   

Investments in affiliates, at value

     188,357,258   
  

 

 

 

Total investment securities, at value

     188,611,155   

Dividends receivable

     287,096   

Receivable for capital shares issued

     150,162   

Prepaid expenses

     2,573   
  

 

 

 

Total Assets

     189,050,986   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     540,993   

Payable for capital shares redeemed

     283,507   

Manager fees payable

     23,436   

Administration fees payable

     4,650   

Custodian fees payable

     355   

Administrative and compliance services fees payable

     957   

Trustee fees payable

     52   

Other accrued liabilities

     6,208   
  

 

 

 

Total Liabilities

     860,158   
  

 

 

 

Net Assets

   $ 188,190,828   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 184,968,950   

Accumulated net investment income/(loss)

     3,864,212   

Accumulated net realized gains/(losses) from investment transactions

     1,630,287   

Net unrealized appreciation/(depreciation) on investments

     (2,272,621 ) 
  

 

 

 

Net Assets

   $ 188,190,828   
  

 

 

 

Shares of beneficial interest (unlimited number of shares authorized, no par value)

     17,025,699   

Net Asset Value (offering and redemption price per share)

   $ 11.05   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2011

 

Investment Income:

  

Dividends from affiliates

   $ 3,279,977   

Dividends from non-affiliates

     2   
  

 

 

 

Total Investment Income

     3,279,979   
  

 

 

 

Expenses:

  

Manager fees

     279,043   

Administration fees

     54,052   

Custodian fees

     2,240   

Administrative and compliance services fees

     6,940   

Trustee fees

     10,721   

Professional fees

     8,282   

Shareholder reports

     5,143   

Recoupment of prior expenses reimbursed by the Manager

     22,215   

Other expenses

     2,999   
  

 

 

 

Total expenses before reductions

     391,635   

Less expenses voluntarily waived/reimbursed by the Manager

     (69,762 ) 
  

 

 

 

Net expenses

     321,873   
  

 

 

 

Net Investment Income/(Loss)

     2,958,106   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions from affiliates

     1,129,726   

Net realized gains distributions from affiliated underlying funds

     1,646,426   

Change in unrealized appreciation/depreciation on investments

     (5,755,339 ) 
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     (2,979,187 ) 
  

 

 

 

Change in Net Assets Resulting From Operations

   $ (21,081 ) 
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statement of Changes in Net Assets

 

     AZL Fusion Conservative Fund  
     For the
Year Ended
December 31,
2011
    For the
Year Ended
December 31,
2010
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 2,958,106      $ 1,006,777   

Net realized gains/(losses) on investment transactions

     2,776,152        1,706,086   

Change in unrealized appreciation/depreciation on investments

     (5,755,339 )      3,500,288   
  

 

 

   

 

 

 

Change in net assets resulting from operations

     (21,081 )      6,213,151   
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (2,436,350 )      (906 ) 

From net realized gains on investments

     (514,447 )      (32,742 ) 
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (2,950,797 )      (33,648 ) 
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     111,451,923        87,477,221   

Proceeds from dividends reinvested

     2,950,797        33,648   

Value of shares redeemed

     (12,946,843 )      (9,981,510 ) 
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     101,455,877        77,529,359   
  

 

 

   

 

 

 

Change in net assets

     98,483,999        83,708,862   

Net Assets:

    

Beginning of period

     89,706,829        5,997,967   
  

 

 

   

 

 

 

End of period

   $ 188,190,828      $ 89,706,829   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 3,864,212      $ 2,436,349   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     9,875,293        8,350,236   

Dividends reinvested

     270,467        3,148   

Shares redeemed

     (1,144,440 )      (923,967 ) 
  

 

 

   

 

 

 

Change in shares

     9,001,320        7,429,417   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund*

Financial Highlights

(Selected data for a share of beneficial interest outstanding throughout the periods indicated)

 

     Year Ended
December 31,

2011
    Year Ended
December 31,

2010
    October 23,
2009 to
December 31,

2009(a)
 
        

Net Asset Value, Beginning of Period

   $ 11.18      $ 10.08      $ 10.00   
  

 

 

   

 

 

   

 

 

 

Investment Activities:

      

Net Investment Income/(Loss)

     0.04        0.13        0.02   

Net Realized and Unrealized Gains/(Losses) on Investments

     0.03        0.97        0.16   
  

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     0.07        1.10        0.18   
  

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

      

Net Investment Income

     (0.17 )      — (b)      (0.10 ) 

Net Realized Gains

     (0.03 )      — (b)      —   
  

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.20 )      — (b)      (0.10 ) 
  

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 11.05      $ 11.18      $ 10.08   
  

 

 

   

 

 

   

 

 

 

Total Return(d)

     0.64 %      10.96 %      1.81 %(c) 

Ratios to Average Net Assets/ Supplemental Data:

      

Net Assets, End of Period ($000’s)

   $ 188,191      $ 89,707      $ 5,998   

Net Investment Income/(Loss)(e)

     2.12 %      2.04 %      2.36 % 

Expenses Before Reductions(e)(f)

     0.28 %      0.34 %      2.56 % 

Expenses Net of Reductions(e)

     0.23 %      0.26 %      0.35 % 

Portfolio Turnover Rate

     19 %      34 %      53 %(c) 

 

 

* The expense ratios exclude the impact of fees/expenses paid by each underlying fund.

 

(a) Period from commencement of operations.

 

(b) Represents less than $0.005.

 

(c) Not annualized.

 

(d) The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.

 

(e) Annualized for periods less than one year.

 

(f) Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.

 

See accompanying notes to the financial statements.

 

7


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements

December 31, 2011

 

1. Organization

The Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”) was organized as a Delaware statutory trust on June 16, 2004. The Trust is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Trust consists of six separate investment portfolios, the AZL Balanced Index Strategy Fund, the AZL Fusion Balanced Fund, the AZL Fusion Conservative Fund, the AZL Fusion Growth Fund, the AZL Fusion Moderate Fund, and the AZL Growth Index Strategy Fund (individually a “Fund”, collectively, the “Funds”), each of which is a series of the Trust. These Notes to the Financial Statements are for the AZL Fusion Conservative Fund.

The Fund is a “fund of funds,” which means that the Fund invests in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. Periodically, the Fund will adjust its asset allocation as it seeks to achieve its investment objective.

The Trust is authorized to issue an unlimited number of shares of the Fund without par value. Shares of the Fund are available through the variable annuity contracts offered through the separate accounts of participating insurance companies.

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Management has evaluated events and transactions subsequent to period end through the date the financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

Security Valuation

The Fund records its investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. The valuation techniques used to determine fair value are further described in Note 4 below.

Investment Transactions and Investment Income

Investment transactions are recorded not later than on the business day following the trade date. However, for financial reporting purposes, securities transactions are accounted for on trade date. Net realized gains and losses on investments sold are recorded on the basis of identified cost of the security lot sold with the net sales proceeds. Interest income is recorded on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date.

Dividends to Shareholders

Dividends to shareholders are recorded on the ex-dividend date. The Fund distributes its dividends from net investment income and net realized capital gains, if any, on an annual basis. The amount of dividends from net investment income and from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, net operating loss, and reclassification of certain distributions), such amounts are reclassified

 

8


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2011

 

within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales and post October losses) do not require reclassification. Dividends to shareholders that exceed net investment income and net realized gains for tax purposes are reported as distributions of capital.

Expense Allocation

Expenses directly attributable to the Fund are charged directly to the Fund, while expenses attributable to more than one Fund are allocated among the respective Funds based upon relative net assets or some other reasonable method. Expenses which are attributable to more than one Trust are allocated across the Allianz Variable Insurance Products and Allianz Variable Insurance Products Fund of Funds Trusts based upon relative net assets or another reasonable basis. Allianz Investment Management LLC (the “Manager”), serves as the investment manager for the Trust and the Allianz Variable Insurance Products Trust.

 

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses paid indirectly, based on the daily net assets of the Fund, through April 30, 2013. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2011, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Expense Limit  

AZL Fusion Conservative Fund

     0.20 %      0.35 % 

 

  * The Manager voluntarily reduced the management fee to 0.15%. The Manager reserves the right to increase the management fee to the amount shown in the table above at any time.

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the stated limit during the respective year. Any amounts recouped by the Manager during the period are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2011, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

In addition, the Manager may voluntarily waive or reimburse additional fees in order to maintain more competitive expense ratios. Any voluntary waivers or reimbursements are not subject to repayment in subsequent years. Information on the total amount waived/reimbursed by the Manager or repaid to the Manager by the Fund during the period can be found on the Statement of Operations.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2011, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

Pursuant to separate agreements between the Funds and the Manager, the Manager provides a Chief Compliance Officer (“CCO”) and certain compliance oversight and regulatory filing services to the Trust. Under these agreements the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $75 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission. The fees are paid to the Manager on a quarterly basis. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administrative and compliance services fees.”

Citi Fund Services Ohio, Inc. (“Citi” or the “Administrator”), a wholly-owned subsidiary of Citigroup, Inc., with which an officer of the Trust is affiliated, serves as the Trust’s administrator, transfer agent, and fund accountant, and assists the Trust

 

9


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2011

 

in all aspects of its administration and operation. The Administrator is entitled to a fee, accrued daily and paid monthly. In addition, the Administrator is entitled to annual account fees related to the transfer agency system, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. Fees payable to the Administrator are subject to certain reductions associated with services provided to new funds. The Administrator is also reimbursed for certain expenses incurred. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administration fees.”

Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, serves as distributor of the Fund and receives a Trust-wide annual fee of $7,500, paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund is a partner. During the year ended December 31, 2011, $2,494 was paid from the Fund relating to these fees and expenses.

Certain Officers and Trustees of the Trust are affiliated with the Manager or the Administrator. Such Officers (except for the Trust’s CCO as noted above) and Trustees receive no compensation from the Trust for serving in their respective roles. For their service to the Trust and to the Allianz Variable Insurance Products Trust, each non-interested Trustee receives a $36,000 annual Board retainer and a $8,000 meeting fee for each regular in-person Board meeting, a $4,000 meeting fee for each Committee meeting. In addition, Trustees may receive compensation for special meetings and telephonic meetings. Also, the Trustees are reimbursed for certain expenses associated with attending Board meetings. Compensation to the Trustees is allocated between the Trust and the Allianz Variable Insurance Products Trust in proportion to the assets under management of each Trust. During the year ended December 31, 2011, actual Trustee compensation was $924,000 in total for both Trusts.

 

4. Investment Valuation Summary

The valuation techniques employed by the Fund, as described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund’s investments are summarized in the three broad levels listed below:

 

  —  

Level 1 — quoted prices in active markets for identical assets

  —  

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

  —  

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (“Trustees”) as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 pm EST). The investments utilizing Level 1 valuations represent investments in open-end investment companies. The investments utilizing Level 2 valuations represent investments in funds that are only offered to Funds in the Trust and the Fund has the ability to redeem its interest at NAV daily.

For the year ended December 31, 2011, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2011

 

The following is a summary of the valuation inputs used as of December 31, 2011 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 188,357,258       $ —       $ 188,357,258   

Unaffiliated Investment Company

     253,897         —         253,897   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 188,611,155       $ —       $ 188,611,155   
  

 

 

    

 

 

    

 

 

 

The Fund recognizes significant transfers between fair value hierarchy levels at the reporting period end. There were no significant transfers between Levels 1 and 2 as of December 31, 2011.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements has not been determined.

 

5. Security Purchases and Sales

For the year ended December 31, 2011, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL Fusion Conservative Fund

   $ 129,571,279       $ 26,479,332   

 

6. Federal Income Tax Information

It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code under Subchapter M, applicable to regulated investment companies, and to distribute all of its taxable income, including any net realized gains on investments, to its shareholders. Therefore, no provision is made for federal income taxes.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Cost for federal income tax purposes at December 31, 2011 is $191,241,162. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

   $ 1,225,905   

Unrealized depreciation

     (3,855,912 ) 
  

 

 

 

Net unrealized depreciation

   $ (2,630,007 ) 
  

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2011 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Conservative Fund

   $ 2,687,716       $ 263,081       $ 2,950,797   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

 

11


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2011

 

The tax character of dividends paid to shareholders during the year ended December 31, 2010 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Conservative Fund

   $ 13,700       $ 19,948       $ 33,648   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

     Undistributed
Ordinary
Income
     Undistributed
Long-Term
Capital Gains
     Unrealized
Appreciation/
(Depreciation)(a)
    Total
Accumulated
Earnings/
(Deficit)
 

AZL Fusion Conservative Fund

   $ 4,166,100       $ 1,685,785       $ (2,630,007 )    $ 3,221,878   

 

  (a) The differences between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Fusion Conservative Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the periods in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the periods in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Columbus, Ohio

February 24, 2012

 

13


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2011, 2.41% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

During the year ended December 31, 2011, the Fund declared net long-term capital gain distributions of $263,081.

During the year ended December 31, 2011, the Fund declared net short-term capital gain distributions of $251,367.

 

14


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Information (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request, by visiting the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov, or by calling 800-624-0197.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available (i) without charge, upon request, by calling 800-624-0197; (ii) on the Allianz Variable Insurance Products Fund of Funds Trust’s website at https://www.allianzlife.com; and (iii) on the Commission’s website at http://www.sec.gov.

The Fund files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. Schedules of Portfolio Holdings for the Fund in this report are available without charge on the Commission’s website at http://www.sec.gov, or may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

15


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Approval of Investment Advisory Agreement (Unaudited)

Subject to the general supervision of the Board of Trustees and in accordance with each Fund’s investment objectives and restrictions, investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). The Manager manages each Fund pursuant to an investment management agreement (the “Management Agreement”) with the Trust in respect of each such Fund. The Management Agreement provides that the Manager, subject to the supervision and approval of the Board of Trustees, is responsible for the management of each Fund. This management includes making asset allocation decisions and investment decisions pursuant to which the four Fusion Funds will invest in shares of Permitted Underlying Funds and in other Permitted Underlying Investments. The Manager also makes investment decisions for the AZL Balanced Index Strategy and the AZL Growth Index Strategy Funds. For management services, each Fund pays the Manager an investment advisory fee based upon each Fund’s average daily net assets. The Manager has contractually agreed to limit the expenses of each Fund by reimbursing each Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2013.

Wilshire Funds Management (“Wilshire”) serves as a consultant to the Manager in preparing statistical and other factual information for use in the creation and maintenance of the asset allocation models for the Fusion Funds (the AZL Fusion Conservative, Balanced, Moderate and Growth Funds) pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

In reviewing the services provided by the Manager and the terms of the Management Agreement, the Board receives and reviews information related to the Manager’s experience and expertise in the variable insurance marketplace. Currently, the Funds are offered only through variable annuities and variable life insurance policies, and not in the retail fund market. In addition, the Board receives information regarding the Manager’s expertise with regard to portfolio diversification and asset allocation requirements within variable insurance products issued by Allianz Life Insurance Company of North America and its subsidiary, Allianz Life Insurance Company of New York. Currently, the Funds are offered only through Allianz Life and Allianz of New York variable products.

As required by the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board has reviewed and approved the Management Agreement with the Manager. The Board’s decision to approve this contract reflects the exercise of its business judgment on whether to approve new arrangements and continue the existing arrangements. During its review of the contract, the Board considered many factors, among the most material of which are: the Funds’ investment objectives, the Manager’s management philosophy, personnel, processes and investment performance, including its compliance history and the adequacy of its compliance processes; the preferences and expectations of Fund shareholders (and underlying contract owners) and their relative sophistication; the continuing state of competition in the mutual fund industry; and comparable fees in the mutual fund industry.

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement, Compliance Services Agreement and Chief Compliance Officer Agreement, under which the Manager is compensated by the Trust for performing certain administrative and compliance services including providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer; and (2) Allianz Life Financial Services LLC, an affiliated person of the Manager, is a registered securities broker-dealer and receives (along with its affiliated persons) payments made by the Underlying Funds pursuant to Rule 12b-1.

The Board is aware that various courts have interpreted provisions of the 1940 Act and have indicated in their decisions that the following factors may be relevant to the Manager’s compensation: the nature and quality of the services provided by the Manager, including the performance of the funds; the Manager’s cost of providing the services; the extent to which the Manager may realize “economies of scale” as the funds grow larger; any indirect benefits that may accrue to the Manager and its affiliates as a result of the Manager’s relationship with the funds; performance and expenses of comparable funds; the profitability to the Manager from acting as adviser to the funds; and the extent which the independent Board members are fully informed about all facts bearing on the Manager’s services and fees. The Trust’s Board is aware of these factors and took them into account in its review of the Management Agreement for the funds.

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the

 

16


Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board’s evaluation of the Management Agreement is informed by reports covering such matters as: the Manager’s investment philosophy, personnel and processes, and the Fund’s investment performance (in absolute terms as well as in relationship to its benchmark). In connection with comparing the performance of each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the performance of the Underlying Funds, rebalancing decisions, and the impact of cash positions and Fund fees and expenses. The Board also receives reports on the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the nature and extent of the advisory and other services provided to the Fund by the Manager and its affiliates; compliance and audit reports concerning the Funds and the companies that service them; and relevant developments in the mutual fund industry and how the Funds and/or the Manager are responding to them.

The Board also receives financial information about the Manager, including reports on the compensation and benefits the Manager derives from its relationships with the Funds. These reports cover not only the fees under the Management Agreement, but also fees, if any, received for providing other services to the Funds. The reports also discuss any indirect or “fall out” benefits the Manager or its affiliates may derive from its relationship with the Funds.

The Management Agreement was most recently considered at Board of Trustees meetings held in the fall of 2011. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2011, and at an “in person” Board of Trustees meeting held October 26, 2011. The Agreement was approved at the Board meeting of October 26, 2011. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2013. In connection with such meetings, the Trustees requested and evaluated extensive materials from the Manager, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by an independent third party provider and other sources believed to be reliable by the Manager. Prior to voting, the Trustees reviewed the proposed approval/continuance of the Agreement with management and with experienced counsel who are independent of the Manager and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed approvals/ continuances. The independent (“disinterested”) Trustees also discussed the proposed approvals/continuances in a private session with such counsel at which no representatives of the Manager were present. In reaching their determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Trustees considered all factors they believed relevant. The Board based its decision to approve the Management Agreement on the totality of the circumstances and relevant factors, and with a view to past and future long-term considerations. Not all of the factors and considerations discussed above and below are necessarily relevant to each Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

An SEC rule requires that shareholder reports include a discussion of certain factors relating to the selection of the investment adviser and the approval of the advisory fee. The “factors” enumerated by the SEC are set forth below in italics, as well as the Board’s conclusions regarding such factors:

(1)  The nature, extent and quality of services provided by the Manager.  The Trustees noted that the Manager, subject to the control of the Board of Trustees, administers each Fund’s business and other affairs. The Trustees noted that the Manager also provides the Trust and each Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Trust on behalf of the Funds) and executive and other personnel as are necessary for the operation of the Trust and the Funds. Except for the Trust’s Chief Compliance Officer, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

The Trustees considered the scope and quality of services provided by the Manager and noted that the scope of such services provided had expanded as a result of recent regulatory and other developments. The Trustees noted that, for example, the Manager is responsible for maintaining and monitoring its own compliance program, and this compliance program has recently been refined and enhanced in light of new regulatory requirements. The Trustees considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Trust and to each of the Funds under the Management Agreement.

(2)  The investment performance of the Fund and the Manager.  In connection with the fall 2011 contract review process, Trustees received extensive information on the performance results of the Funds. Performance information includes information on absolute total return, performance versus the appropriate benchmark(s), the contribution to performance of the Manager’s asset class allocation decisions, overlay or global tactical asset allocation and volatility reduction strategies, the performance of the Underlying Funds, and the impact on performance of rebalancing decisions, cash and Fund fees. For

 

17


example, in connection with the Board of Trustees meeting held September 14, 2011, the Manager reported that for the three year period ended June 30, 2011, the AZL Fusion Balanced Fund ranked in the 69th percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 76th and 88th percentile of the “mixed-asset target allocation growth” peer group, and for the year ended June 30, 2011 the Conservative, Balanced, Moderate and Growth Funds ranked in the 36th, 90th, 94th and 64th percentiles, respectively. For the year to date through June 30, 2011, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 76th and 38th percentiles of their peer groups.

At the Board of Trustees meeting held October 26, 2011, the Trustees determined that the investment performance of all of the Funds was acceptable.

(3)  The costs of services to be provided and profits to be realized by the Manager and its affiliates from the relationship with the Funds.  The Board considered that the Manager receives an advisory fee from each of the Funds. The Manager reported that for the Fusion Funds the advisory fee paid put these Funds in the 60th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid by these Funds put them in the 16th percentile of the customized peer group. Trustees were provided with information that the operating expenses for the Fusion Balanced, Moderate and Growth Funds put them at the 58th percentile, the Conservative Fund at the 83rd percentile (as operating expenses remained elevated as the Fund was recouping fee waivers) and the Index Strategy Funds in the 43rd percentile of the customized peer group.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2009 through June 30, 2011. The Trustees recognized that it is difficult to make comparisons of profitability from investment company advisory agreements because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocation of expenses and the adviser’s capital structure and cost of capital. In considering profitability information, the Trustees considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Trustees focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Trustees recognized that the Manager should, in the abstract, be entitled to earn a reasonable level of profits for the services it provides to each Fund.

Based upon the information provided, the Board concluded that the Funds’ advisory fees and expense ratios are not unreasonable, and determined that there was no evidence that the Manager’s level of profitability from its relationship with the Funds was excessive.

(4) and (5)  The extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale.  The Trustees noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Trustees recognized that breakpoints may be an appropriate way for the Manager to share its economies of scale, if any, with Funds that have substantial assets. However, they also recognized that there may not be a direct relationship between any economies of scale realized by Funds and those realized by the Manager as assets increase. The Trustees do not believe there is a uniform methodology for establishing breakpoints that give effect to Fund-specific service provided by the Manager. The Trustees noted that in the fund industry as a whole, as well as among funds similar to the Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age, size, and other characteristics of a particular fund and its manager’s cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different managers have different cost structures and service models, it is difficult to draw meaningful conclusions from the breakpoints that may have been adopted by other funds. The Trustees also noted that the advisory agreements for many funds do not have breakpoints at all, or if breakpoints exist, they may be at asset levels significantly greater than those of the individual Funds. The Trustees also noted that the total assets in all of the Funds as of June 30, 2011 were approximately $4.6 billion and that the largest Fund had assets of approximately $1.8 billion.

Having taken these factors into account, the Trustees concluded that the absence of breakpoints in the Funds’ advisory fee rate schedules was acceptable under each Fund’s circumstances.

The Trustees noted that the Manager has agreed to temporarily “cap” Fund expenses at certain levels, which has the effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of fee “caps” and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. It expects to consider whether or not to approve the Management Agreement at a meeting to be held prior to December 31, 2012, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

18


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently nine Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

AZL Fund Complex
During Past 5 Years

Peter R. Burnim, Age 64

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director iQ Venture Partners, Inc., 2005 to present; EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years.   42   Argus Group Holdings; Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 54

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director, Red Canoe Management Consulting LLC, 2008 to present; Senior Managing Director, Residential Capital LLC, 2003 to 2008; Chief Operations Officer, Transamerica Reinsurance 2002 to 2003.   42   Luther College

Roger Gelfenbien, Age 68

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999.   42   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 56

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04  

Chief Executive Officer, Connecticut Innovations, 2012 to present; General Partner of Fairview Capital, L.P., 1994 to present.

  42   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 63

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to present; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002; Consultant to Hartford Insurance Co., 2001.   42   None

Peter W. McClean, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; President and CEO of Measurisk, LLC, 2001 to 2003; Chief Risk Management Officer at Bank Of Bermuda Ltd., 1996 to 2001.   42   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Senior Investment Officer, Hartford Foundation for Public Giving, 2000 to 2003; Chairman, Chief Executive and President of Conning Corp., 1999 to 2000; Investment Consultant 1997 to 1999.   42   Connecticut Water Service, Inc.

 

19


Interested Trustees(3)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office**/ Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

Fund Complex
During Past 5 Years

Robert DeChellis, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present; Senior Vice President of Marketing and Product Innovation, 2006 to 2007; Executive Vice President, Travelers Life 2004 to 2005; Executive Vice President, Jackson National Life Distributors, Inc. 2002 to 2004.   42   None

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.   42   None

Officers

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s) During Past 5 Years

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  President   Since 11/10   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Allianz Life from April 2011, to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.

Michael Radmer, Age 66

Dorsey & Whitney LLP,

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402-1498

  Secretary   Since 2/04   Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 45

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, OH 43219

  Treasurer, Principal Accounting
Officer and Principal Financial
Officer
  Since 4/10   Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., December 2009 to present; Director, Product Management, Columbia Management, April 2007 to April 2009; Deputy Treasurer, Columbia Funds and Director, Fund Administration, Columbia Management, January 2006 to April 2007; Vice President, Fund Administration, Columbia Management, July 2002 to December 2005.

Stephen G. Simon, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Chief Compliance Officer(4)
and Anti Money Laundering
Compliance Officer
  Since 11/06   Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present; President, Simon Compliance Consulting Ltd, May 2004 to July 2004; Compliance Counsel, Advantus Capital Management, Inc., January 2002 to May 2004.

 

  (1) Member of the Audit Committee.

 

  (2) Indefinite.

 

  (3) Is an “interested person”, as defined by the 1940 Act, due to employment by Allianz.

 

  (4) The Manager and the Trust are parties to a Chief Compliance Officer Agreement under which the Manager is compensated by the Trust for providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer. The Chief Compliance Officer and Anti Money Laundering Compliance Officer is not considered a corporate officer or executive employee of the Trust.

 

20


 

LOGO

 

The Allianz VIP Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.      ANNRPT1211 2/12   


AZL FusionSM Growth Fund

Annual Report

December 31, 2011

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 19

This report is submitted for the general information of the shareholder of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus, which contains details concerning the sales charges and other pertinent information.


AZL FusionSM Growth Fund Review (unaudited)

Allianz Investment Management LLC serves as the Manager for the AZL FusionSM Growth Fund.

What factors affected the Fund’s performance during the year ended December 31, 2011?

For the year ended December 31, 2011, the AZL FusionSM Growth Fund returned –4.43% . That compared to a 3.64% total return for its benchmark, the Growth Composite Index, which is comprised of an 80% weighting in the S&P 500 Index1 and a 20% weighting in the Barclays Capital U.S. Aggregate Bond Index2.

The AZL FusionSM Growth Fund is a fund of funds that generates broad diversification by investing in 27 underlying funds as of year-end. The Fund typically holds between 70% and 90% of its assets in equity funds and 10% to 30% of its assets in fixed income funds. Additionally the Fund invests in non-traditional asset classes, such as commodities.*

Stock prices were mixed over the past year. Despite strong U.S. corporate earnings, markets were highly sensitive to continued questions about U.S. economic growth coupled with uncertainty from European sovereign debt concerns; however, during this time of uncertainty domestic stock prices rose. As a result, the S&P 500 Index returned 2.11% for the year. On the other hand, international equities, as measured by the MSCI EAFE Index3 fell 11.73%, and emerging markets equities fell 18.17% over the year, as measured by the MSCI Emerging Markets Index4.

Bond yields fell during the period due to a flight to safety favoring U.S. Treasuries, which pushed bond prices higher despite the U.S. credit downgrade. The Barclays Capital U.S. Aggregate Bond Index gained 7.84% during the year. High-yield bonds returned 4.98%, as measured by the Barclays Capital U.S. Corporate High-Yield Bond Index5, and Treasury Inflation-Protected Securities (TIPS) gained 13.56%, as measured by the Barclays Capital U.S. Treasury Inflation Protected Securities Index6.

The Fund’s absolute performance was weighed down by its exposure to non-U.S. asset classes.*

The Fund lagged its composite benchmark for the year due to its diversified asset allocation approach coupled with underperformance from its underlying holdings. Negative performance from U.S. mid- and small-cap stocks, international equities, emerging market, and commodities dragged on relative performance. In addition, underperformance from key underlying funds relative to the individual managers’ stated benchmarks dragged on the Fund’s performance.*

The Fund’s relative performance benefited from its allocations to large-cap growth stocks and TIPS. Those were among the few asset classes that outpaced the S&P 500 and Barclays Capital U.S. Aggregate Bond Index, respectively. Relative performance benefited from a select number of underlying funds that generated excess returns over their stated benchmarks.*

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2011.
1

The Standard & Poor’s 500 Index (“S&P 500”) is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole.

2 

The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year.

3 

The Morgan Stanley Capital International, Europe, Australasia and Far East (“MSCI EAFE”) Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

4

The Morgan Stanley Capital International (“MSCI”) Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity performance of emerging markets.

5

The Barclays Capital U.S Corporate High-Yield Bond Index measures the market of USD-denominated, non-investment-grade, fixed-rate, taxable corporate bonds. Securities are classified as high yield if the middle rating of Moody’s, Fitch, and S&P is Ba1/BB+/BB+ or below. The index excludes emerging market debt.

6 

The Barclays Capital U.S. Treasury Inflation-Protected Securities (TIPS) Index (Series-L) is a rules-based, market value-weighted index that tracks inflation-protected securities issued by the U.S. Treasury.

 

  Investors cannot invest directly in an index.

 

1


AZL FusionSM Growth Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation. This objective may be changed by the Trustees of the Fund without shareholder approval. The Fund seeks to achieve its objective by investing in a combination of Permitted Underlying Funds that represent different classes in the Fund’s asset allocation.

Investment Concerns

The Fund invests in underlying funds, so its investment performance is directly related to the performance of those underlying funds. Before investing, investors should assess the risks associated with and types of investments made by each of the underlying funds in which the Fund invests.

Stocks are more volatile and carry more risk and return potential than other forms of investments.

Small- to mid-capitalization companies typically have a higher risk of failure and historically have experienced a greater degree of volatility.

International investing may involve risk of capital loss from unfavorable fluctuations in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations.

Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss.

Growth based investments can perform differently from the market as a whole and can be more volatile than other types of securities.

For a complete description of these and other risks associated with investing in a mutual Fund, please refer to the Fund’s prospectus.

Growth of a $10,000 Investment

 

LOGO

The chart above represents a comparison of a hypothetical investment in the Fund versus a similar investment in the Fund’s benchmark, as well as the two component indices of the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2011

 

     1
Year
    3
Year
    5
Year
    Since
Inception
(4/29/05)
 

AZL FusionSM Growth Fund

     –4.43 %      12.57 %      –1.63 %      2.23 % 

S&P 500 Index

     2.11 %      14.11 %      –0.25 %      3.40 % 

Barclays Capital U.S. Aggregate Bond Index

     7.84 %      6.77 %      6.50 %      5.75 % 

Growth Composite Index

     3.64 %      13.03 %      1.49 %      4.20 % 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit www.Allianzlife.com.

 

Expense Ratio1

   Gross  

AZL FusionSM Growth Fund

     1.24 % 

The above expense ratios are based on the current Fund prospectus dated May 1, 2011. The Manager has voluntarily reduced the management fee to 0.15% . The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expense and Acquired Fund fees and expenses), to 0.30% through April 30, 2013. Additional information pertaining to the December 31, 2011 expense ratios can be found in the financial highlights.

 

1 

Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the Permitted Underlying Funds. Accordingly, Acquired Fees and Expenses affect the Fund’s total returns. Because these fees and expenses are not included in the Fund’s financial highlights, the Fund’s total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the financial highlights table. Without Acquired Fund Fees and expenses the Fund’s gross ratio would be 0.24% .

 

  The total return of the Fund does not reflect the effect of any insurance charges, the annual maintenance fee or the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Such charges, fees and tax payments would reduce the performance quoted.

 

  The Fund’s performance is measured against a composite index the (“Growth Composite Index”), which is comprised of 80% of the Standard & Poor’s 500 Index (“S&P 500”) and 20% of the Barclays Capital U.S. Aggregate Bond Index. The S&P 500 is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole. The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year. These indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for services provided to the Fund. Investors cannot invest directly in an index.

 

2


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL Fusion Growth Fund (the “Fund”), you incur ongoing costs, including management fees, distribution fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing cost only.Therefore, the examples are useful in comparing ongoing cost only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Please note that the expenses that apply to subaccounts of the insurance contracts were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the periods presented below.

The Actual Expense table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Growth Fund

   $ 1,000.00       $ 919.50       $ 0.82         0.17 % 

The Hypothetical Expense table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Growth Fund

   $ 1,000.00       $ 1,024.35       $ 0.87         0.17 % 

 

  * Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Portfolio Composition

(Unaudited)

The AZL Fusion Growth Fund invested, as a percentage of net assets, in the following investments, as of December 31, 2011:

 

Investments

   Percent of
net assets+
 

Domestic Equities

     49.8 % 

Fixed Income

     22.4   

International Equities

     19.5   

Alternatives

     8.3   
  

 

 

 

Total

     100.0 % 
  

 

 

 

 

  + Investments are shown as a percentage of net assets, not total investments. As such the total may not equal 100%. For more information about the investments, please see the Schedule of Portfolio Investments.

 

3


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Schedule of Portfolio Investments

December 31, 2011

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (100.0%):

  

  1,084,781      

AZL Allianz AGIC Opportunity Fund

   $ 12,561,763   
  2,183,159      

AZL BlackRock Capital Appreciation Fund

     27,442,305   
  1,838,294      

AZL Columbia Mid Cap Value Fund

     14,081,330   
  1,815,137      

AZL Columbia Small Cap Value Fund

     18,369,185   
  2,310,792      

AZL Dreyfus Equity Growth Fund

     21,444,151   
  6,549,895      

AZL Eaton Vance Large Cap Value Fund

     51,023,681   
  3,346,844      

AZL International Index Fund

     40,262,532   
  2,095,938      

AZL Invesco Growth and Income Fund

     21,776,791   
  4,453,308      

AZL Invesco International Equity Fund

     62,212,707   
  2,874,960      

AZL JPMorgan International Opportunities Fund

     38,581,969   
  4,780,792      

AZL JPMorgan U.S. Equity Fund

     44,078,901   
  1,587,842      

AZL MFS Investors Trust Fund

     21,896,335   
  484,817      

AZL Mid Cap Index Fund

     7,320,733   
  3,445,034      

AZL Morgan Stanley Global Real Estate Fund

     26,940,166   
  998,410      

AZL Morgan Stanley Mid Cap Growth Fund

     13,298,821   
  2,194,866      

AZL NFJ International Value Fund

     26,645,679   
Shares           Fair
Value
 
     

 

Affiliated Investment Companies, continued

  

  2,202,914      

AZL Russell 1000 Growth Index Fund

   $ 24,452,345   
  3,730,660      

AZL Russell 1000 Value Index Fund

     38,649,640   
  1,793,577      

AZL Schroder Emerging Markets Equity Fund, Class 2

     12,680,587   
  10,234,918      

AZL Strategic Investments Trust

     22,823,868   
  775,944      

AZL Turner Quantitative Small Cap Growth Fund

     7,278,354   
  1,477,839      

PIMCO PVIT Commodity Real Return Strategy Portfolio

     10,640,438   
  2,468,691      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     24,291,920   
  2,101,375      

PIMCO PVIT High Yield Portfolio

     15,697,269   
  2,474,160      

PIMCO PVIT Real Return Portfolio

     34,514,532   
  6,594,356      

PIMCO PVIT Total Return Portfolio

     72,669,806   
  1,610,242      

PIMCO PVIT Unconstrained Bond Portfolio

     15,796,470   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $684,508,961)

     727,432,278   
     

 

 

 

 
 

Total Investment Securities
(Cost $684,508,961)(a) — 100.0%

     727,432,278   

 

Net other assets (liabilities) — 0.0%

     (247,423 ) 
     

 

 

 

 

Net Assets — 100.0%

   $ 727,184,855   
     

 

 

 
 

 

 

Percentages indicated are based on net assets as of December 31, 2011.

 

(a) See Federal Tax Information listed in the Notes to the Financial Statements.

 

See accompanying notes to the financial statements.

 

4


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

 

Statement of Assets and Liabilities

December 31, 2011

 

Assets:

  

Investments in affiliates, at cost

   $ 684,508,961   
  

 

 

 

Investments in affiliates, at value

   $ 727,432,278   

Interest and dividends receivable

     314,988   

Receivable for affiliated investments sold

     472,666   

Prepaid expenses

     8,882   
  

 

 

 

Total Assets

     728,228,814   
  

 

 

 

Liabilities:

  

Cash overdraft

     472,666   

Payable for affiliated investments purchased

     314,988   

Payable for capital shares redeemed

     117,837   

Manager fees payable

     92,460   

Administration fees payable

     5,089   

Custodian fees payable

     328   

Administrative and compliance services fees payable

     4,835   

Trustee fees payable

     261   

Other accrued liabilities

     35,495   
  

 

 

 

Total Liabilities

     1,043,959   
  

 

 

 

Net Assets

   $ 727,184,855   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 908,888,345   

Accumulated net investment income/(loss)

     12,259,198   

Accumulated net realized gains/(losses) from investment transactions

     (236,886,005 ) 

Net unrealized appreciation/(depreciation) on investments

     42,923,317   
  

 

 

 

Net Assets

   $ 727,184,855   
  

 

 

 

Shares of beneficial interest (unlimited number of shares authorized, no par value)

     76,446,042   

Net Asset Value (offering and redemption price per share)

   $ 9.51   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2011

 

Investment Income:

  

Dividends from affiliates

   $ 12,213,118   
  

 

 

 

Total Investment Income

     12,213,118   
  

 

 

 

Expenses:

  

Manager fees

     1,629,227   

Administration fees

     54,016   

Custodian fees

     1,569   

Administrative and compliance services fees

     29,023   

Trustee fees

     43,549   

Professional fees

     31,292   

Shareholder reports

     23,954   

Other expenses

     22,074   
  

 

 

 

Total expenses before reductions

     1,834,704   

Less expenses voluntarily waived/reimbursed by the Manager

     (407,314 ) 
  

 

 

 

Net expenses

     1,427,390   
  

 

 

 

Net Investment Income/(Loss)

     10,785,728   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions from affiliates

     31,367,489   

Net realized gains distributions from affiliated underlying funds

     3,695,410   

Change in unrealized appreciation/depreciation on investments

     (80,552,547 ) 
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     (45,489,648 ) 
  

 

 

 

Change in Net Assets Resulting From Operations

   $ (34,703,920 ) 
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statement of Changes in Net Assets

 

     AZL Fusion Growth Fund  
     For the
Year Ended
December 31,
2011
    For the
Year Ended
December 31,
2010
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 10,785,728      $ 9,468,545   

Net realized gains/(losses) on investment transactions

     35,062,899        50,294,867   

Change in unrealized appreciation/depreciation on investments

     (80,552,547 )      38,467,182   
  

 

 

   

 

 

 

Change in net assets resulting from operations

     (34,703,920 )      98,230,594   
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (14,540,127 )      (14,145,379 ) 
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (14,540,127 )      (14,145,379 ) 
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     35,937,613        64,815,001   

Proceeds from dividends reinvested

     14,540,127        14,145,379   

Value of shares redeemed

     (139,034,391 )      (123,325,555 ) 
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     (88,556,651 )      (44,365,175 ) 
  

 

 

   

 

 

 

Change in net assets

     (137,800,698 )      39,720,040   

Net Assets:

    

Beginning of period

     864,985,553        825,265,513   
  

 

 

   

 

 

 

End of period

   $ 727,184,855      $ 864,985,553   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 12,259,198      $ 14,540,087   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     3,557,250        6,861,507   

Dividends reinvested

     1,550,120        1,511,258   

Shares redeemed

     (13,890,329 )      (13,287,738 ) 
  

 

 

   

 

 

 

Change in shares

     (8,782,959 )      (4,914,973 ) 
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund*

Financial Highlights

(Selected data for a share of beneficial interest outstanding throughout the periods indicated)

 

     Year Ended December 31,  
     2011     2010     2009     2008     2007  

Net Asset Value, Beginning of Period

   $ 10.15      $ 9.15      $ 7.36      $ 12.94      $ 12.49   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

          

Net Investment Income/(Loss)

     0.16        0.12        0.11        0.12        0.12   

Net Realized and Unrealized Gains/(Losses) on Investments

     (0.61 )      1.05        2.20        (4.94 )      0.60   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     (0.45 )      1.17        2.31        (4.82 )      0.72   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

          

Net Investment Income

     (0.19 )      (0.17 )      (0.18 )      (0.16 )      (0.06 ) 

Net Realized Gains

     —        —        (0.34 )      (0.60 )      (0.21 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.19 )      (0.17 )      (0.52 )      (0.76 )      (0.27 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 9.51      $ 10.15      $ 9.15      $ 7.36      $ 12.94   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(a)

     (4.43 )%      12.90 %      31.84 %      (38.77 )%      5.75 % 

Ratios to Average Net Assets/ Supplemental Data:

          

Net Assets, End of Period ($000’s)

   $ 727,185      $ 864,986      $ 825,266      $ 632,430      $ 1,127,353   

Net Investment Income/(Loss)

     1.32 %      1.16 %      1.39 %      1.15 %      1.10 % 

Expenses Before Reductions(b)

     0.23 %      0.24 %      0.25 %      0.24 %      0.25 % 

Expenses Net of Reductions

     0.18 %      0.19 %      0.20 %      0.24 %      0.25 % 

Portfolio Turnover Rate

     24 %      48 %      53 %      62 %      32 % 

 

 

* The expense ratios exclude the impact of fees/expenses paid by each underlying fund.

 

(a) The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.

 

(b) Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.

 

See accompanying notes to the financial statements.

 

7


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements

December 31, 2011

 

1. Organization

The Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”) was organized as a Delaware statutory trust on June 16, 2004. The Trust is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Trust consists of six separate investment portfolios, the AZL Balanced Index Strategy Fund, the AZL Fusion Balanced Fund, the AZL Fusion Conservative Fund, the AZL Fusion Growth Fund, the AZL Fusion Moderate Fund, and the AZL Growth Index Strategy Fund (individually a “Fund”, collectively, the “Funds”), each of which is a series of the Trust. These Notes to the Financial Statements are for the AZL Fusion Growth Fund.

The Fund is a “fund of funds,” which means that the Fund invests in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. Periodically, the Fund will adjust its asset allocation as it seeks to achieve its investment objective.

The Trust is authorized to issue an unlimited number of shares of the Fund without par value. Shares of the Fund are available through the variable annuity contracts offered through the separate accounts of participating insurance companies.

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Management has evaluated events and transactions subsequent to period end through the date the financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

Security Valuation

The Fund records its investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. The valuation techniques used to determine fair value are further described in Note 4 below.

Investment Transactions and Investment Income

Investment transactions are recorded not later than on the business day following the trade date. However, for financial reporting purposes, securities transactions are accounted for on trade date. Net realized gains and losses on investments sold are recorded on the basis of identified cost of the security lot sold with the net sales proceeds. Interest income is recorded on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date.

Dividends to Shareholders

Dividends to shareholders are recorded on the ex-dividend date. The Fund distributes its dividends from net investment income and net realized capital gains, if any, on an annual basis. The amount of dividends from net investment income and from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, net operating loss, and reclassification of certain distributions), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales and

 

8


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2011

 

post October losses) do not require reclassification. Dividends to shareholders that exceed net investment income and net realized gains for tax purposes are reported as distributions of capital.

Expense Allocation

Expenses directly attributable to the Fund are charged directly to the Fund, while expenses attributable to more than one Fund are allocated among the respective Funds based upon relative net assets or some other reasonable method. Expenses which are attributable to more than one Trust are allocated across the Allianz Variable Insurance Products and Allianz Variable Insurance Products Fund of Funds Trusts based upon relative net assets or another reasonable basis. Allianz Investment Management LLC (the “Manager”), serves as the investment manager for the Trust and the Allianz Variable Insurance Products Trust.

 

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses paid indirectly, based on the daily net assets of the Fund, through April 30, 2013. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2011, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Expense Limit  

AZL Fusion Growth Fund

     0.20 %      0.30 % 

 

  * The Manager voluntarily reduced the management fee to 0.15%. The Manager reserves the right to increase the management fee to the amount shown in the table above at any time.

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the stated limit during the respective year. Any amounts recouped by the Manager during the period are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2011, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

In addition, the Manager may voluntarily waive or reimburse additional fees in order to maintain more competitive expense ratios. Any voluntary waivers or reimbursements are not subject to repayment in subsequent years. Information on the total amount waived/reimbursed by the Manager or repaid to the Manager by the Fund during the period can be found on the Statement of Operations.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2011, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

Pursuant to separate agreements between the Funds and the Manager, the Manager provides a Chief Compliance Officer (“CCO”) and certain compliance oversight and regulatory filing services to the Trust. Under these agreements the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $75 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission. The fees are paid to the Manager on a quarterly basis. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administrative and compliance services fees.”

Citi Fund Services Ohio, Inc. (“Citi” or the “Administrator”), a wholly-owned subsidiary of Citigroup, Inc., with which an officer of the Trust is affiliated, serves as the Trust’s administrator, transfer agent, and fund accountant, and assists the Trust in all aspects of its administration and operation. The Administrator is entitled to a fee, accrued daily and paid monthly. In addition, the Administrator is entitled to annual account fees related to the transfer agency system, and a Trust-wide annual

 

9


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2011

 

fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. Fees payable to the Administrator are subject to certain reductions associated with services provided to new funds. The Administrator is also reimbursed for certain expenses incurred. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administration fees.”

Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, serves as distributor of the Fund and receives a Trust-wide annual fee of $7,500, paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund is a partner. During the year ended December 31, 2011, $14,108 was paid from the Fund relating to these fees and expenses.

Certain Officers and Trustees of the Trust are affiliated with the Manager or the Administrator. Such Officers (except for the Trust’s CCO as noted above) and Trustees receive no compensation from the Trust for serving in their respective roles. For their service to the Trust and to the Allianz Variable Insurance Products Trust, each non-interested Trustee receives a $36,000 annual Board retainer and a $8,000 meeting fee for each regular in-person Board meeting, a $4,000 meeting fee for each Committee meeting. In addition, Trustees may receive compensation for special meetings and telephonic meetings. Also, the Trustees are reimbursed for certain expenses associated with attending Board meetings. Compensation to the Trustees is allocated between the Trust and the Allianz Variable Insurance Products Trust in proportion to the assets under management of each Trust. During the year ended December 31, 2011, actual Trustee compensation was $924,000 in total for both Trusts.

 

4. Investment Valuation Summary

The valuation techniques employed by the Fund, as described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund’s investments are summarized in the three broad levels listed below:

 

  —  

Level 1 — quoted prices in active markets for identical assets

  —  

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

  —  

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (“Trustees”) as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 pm EST). The investments utilizing Level 1 valuations represent investments in open-end investment companies. The investments utilizing Level 2 valuations represent investments in funds that are only offered to Funds in the Trust and the Fund has the ability to redeem its interest at NAV daily.

For the year ended December 31, 2011, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2011

 

The following is a summary of the valuation inputs used as of December 31, 2011 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1      Level 2     Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 704,608,410       $ 22,823,868 (1)    $ 727,432,278   
  

 

 

    

 

 

   

 

 

 

Total Investment Securities

   $ 704,608,410       $ 22,823,868      $ 727,432,278   
  

 

 

    

 

 

   

 

 

 

 

  (1) Consists of the holding, AZL Strategic Investments Trust, listed under Affiliated Investment Companies on the Fund’s Schedule of Portfolio Investments. The AZL Strategic Investments Trust is only offered to Funds in the Trust, and the Fund has the ability to redeem its interest in the AZL Strategic Investments Trust at NAV daily.

The Fund recognizes significant transfers between fair value hierarchy levels at the reporting period end. There were no significant transfers between Levels 1 and 2 as of December 31, 2011.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements has not been determined.

 

5. Security Purchases and Sales

For the year ended December 31, 2011, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL Fusion Growth Fund

   $ 199,516,147       $ 287,620,226   

 

6. Federal Income Tax Information

It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code under Subchapter M, applicable to regulated investment companies, and to distribute all of its taxable income, including any net realized gains on investments, to its shareholders. Therefore, no provision is made for federal income taxes.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Cost for federal income tax purposes at December 31, 2011 is $739,163,201. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

   $ 66,084,607   

Unrealized depreciation

     (77,815,530 ) 
  

 

 

 

Net unrealized depreciation

   $ (11,730,923 ) 
  

 

 

 

As of the end of its tax year ended December 31, 2011, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the table below. Under the provisions of the Regulated Investment Company Modernization Act of 2010, CLCFs that originated in a tax year that began before December 23, 2010 (pre-effective CLCFs) may be carried forward, subject to certain limitations, and applied to offset future capital gains, and thus reduce the amount of distributable capital gains, for up to eight succeeding tax years, after which any unutilized CLCFs expire. Pre-effective CLCFs are applied as short-term capital loss regardless of whether the originating capital loss was short term or long term. CLCFs that originate in tax years beginning after December 22, 2010 (post-effective CLCFs), are applied consistent with the character in which they originated as a new

 

11


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2011

 

loss on the first day of the immediately succeeding tax year, and thus take precedent over the application of pre-effective CLCFs. Post-effective CLCFs can be carried forward indefinitely.

Pre-effective CLCFs subject to expiration:

 

     Expires
12/31/2017
 

AZL Fusion Growth Fund

   $ 182,231,766   

During the year ended December 31, 2011, the Fund utilized $30,338,176 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2011 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Growth Fund

   $ 14,540,127       $ —       $ 14,540,127   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

The tax character of dividends paid to shareholders during the year ended December 31, 2010 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Growth Fund

   $ 14,145,379       $ —       $ 14,145,379   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

     Undistributed
Ordinary
Income
     Accumulated
Capital and
Other Losses
    Unrealized
Appreciation/
(Depreciation)(a)
    Total
Accumulated
Earnings/
(Deficit)
 

AZL Fusion Growth Fund

   $ 12,259,199       $ (182,231,766 )    $ (11,730,923 )    $ (181,703,490 ) 

 

  (a) The differences between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Fusion Growth Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Columbus, Ohio

February 24, 2012

 

13


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2011, 10.24% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

 

14


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Information (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request, by visiting the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov, or by calling 800-624-0197.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available (i) without charge, upon request, by calling 800-624-0197; (ii) on the Allianz Variable Insurance Products Fund of Funds Trust’s website at https://www.allianzlife.com; and (iii) on the Commission’s website at http://www.sec.gov.

The Fund files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. Schedules of Portfolio Holdings for the Fund in this report are available without charge on the Commission’s website at http://www.sec.gov, or may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

15


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Approval of Investment Advisory Agreement (Unaudited)

Subject to the general supervision of the Board of Trustees and in accordance with each Fund’s investment objectives and restrictions, investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). The Manager manages each Fund pursuant to an investment management agreement (the “Management Agreement”) with the Trust in respect of each such Fund. The Management Agreement provides that the Manager, subject to the supervision and approval of the Board of Trustees, is responsible for the management of each Fund. This management includes making asset allocation decisions and investment decisions pursuant to which the four Fusion Funds will invest in shares of Permitted Underlying Funds and in other Permitted Underlying Investments. The Manager also makes investment decisions for the AZL Balanced Index Strategy and the AZL Growth Index Strategy Funds. For management services, each Fund pays the Manager an investment advisory fee based upon each Fund’s average daily net assets. The Manager has contractually agreed to limit the expenses of each Fund by reimbursing each Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2013.

Wilshire Funds Management (“Wilshire”) serves as a consultant to the Manager in preparing statistical and other factual information for use in the creation and maintenance of the asset allocation models for the Fusion Funds (the AZL Fusion Conservative, Balanced, Moderate and Growth Funds) pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

In reviewing the services provided by the Manager and the terms of the Management Agreement, the Board receives and reviews information related to the Manager’s experience and expertise in the variable insurance marketplace. Currently, the Funds are offered only through variable annuities and variable life insurance policies, and not in the retail fund market. In addition, the Board receives information regarding the Manager’s expertise with regard to portfolio diversification and asset allocation requirements within variable insurance products issued by Allianz Life Insurance Company of North America and its subsidiary, Allianz Life Insurance Company of New York. Currently, the Funds are offered only through Allianz Life and Allianz of New York variable products.

As required by the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board has reviewed and approved the Management Agreement with the Manager. The Board’s decision to approve this contract reflects the exercise of its business judgment on whether to approve new arrangements and continue the existing arrangements. During its review of the contract, the Board considered many factors, among the most material of which are: the Funds’ investment objectives, the Manager’s management philosophy, personnel, processes and investment performance, including its compliance history and the adequacy of its compliance processes; the preferences and expectations of Fund shareholders (and underlying contract owners) and their relative sophistication; the continuing state of competition in the mutual fund industry; and comparable fees in the mutual fund industry.

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement, Compliance Services Agreement and Chief Compliance Officer Agreement, under which the Manager is compensated by the Trust for performing certain administrative and compliance services including providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer; and (2) Allianz Life Financial Services LLC, an affiliated person of the Manager, is a registered securities broker-dealer and receives (along with its affiliated persons) payments made by the Underlying Funds pursuant to Rule 12b-1.

The Board is aware that various courts have interpreted provisions of the 1940 Act and have indicated in their decisions that the following factors may be relevant to the Manager’s compensation: the nature and quality of the services provided by the Manager, including the performance of the funds; the Manager’s cost of providing the services; the extent to which the Manager may realize “economies of scale” as the funds grow larger; any indirect benefits that may accrue to the Manager and its affiliates as a result of the Manager’s relationship with the funds; performance and expenses of comparable funds; the profitability to the Manager from acting as adviser to the funds; and the extent which the independent Board members are fully informed about all facts bearing on the Manager’s services and fees. The Trust’s Board is aware of these factors and took them into account in its review of the Management Agreement for the funds.

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the

 

16


Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board’s evaluation of the Management Agreement is informed by reports covering such matters as: the Manager’s investment philosophy, personnel and processes, and the Fund’s investment performance (in absolute terms as well as in relationship to its benchmark). In connection with comparing the performance of each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the performance of the Underlying Funds, rebalancing decisions, and the impact of cash positions and Fund fees and expenses. The Board also receives reports on the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the nature and extent of the advisory and other services provided to the Fund by the Manager and its affiliates; compliance and audit reports concerning the Funds and the companies that service them; and relevant developments in the mutual fund industry and how the Funds and/or the Manager are responding to them.

The Board also receives financial information about the Manager, including reports on the compensation and benefits the Manager derives from its relationships with the Funds. These reports cover not only the fees under the Management Agreement, but also fees, if any, received for providing other services to the Funds. The reports also discuss any indirect or “fall out” benefits the Manager or its affiliates may derive from its relationship with the Funds.

The Management Agreement was most recently considered at Board of Trustees meetings held in the fall of 2011. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2011, and at an “in person” Board of Trustees meeting held October 26, 2011. The Agreement was approved at the Board meeting of October 26, 2011. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2013. In connection with such meetings, the Trustees requested and evaluated extensive materials from the Manager, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by an independent third party provider and other sources believed to be reliable by the Manager. Prior to voting, the Trustees reviewed the proposed approval/continuance of the Agreement with management and with experienced counsel who are independent of the Manager and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed approvals/ continuances. The independent (“disinterested”) Trustees also discussed the proposed approvals/continuances in a private session with such counsel at which no representatives of the Manager were present. In reaching their determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Trustees considered all factors they believed relevant. The Board based its decision to approve the Management Agreement on the totality of the circumstances and relevant factors, and with a view to past and future long-term considerations. Not all of the factors and considerations discussed above and below are necessarily relevant to each Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

An SEC rule requires that shareholder reports include a discussion of certain factors relating to the selection of the investment adviser and the approval of the advisory fee. The “factors” enumerated by the SEC are set forth below in italics, as well as the Board’s conclusions regarding such factors:

(1)  The nature, extent and quality of services provided by the Manager.  The Trustees noted that the Manager, subject to the control of the Board of Trustees, administers each Fund’s business and other affairs. The Trustees noted that the Manager also provides the Trust and each Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Trust on behalf of the Funds) and executive and other personnel as are necessary for the operation of the Trust and the Funds. Except for the Trust’s Chief Compliance Officer, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

The Trustees considered the scope and quality of services provided by the Manager and noted that the scope of such services provided had expanded as a result of recent regulatory and other developments. The Trustees noted that, for example, the Manager is responsible for maintaining and monitoring its own compliance program, and this compliance program has recently been refined and enhanced in light of new regulatory requirements. The Trustees considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Trust and to each of the Funds under the Management Agreement.

(2)  The investment performance of the Fund and the Manager.  In connection with the fall 2011 contract review process, Trustees received extensive information on the performance results of the Funds. Performance information includes information on absolute total return, performance versus the appropriate benchmark(s), the contribution to performance of the Manager’s asset class allocation decisions, overlay or global tactical asset allocation and volatility reduction strategies, the performance of the Underlying Funds, and the impact on performance of rebalancing decisions, cash and Fund fees. For

 

17


example, in connection with the Board of Trustees meeting held September 14, 2011, the Manager reported that for the three year period ended June 30, 2011, the AZL Fusion Balanced Fund ranked in the 69th percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 76th and 88th percentile of the “mixed-asset target allocation growth” peer group, and for the year ended June 30, 2011 the Conservative, Balanced, Moderate and Growth Funds ranked in the 36th, 90th, 94th and 64th percentiles, respectively. For the year to date through June 30, 2011, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 76th and 38th percentiles of their peer groups.

At the Board of Trustees meeting held October 26, 2011, the Trustees determined that the investment performance of all of the Funds was acceptable.

(3)  The costs of services to be provided and profits to be realized by the Manager and its affiliates from the relationship with the Funds.  The Board considered that the Manager receives an advisory fee from each of the Funds. The Manager reported that for the Fusion Funds the advisory fee paid put these Funds in the 60th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid by these Funds put them in the 16th percentile of the customized peer group. Trustees were provided with information that the operating expenses for the Fusion Balanced, Moderate and Growth Funds put them at the 58th percentile, the Conservative Fund at the 83rd percentile (as operating expenses remained elevated as the Fund was recouping fee waivers) and the Index Strategy Funds in the 43rd percentile of the customized peer group.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2009 through June 30, 2011. The Trustees recognized that it is difficult to make comparisons of profitability from investment company advisory agreements because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocation of expenses and the adviser’s capital structure and cost of capital. In considering profitability information, the Trustees considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Trustees focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Trustees recognized that the Manager should, in the abstract, be entitled to earn a reasonable level of profits for the services it provides to each Fund.

Based upon the information provided, the Board concluded that the Funds’ advisory fees and expense ratios are not unreasonable, and determined that there was no evidence that the Manager’s level of profitability from its relationship with the Funds was excessive.

(4) and (5)  The extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale.  The Trustees noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Trustees recognized that breakpoints may be an appropriate way for the Manager to share its economies of scale, if any, with Funds that have substantial assets. However, they also recognized that there may not be a direct relationship between any economies of scale realized by Funds and those realized by the Manager as assets increase. The Trustees do not believe there is a uniform methodology for establishing breakpoints that give effect to Fund-specific service provided by the Manager. The Trustees noted that in the fund industry as a whole, as well as among funds similar to the Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age, size, and other characteristics of a particular fund and its manager’s cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different managers have different cost structures and service models, it is difficult to draw meaningful conclusions from the breakpoints that may have been adopted by other funds. The Trustees also noted that the advisory agreements for many funds do not have breakpoints at all, or if breakpoints exist, they may be at asset levels significantly greater than those of the individual Funds. The Trustees also noted that the total assets in all of the Funds as of June 30, 2011 were approximately $4.6 billion and that the largest Fund had assets of approximately $1.8 billion.

Having taken these factors into account, the Trustees concluded that the absence of breakpoints in the Funds’ advisory fee rate schedules was acceptable under each Fund’s circumstances.

The Trustees noted that the Manager has agreed to temporarily “cap” Fund expenses at certain levels, which has the effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of fee “caps” and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. It expects to consider whether or not to approve the Management Agreement at a meeting to be held prior to December 31, 2012, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

18


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently nine Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

AZL Fund Complex
During Past 5 Years

Peter R. Burnim, Age 64

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director iQ Venture Partners, Inc., 2005 to present; EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years.   42   Argus Group Holdings; Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 54

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director, Red Canoe Management Consulting LLC, 2008 to present; Senior Managing Director, Residential Capital LLC, 2003 to 2008; Chief Operations Officer, Transamerica Reinsurance 2002 to 2003.   42   Luther College

Roger Gelfenbien, Age 68

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999.   42   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 56

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04  

Chief Executive Officer, Connecticut Innovations, 2012 to present; General Partner of Fairview Capital, L.P., 1994 to present.

  42   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 63

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to present; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002; Consultant to Hartford Insurance Co., 2001.   42   None

Peter W. McClean, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; President and CEO of Measurisk, LLC, 2001 to 2003; Chief Risk Management Officer at Bank Of Bermuda Ltd., 1996 to 2001.   42   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Senior Investment Officer, Hartford Foundation for Public Giving, 2000 to 2003; Chairman, Chief Executive and President of Conning Corp., 1999 to 2000; Investment Consultant 1997 to 1999.   42   Connecticut Water Service, Inc.

 

19


Interested Trustees(3)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office**/ Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

Fund Complex
During Past 5 Years

Robert DeChellis, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present; Senior Vice President of Marketing and Product Innovation, 2006 to 2007; Executive Vice President, Travelers Life 2004 to 2005; Executive Vice President, Jackson National Life Distributors, Inc. 2002 to 2004.   42   None

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.   42   None

Officers

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s) During Past 5 Years

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  President   Since 11/10   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Allianz Life from April 2011, to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.

Michael Radmer, Age 66

Dorsey & Whitney LLP,

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402-1498

  Secretary   Since 2/04   Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 45

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, OH 43219

  Treasurer, Principal Accounting
Officer and Principal Financial
Officer
  Since 4/10   Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., December 2009 to present; Director, Product Management, Columbia Management, April 2007 to April 2009; Deputy Treasurer, Columbia Funds and Director, Fund Administration, Columbia Management, January 2006 to April 2007; Vice President, Fund Administration, Columbia Management, July 2002 to December 2005.

Stephen G. Simon, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Chief Compliance Officer(4)
and Anti Money Laundering
Compliance Officer
  Since 11/06   Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present; President, Simon Compliance Consulting Ltd, May 2004 to July 2004; Compliance Counsel, Advantus Capital Management, Inc., January 2002 to May 2004.

 

  (1) Member of the Audit Committee.

 

  (2) Indefinite.

 

  (3) Is an “interested person”, as defined by the 1940 Act, due to employment by Allianz.

 

  (4) The Manager and the Trust are parties to a Chief Compliance Officer Agreement under which the Manager is compensated by the Trust for providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer. The Chief Compliance Officer and Anti Money Laundering Compliance Officer is not considered a corporate officer or executive employee of the Trust.

 

20


 

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1211 2/12


AZL FusionSM Moderate Fund

Annual Report

December 31, 2011

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 19

This report is submitted for the general information of the shareholder of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus, which contains details concerning the sales charges and other pertinent information.


AZL FusionSM Moderate Fund Review (unaudited)

Allianz Investment Management LLC serves as the Manager for the AZL FusionSM Moderate Fund.

What factors affected the Fund’s performance during the year ended December 31, 2011?

For the year ended December 31, 2011, the AZL FusionSM Moderate Fund returned –2.84% . That compared to a 4.66% total return for its benchmark, the Moderate Composite Index, which is comprised of a 65% weighting in the S&P 500 Index1 and a 35% weighting in the Barclays Capital U.S. Aggregate Bond Index2.

The AZL FusionSM Moderate Fund is a fund of funds that generates broad diversification by investing in 27 underlying funds as of year-end. The Fund typically holds between 55% and 75% of its assets in equity funds and 25% to 45% of its assets in fixed income funds. Additionally, the Fund invests in non-traditional asset classes, such as commodities.*

Stock prices were mixed over the past year. Despite strong U.S. corporate earnings, markets were highly sensitive to continued questions about U.S. economic growth coupled with uncertainty from European sovereign debt concerns; however, during this time of uncertainty domestic stock prices rose. As a result, the S&P 500 Index returned 2.11% for the year. On the other hand, international equities, as measured by the MSCI EAFE Index3 fell 11.73%, and emerging markets equities fell 18.17% over the year, as measured by the MSCI Emerging Markets Index4.

Bond yields fell during the year due to a flight to safety favoring U.S. Treasuries. That action pushed bond prices higher, despite the U.S. credit downgrade. The Barclays Capital U.S. Aggregate Bond Index gained 7.84% during the year. High-yield bonds returned 4.98%, as measured by the Barclays Capital U.S. Corporate High-Yield Bond Index5, and Treasury Inflation-Protected Securities (TIPS) gained 13.56%, as measured by the Barclays Capital U.S. Treasury Inflation-Protected Securities Index6. The Fund’s absolute performance was hurt by its exposure to non-U.S. asset classes.*

The Fund lagged its composite benchmark for the year due to its diversified asset allocation approach coupled with underperformance from its underlying holdings. Negative performance from U.S. mid-cap and small-cap stocks, international equities, emerging markets and commodities dragged on relative performance. In addition, underperformance from key underlying funds, relative to the individual managers’ stated benchmarks, also dragged on the Fund’s performance.*

The Fund’s performance benefited from its allocations to large-cap growth stocks and TIPS. Those were among the few asset classes that outpaced the S&P 500 Index and Barclays Aggregate Bond Index, respectively. Relative performance benefited from a select number of underlying funds that generated excess returns over their stated benchmarks.*

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2011.
1 

The Standard & Poor’s 500 Index (“S&P 500”) is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole.

2 

The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year.

3 

The Morgan Stanley Capital International, Europe, Australasia and Far East (“MSCI EAFE”) Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

4 

The Morgan Stanley Capital International (“MSCI”) Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity performance of emerging markets.

5 

The Barclays Capital U.S Corporate High-Yield Bond Index measures the market of USD-denominated, non-investment-grade, fixed-rate, taxable corporate bonds. Securities are classified as high yield if the middle rating of Moody’s, Fitch, and S&P is Ba1/BB+/BB+ or below. The index excludes emerging market debt.

6 

The Barclays Capital U.S. Treasury Inflation-Protected Securities (TIPS) Index (Series-L) is a rules-based, market value-weighted index that tracks inflation-protected securities issued by the U.S. Treasury.

Investors cannot invest directly in an index.

 

1


AZL FusionSM Moderate Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation. This objective may be changed by the Trustees of the Fund without shareholder approval. The Fund seeks to achieve its objective by investing in a combination of Permitted Underlying Funds that represent different classes in the Fund’s asset allocation.

Investment Concerns

The Fund invests in underlying funds, so its investment performance is directly related to the performance of those underlying funds. Before investing, investors should assess the risks associated with and types of investments made by each of the underlying funds in which the Fund invests.

Stocks are more volatile and carry more risk and return potential than other forms of investments.

Small- to mid-capitalization companies typically have a higher risk of failure and historically have experienced a greater degree of volatility.

International investing may involve risk of capital loss from unfavorable fluctuations in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations.

Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss.

For a complete description of these and other risks associated with investing in a mutual Fund, please refer to the Fund’s prospectus.

Growth of a $10,000 Investment

 

LOGO

The chart above represents a comparison of a hypothetical investment in the Fund versus a similar investment in the Fund’s benchmark, as well as the two component indices of the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2011

 

     1
Year
    3
Year
    5
Year
    Since
Inception
(4/29/05)
 

AZL FusionSM Moderate Fund

     –2.84 %      12.01 %      0.13 %      2.97 % 

S&P 500 Index

     2.11 %      14.11 %      –0.25 %      3.40 % 

Barclays Capital U.S. Aggregate Bond Index

     7.84 %      6.77 %      6.50 %      5.75 % 

Moderate Composite Index

     4.66 %      12.08 %      2.66 %      4.69 % 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit www.Allianzlife.com.

 

Expense Ratio1

   Gross  

AZL FusionSM Moderate Fund

     1.17 % 

The above expense ratios are based on the current Fund prospectus dated May 1, 2011. The Manager has voluntarily reduced the management fee to 0.15% . The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expense and Acquired Fund fees and expenses), to 0.30% through April 30, 2013. Additional information pertaining to the December 31, 2011 expense ratios can be found in the financial highlights.

 

1 

Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the Permitted Underlying Funds. Accordingly, Acquired Fees and Expenses affect the Fund’s total returns. Because these fees and expenses are not included in the Fund’s financial highlights, the Fund’s total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the financial highlights table. Without Acquired Fund Fees and expenses the Fund’s gross ratio would be 0.24% .

The total return of the Fund does not reflect the effect of any insurance charges, the annual maintenance fee or the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Such charges, fees and tax payments would reduce the performance quoted.

The Fund’s performance is measured against a composite index the (“Moderate Composite Index”), which is comprised of 65% of the Standard & Poor’s 500 Index (“S&P 500”) and 35% of the Barclays Capital U.S. Aggregate Bond Index. The S&P 500 is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole. The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year. These indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for services provided to the Fund. Investors cannot invest directly in an index.

 

2


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL Fusion Moderate Fund (the “Fund”), you incur ongoing costs, including management fees, distribution fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing cost only. Therefore, the examples are useful in comparing ongoing cost only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Please note that the expenses that apply to subaccounts of the insurance contracts were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the periods presented below.

The Actual Expense table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Moderate Fund

   $ 1,000.00       $ 936.20       $ 0.83         0.17 % 

The Hypothetical Expense table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Fusion Moderate Fund

   $ 1,000.00       $ 1,024.35       $ 0.87         0.17 % 

 

  * Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Portfolio Composition

(Unaudited)

The AZL Fusion Moderate Fund invested, as a percentage of net assets, in the following investments, as of December 31, 2011:

 

Investments

   Percent of
net assets+
 

Domestic Equities

     41.8  % 

Fixed Income

     37.8   

International Equities

     14.1   

Alternatives

     6.3   

Money Markets

     —   
  

 

 

 

Total

     100.0 % 
  

 

 

 

 

  + Investments are shown as a percentage of net assets, not total investments. As such the total may not equal 100%. For more information about the investments, please see the Schedule of Portfolio Investments.

 

3


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Schedule of Portfolio Investments

December 31, 2011

 

 

Shares

          Fair
Value
 
     

 

Affiliated Investment Companies (100.0%):

  

  1,986,787      

AZL Allianz AGIC Opportunity Fund

   $ 23,006,996   
  5,395,387      

AZL BlackRock Capital Appreciation Fund

     67,820,008   
  3,407,153      

AZL Columbia Mid Cap Value Fund

     26,098,793   
  4,359,073      

AZL Columbia Small Cap Value Fund

     44,113,818   
  3,766,036      

AZL Dreyfus Equity Growth Fund

     34,948,816   
  13,783,238      

AZL Eaton Vance Large Cap Value Fund

     107,371,427   
  6,675,554      

AZL International Index Fund

     80,306,909   
  3,439,157      

AZL Invesco Growth and Income Fund

     35,732,836   
  7,293,006      

AZL Invesco International Equity Fund

     101,883,299   
  5,916,200      

AZL JPMorgan International Opportunities Fund

     79,395,407   
  9,766,781      

AZL JPMorgan U.S. Equity Fund

     90,049,722   
  2,583,848      

AZL MFS Investors Trust Fund

     35,631,261   
  1,148,285      

AZL Mid Cap Index Fund

     17,339,110   
  6,366,824      

AZL Morgan Stanley Global Real Estate Fund

     49,788,563   
  1,838,929      

AZL Morgan Stanley Mid Cap Growth Fund

     24,494,539   
  4,076,332      

AZL NFJ International Value Fund

     49,486,674   
  5,238,910      

AZL Russell 1000 Growth Index Fund

     58,151,906   

Shares

          Fair
Value
 
     

 

Affiliated Investment Companies, continued

  

  9,019,100      

AZL Russell 1000 Value Index Fund

   $ 93,437,878   
  3,308,555      

AZL Schroder Emerging Markets Equity Fund, Class 2

     23,391,484   
  17,280,670      

AZL Strategic Investments Trust

     38,535,895   
  1,840,960      

AZL Turner Quantitative Small Cap Growth Fund

     17,268,202   
  3,595,046      

PIMCO PVIT Commodity Real Return Strategy Portfolio

     25,884,332   
  5,960,864      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     58,654,898   
  7,648,273      

PIMCO PVIT High Yield Portfolio

     57,132,600   
  5,914,102      

PIMCO PVIT Real Return Portfolio

     82,501,727   
  38,885,316      

PIMCO PVIT Total Return Portfolio

     428,516,184   
  5,823,576      

PIMCO PVIT Unconstrained Bond Portfolio

     57,129,276   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $1,768,716,987)

     1,808,072,560   
     

 

 

 

 

Unaffiliated Investment Company (0.0%):

  

  155,535      

Dreyfus Treasury Prime Cash Management, 0.00%(a)

     155,535   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $155,535)

     155,535   
     

 

 

 

 
 

Total Investment Securities
(Cost $1,768,872,522)(b) — 100.0%

     1,808,228,095   

 

Net other assets (liabilities) — 0.0%

     338,006   
     

 

 

 

 

Net Assets — 100.0%

   $ 1,808,566,101   
     

 

 

 
 

 

 

 

Percentages indicated are based on net assets as of December 31, 2011.

 

(a) The rate represents the effective yield at December 31, 2011.

 

(b) See Federal Tax Information listed in the Notes to the Financial Statements.

 

See accompanying notes to the financial statements.

 

4


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

 

Statement of Assets and Liabilities

December 31, 2011

 

Assets:

 

Investments in non-affiliates, at cost

  $ 155,535   

Investments in affiliates, at cost

    1,768,716,987   
 

 

 

 

Total investment securities, at cost

  $ 1,768,872,522   
 

 

 

 

Investments in non-affiliates, at value

  $ 155,535   

Investments in affiliates, at value

    1,808,072,560   
 

 

 

 

Total investment securities, at value

    1,808,228,095   

Interest and dividends receivable

    1,506,721   

Receivable for capital shares issued

    784,388   

Prepaid expenses

    23,120   
 

 

 

 

Total Assets

    1,810,542,324   
 

 

 

 

Liabilities:

 

Payable for affiliated investments purchased

    1,662,256   

Manager fees payable

    227,557   

Administration fees payable

    5,930   

Custodian fees payable

    357   

Administrative and compliance services fees payable

    10,269   

Trustee fees payable

    554   

Other accrued liabilities

    69,300   
 

 

 

 

Total Liabilities

    1,976,223   
 

 

 

 

Net Assets

  $ 1,808,566,101   
 

 

 

 

Net Assets Consist of:

 

Capital

  $ 1,823,997,669   

Accumulated net investment income/(loss)

    33,385,465   

Accumulated net realized gains/(losses) from investment transactions

    (88,172,606 ) 

Net unrealized appreciation/(depreciation) on investments

    39,355,573   
 

 

 

 

Net Assets

  $ 1,808,566,101   
 

 

 

 

Shares of beneficial interest (unlimited number of shares authorized, no par value)

    179,254,326   

Net Asset Value (offering and redemption price per share)

  $ 10.09   
 

 

 

 

Statement of Operations

For the Year Ended December 31, 2011

 

Investment Income:

  

Dividends from affiliates

   $ 31,114,871   

Dividends from non-affiliates

     7   
  

 

 

 

Total Investment Income

     31,114,878   
  

 

 

 

Expenses:

  

Manager fees

     3,451,146   

Administration fees

     56,898   

Custodian fees

     1,939   

Administrative and compliance services fees

     71,299   

Trustee fees

     107,538   

Professional fees

     79,416   

Shareholder reports

     52,422   

Other expenses

     43,079   
  

 

 

 

Total expenses before reductions

     3,863,737   

Less expenses voluntarily waived/reimbursed by the Manager

     (862,802 ) 
  

 

 

 

Net expenses

     3,000,935   
  

 

 

 

Net Investment Income/(Loss)

     28,113,943   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions from affiliates

     35,409,268   

Net realized gains distributions from affiliated underlying funds

     11,382,655   

Change in unrealized appreciation/depreciation on investments

     (130,283,143 ) 
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     (83,491,220 ) 
  

 

 

 

Change in Net Assets Resulting From Operations

   $ (55,377,277 ) 
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statement of Changes in Net Assets

 

     AZL Fusion Moderate Fund  
     For the
Year Ended
December 31,
2011
    For the
Year Ended
December 31,
2010
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 28,113,943      $ 17,813,277   

Net realized gains/(losses) on investment transactions

     46,791,923        73,603,090   

Change in unrealized appreciation/depreciation on investments

     (130,283,143 )      55,011,050   
  

 

 

   

 

 

 

Change in net assets resulting from operations

     (55,377,277 )      146,427,417   
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (31,334,299 )      (22,241,097 ) 
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (31,334,299 )      (22,241,097 ) 
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     376,946,401        479,679,572   

Proceeds from dividends reinvested

     31,334,299        22,241,097   

Value of shares redeemed

     (58,102,743 )      (16,736,187 ) 
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     350,177,957        485,184,482   
  

 

 

   

 

 

 

Change in net assets

     263,466,381        609,370,802   

Net Assets:

    

Beginning of period

     1,545,099,720        935,728,918   
  

 

 

   

 

 

 

End of period

   $ 1,808,566,101      $ 1,545,099,720   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 33,385,465      $ 31,334,250   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     35,702,924        48,308,364   

Dividends reinvested

     3,146,014        2,246,575   

Shares redeemed

     (5,615,561 )      (1,723,701 ) 
  

 

 

   

 

 

 

Change in shares

     33,233,377        48,831,238   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund*

Financial Highlights

(Selected data for a share of beneficial interest outstanding throughout the periods indicated)

 

     Year Ended December 31,  
     2011     2010     2009     2008     2007  

Net Asset Value, Beginning of Period

   $ 10.58      $ 9.63      $ 7.75      $ 12.45      $ 11.98   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

          

Net Investment Income/(Loss)

     0.14        0.05        0.06        0.23        0.20   

Net Realized and Unrealized Gains/(Losses) on Investments

     (0.44 )      1.07        2.20        (4.13 )      0.58   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     (0.30 )      1.12        2.26        (3.90 )      0.78   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

          

Net Investment Income

     (0.19 )      (0.17 )      (0.17 )      (0.24 )      (0.12 ) 

Net Realized Gains

     —        —        (0.21 )      (0.56 )      (0.19 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.19 )      (0.17 )      (0.38 )      (0.80 )      (0.31 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 10.09      $ 10.58      $ 9.63      $ 7.75      $ 12.45   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(a)

     (2.84 )%      11.74 %      29.42 %      (32.76 )%      6.54 % 

Ratios to Average Net Assets/ Supplemental Data:

          

Net Assets, End of Period ($000’s)

   $ 1,808,566      $ 1,545,100      $ 935,729      $ 438,317      $ 830,702   

Net Investment Income/(Loss)

     1.63 %      1.47 %      2.07 %      1.79 %      1.82 % 

Expenses Before Reductions(b)

     0.22 %      0.24 %      0.25 %      0.25 %      0.25 % 

Expenses Net of Reductions

     0.17 %      0.19 %      0.20 %      0.24 %      0.25 % 

Portfolio Turnover Rate

     19 %      32 %      38 %      55 %      31 % 

 

 

* The expense ratios exclude the impact of fees/expenses paid by each underlying fund.

 

(a) The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.

 

(b) Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.

 

See accompanying notes to the financial statements.

 

7


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2011

 

1. Organization

The Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”) was organized as a Delaware statutory trust on June 16, 2004. The Trust is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Trust consists of six separate investment portfolios, the AZL Balanced Index Strategy Fund, the AZL Fusion Balanced Fund, the AZL Fusion Conservative Fund, the AZL Fusion Growth Fund, the AZL Fusion Moderate Fund, and the AZL Growth Index Strategy Fund (individually a “Fund”, collectively, the “Funds”), each of which is a series of the Trust. These Notes to the Financial Statements are for the AZL Fusion Moderate Fund.

The Fund is a “fund of funds,” which means that the Fund invests in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. Periodically, the Fund will adjust its asset allocation as it seeks to achieve its investment objective.

The Trust is authorized to issue an unlimited number of shares of the Fund without par value. Shares of the Fund are available through the variable annuity contracts offered through the separate accounts of participating insurance companies.

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Management has evaluated events and transactions subsequent to period end through the date the financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

Security Valuation

The Fund records its investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. The valuation techniques used to determine fair value are further described in Note 4 below.

Investment Transactions and Investment Income

Investment transactions are recorded not later than on the business day following the trade date. However, for financial reporting purposes, securities transactions are accounted for on trade date. Net realized gains and losses on investments sold are recorded on the basis of identified cost of the security lot sold with the net sales proceeds. Interest income is recorded on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date.

Dividends to Shareholders

Dividends to shareholders are recorded on the ex-dividend date. The Fund distributes its dividends from net investment income and net realized capital gains, if any, on an annual basis. The amount of dividends from net investment income and from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, net operating loss, and reclassification of certain distributions), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales and post October losses) do not require reclassification. Dividends to shareholders that exceed net investment income and net realized gains for tax purposes are reported as distributions of capital.

 

8


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2011

 

Expense Allocation

Expenses directly attributable to the Fund are charged directly to the Fund, while expenses attributable to more than one Fund are allocated among the respective Funds based upon relative net assets or some other reasonable method. Expenses which are attributable to more than one Trust are allocated across the Allianz Variable Insurance Products and Allianz Variable Insurance Products Fund of Funds Trusts based upon relative net assets or another reasonable basis. Allianz Investment Management LLC (the “Manager”), serves as the investment manager for the Trust and the Allianz Variable Insurance Products Trust.

 

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses paid indirectly, based on the daily net assets of the Fund, through April 30, 2013. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2011, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Expense Limit  

AZL Fusion Moderate Fund

     0.20 %      0.30 % 

 

  * The Manager voluntarily reduced the management fee to 0.15%. The Manager reserves the right to increase the management fee to the amount shown in the table above at any time.

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the stated limit during the respective year. Any amounts recouped by the Manager during the period are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2011, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

In addition, the Manager may voluntarily waive or reimburse additional fees in order to maintain more competitive expense ratios. Any voluntary waivers or reimbursements are not subject to repayment in subsequent years. Information on the total amount waived/reimbursed by the Manager or repaid to the Manager by the Fund during the period can be found on the Statement of Operations.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2011, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

Pursuant to separate agreements between the Funds and the Manager, the Manager provides a Chief Compliance Officer (“CCO”) and certain compliance oversight and regulatory filing services to the Trust. Under these agreements the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $75 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission. The fees are paid to the Manager on a quarterly basis. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administrative and compliance services fees.”

Citi Fund Services Ohio, Inc. (“Citi” or the “Administrator”), a wholly-owned subsidiary of Citigroup, Inc., with which an officer of the Trust is affiliated, serves as the Trust’s administrator, transfer agent, and fund accountant, and assists the Trust in all aspects of its administration and operation. The Administrator is entitled to a fee, accrued daily and paid monthly. In addition, the Administrator is entitled to annual account fees related to the transfer agency system, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. Fees payable to the Administrator are subject to certain reductions associated with services provided to

 

9


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2011

 

new funds. The Administrator is also reimbursed for certain expenses incurred. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administration fees.”

Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, serves as distributor of the Fund and receives a Trust-wide annual fee of $7,500, paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund is a partner. During the year ended December 31, 2011, $30,114 was paid from the Fund relating to these fees and expenses.

Certain Officers and Trustees of the Trust are affiliated with the Manager or the Administrator. Such Officers (except for the Trust’s CCO as noted above) and Trustees receive no compensation from the Trust for serving in their respective roles. For their service to the Trust and to the Allianz Variable Insurance Products Trust, each non-interested Trustee receives a $36,000 annual Board retainer and a $8,000 meeting fee for each regular in-person Board meeting, a $4,000 meeting fee for each Committee meeting. In addition, Trustees may receive compensation for special meetings and telephonic meetings. Also, the Trustees are reimbursed for certain expenses associated with attending Board meetings. Compensation to the Trustees is allocated between the Trust and the Allianz Variable Insurance Products Trust in proportion to the assets under management of each Trust. During the year ended December 31, 2011, actual Trustee compensation was $924,000 in total for both Trusts.

 

4. Investment Valuation Summary

The valuation techniques employed by the Fund, as described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund’s investments are summarized in the three broad levels listed below:

 

  —  

Level 1 — quoted prices in active markets for identical assets

  —  

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

  —  

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (“Trustees”) as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 pm EST). The investments utilizing Level 1 valuations represent investments in open-end investment companies. The investments utilizing Level 2 valuations represent investments in funds that are only offered to Funds in the Trust and the Fund has the ability to redeem its interest at NAV daily.

For the year ended December 31, 2011, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

The following is a summary of the valuation inputs used as of December 31, 2011 in valuing the Fund’s investments based upon the three levels defined above:

 

      Level 1      Level 2     Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 1,769,536,665       $ 38,535,895 (1)    $ 1,808,072,560   

Unaffiliated Investment Company

     155,535         —        155,535   
  

 

 

    

 

 

   

 

 

 

Total Investment Securities

   $ 1,769,692,200       $ 38,535,895      $ 1,808,228,095   
  

 

 

    

 

 

   

 

 

 

 

  (1) Consists of the holding, AZL Strategic Investments Trust, listed under Affiliated Investment Companies on the Fund’s Schedule of Portfolio Investments. The AZL Strategic Investments Trust is only offered to Funds in the Trust, and the Fund has the ability to redeem its interest in the AZL Strategic Investments Trust at NAV daily.

 

10


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2011

 

The Fund recognizes significant transfers between fair value hierarchy levels at the reporting period end. There were no significant transfers between Levels 1 and 2 as of December 31, 2011.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements has not been determined.

 

5. Security Purchases and Sales

For the year ended December 31, 2011, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL Fusion Moderate Fund

   $ 685,141,442       $ 326,572,440   

 

6. Federal Income Tax Information

 

It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code under Subchapter M, applicable to regulated investment companies, and to distribute all of its taxable income, including any net realized gains on investments, to its shareholders. Therefore, no provision is made for federal income taxes.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Cost for federal income tax purposes at December 31, 2011 is $1,794,961,258. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

   $ 96,341,117   

Unrealized depreciation

     (83,074,280 ) 
  

 

 

 

Net unrealized appreciation

   $ 13,266,837   
  

 

 

 

As of the end of its tax year ended December 31, 2011, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the table below. Under the provisions of the Regulated Investment Company Modernization Act of 2010, CLCFs that originated in a tax year that began before December 23, 2010 (pre-effective CLCFs) may be carried forward, subject to certain limitations, and applied to offset future capital gains, and thus reduce the amount of distributable capital gains, for up to eight succeeding tax years, after which any unutilized CLCFs expire. Pre-effective CLCFs are applied as short-term capital loss regardless of whether the originating capital loss was short term or long term. CLCFs that originate in tax years beginning after December 22, 2010 (post-effective CLCFs), are applied consistent with the character in which they originated as a new loss on the first day of the immediately succeeding tax year, and thus take precedent over the application of pre-effective CLCFs. Post-effective CLCFs can be carried forward indefinitely.

Pre-effective CLCFs subject to expiration:

 

     Expires
12/31/2017
 

AZL Fusion Moderate Fund

   $ 62,083,870   

During the year ended December 31, 2011, the Fund utilized $29,191,610 in CLCFs to offset capital gains.

 

11


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2011

 

The tax character of dividends paid to shareholders during the year ended December 31, 2011 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Moderate Fund

   $ 31,334,299       $ —       $ 31,334,299   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

The tax character of dividends paid to shareholders during the year ended December 31, 2010 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Fusion Moderate Fund

   $ 22,241,097       $ —       $ 22,241,097   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

     Undistributed
Ordinary
Income
     Accumulated
Capital and
Other Losses
    Unrealized
Appreciation(a)
     Total
Accumulated
Earnings/
(Deficit)
 

AZL Fusion Moderate Fund

   $ 33,385,465       $ (62,083,870 )    $ 13,266,837       $ (15,431,568 ) 

 

  (a) The differences between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Fusion Moderate Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Columbus, Ohio

February 24, 2012

 

13


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2011, 5.65% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

 

14


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Information (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request, by visiting the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov, or by calling 800-624-0197.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available (i) without charge, upon request, by calling 800-624-0197; (ii) on the Allianz Variable Insurance Products Fund of Funds Trust’s website at https://www.allianzlife.com; and (iii) on the Commission’s website at http://www.sec.gov.

The Fund files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. Schedules of Portfolio Holdings for the Fund in this report are available without charge on the Commission’s website at http://www.sec.gov, or may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

15


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Approval of Investment Advisory Agreement (Unaudited)

Subject to the general supervision of the Board of Trustees and in accordance with each Fund’s investment objectives and restrictions, investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). The Manager manages each Fund pursuant to an investment management agreement (the “Management Agreement”) with the Trust in respect of each such Fund. The Management Agreement provides that the Manager, subject to the supervision and approval of the Board of Trustees, is responsible for the management of each Fund. This management includes making asset allocation decisions and investment decisions pursuant to which the four Fusion Funds will invest in shares of Permitted Underlying Funds and in other Permitted Underlying Investments. The Manager also makes investment decisions for the AZL Balanced Index Strategy and the AZL Growth Index Strategy Funds. For management services, each Fund pays the Manager an investment advisory fee based upon each Fund’s average daily net assets. The Manager has contractually agreed to limit the expenses of each Fund by reimbursing each Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2013.

Wilshire Funds Management (“Wilshire”) serves as a consultant to the Manager in preparing statistical and other factual information for use in the creation and maintenance of the asset allocation models for the Fusion Funds (the AZL Fusion Conservative, Balanced, Moderate and Growth Funds) pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

In reviewing the services provided by the Manager and the terms of the Management Agreement, the Board receives and reviews information related to the Manager’s experience and expertise in the variable insurance marketplace. Currently, the Funds are offered only through variable annuities and variable life insurance policies, and not in the retail fund market. In addition, the Board receives information regarding the Manager’s expertise with regard to portfolio diversification and asset allocation requirements within variable insurance products issued by Allianz Life Insurance Company of North America and its subsidiary, Allianz Life Insurance Company of New York. Currently, the Funds are offered only through Allianz Life and Allianz of New York variable products.

As required by the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board has reviewed and approved the Management Agreement with the Manager. The Board’s decision to approve this contract reflects the exercise of its business judgment on whether to approve new arrangements and continue the existing arrangements. During its review of the contract, the Board considered many factors, among the most material of which are: the Funds’ investment objectives, the Manager’s management philosophy, personnel, processes and investment performance, including its compliance history and the adequacy of its compliance processes; the preferences and expectations of Fund shareholders (and underlying contract owners) and their relative sophistication; the continuing state of competition in the mutual fund industry; and comparable fees in the mutual fund industry.

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement, Compliance Services Agreement and Chief Compliance Officer Agreement, under which the Manager is compensated by the Trust for performing certain administrative and compliance services including providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer; and (2) Allianz Life Financial Services LLC, an affiliated person of the Manager, is a registered securities broker-dealer and receives (along with its affiliated persons) payments made by the Underlying Funds pursuant to Rule 12b-1.

The Board is aware that various courts have interpreted provisions of the 1940 Act and have indicated in their decisions that the following factors may be relevant to the Manager’s compensation: the nature and quality of the services provided by the Manager, including the performance of the funds; the Manager’s cost of providing the services; the extent to which the Manager may realize “economies of scale” as the funds grow larger; any indirect benefits that may accrue to the Manager and its affiliates as a result of the Manager’s relationship with the funds; performance and expenses of comparable funds; the profitability to the Manager from acting as adviser to the funds; and the extent which the independent Board members are fully informed about all facts bearing on the Manager’s services and fees. The Trust’s Board is aware of these factors and took them into account in its review of the Management Agreement for the funds.

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the

 

16


Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board’s evaluation of the Management Agreement is informed by reports covering such matters as: the Manager’s investment philosophy, personnel and processes, and the Fund’s investment performance (in absolute terms as well as in relationship to its benchmark). In connection with comparing the performance of each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the performance of the Underlying Funds, rebalancing decisions, and the impact of cash positions and Fund fees and expenses. The Board also receives reports on the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the nature and extent of the advisory and other services provided to the Fund by the Manager and its affiliates; compliance and audit reports concerning the Funds and the companies that service them; and relevant developments in the mutual fund industry and how the Funds and/or the Manager are responding to them.

The Board also receives financial information about the Manager, including reports on the compensation and benefits the Manager derives from its relationships with the Funds. These reports cover not only the fees under the Management Agreement, but also fees, if any, received for providing other services to the Funds. The reports also discuss any indirect or “fall out” benefits the Manager or its affiliates may derive from its relationship with the Funds.

The Management Agreement was most recently considered at Board of Trustees meetings held in the fall of 2011. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2011, and at an “in person” Board of Trustees meeting held October 26, 2011. The Agreement was approved at the Board meeting of October 26, 2011. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2013. In connection with such meetings, the Trustees requested and evaluated extensive materials from the Manager, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by an independent third party provider and other sources believed to be reliable by the Manager. Prior to voting, the Trustees reviewed the proposed approval/continuance of the Agreement with management and with experienced counsel who are independent of the Manager and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed approvals/ continuances. The independent (“disinterested”) Trustees also discussed the proposed approvals/continuances in a private session with such counsel at which no representatives of the Manager were present. In reaching their determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Trustees considered all factors they believed relevant. The Board based its decision to approve the Management Agreement on the totality of the circumstances and relevant factors, and with a view to past and future long-term considerations. Not all of the factors and considerations discussed above and below are necessarily relevant to each Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

An SEC rule requires that shareholder reports include a discussion of certain factors relating to the selection of the investment adviser and the approval of the advisory fee. The “factors” enumerated by the SEC are set forth below in italics, as well as the Board’s conclusions regarding such factors:

(1)  The nature, extent and quality of services provided by the Manager.  The Trustees noted that the Manager, subject to the control of the Board of Trustees, administers each Fund’s business and other affairs. The Trustees noted that the Manager also provides the Trust and each Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Trust on behalf of the Funds) and executive and other personnel as are necessary for the operation of the Trust and the Funds. Except for the Trust’s Chief Compliance Officer, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

The Trustees considered the scope and quality of services provided by the Manager and noted that the scope of such services provided had expanded as a result of recent regulatory and other developments. The Trustees noted that, for example, the Manager is responsible for maintaining and monitoring its own compliance program, and this compliance program has recently been refined and enhanced in light of new regulatory requirements. The Trustees considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Trust and to each of the Funds under the Management Agreement.

(2)  The investment performance of the Fund and the Manager.  In connection with the fall 2011 contract review process, Trustees received extensive information on the performance results of the Funds. Performance information includes information on absolute total return, performance versus the appropriate benchmark(s), the contribution to performance of the Manager’s asset class allocation decisions, overlay or global tactical asset allocation and volatility reduction strategies, the performance of the Underlying Funds, and the impact on performance of rebalancing decisions, cash and Fund fees. For

 

17


example, in connection with the Board of Trustees meeting held September 14, 2011, the Manager reported that for the three year period ended June 30, 2011, the AZL Fusion Balanced Fund ranked in the 69th percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 76th and 88th percentile of the “mixed-asset target allocation growth” peer group, and for the year ended June 30, 2011 the Conservative, Balanced, Moderate and Growth Funds ranked in the 36th, 90th, 94th and 64th percentiles, respectively. For the year to date through June 30, 2011, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 76th and 38th percentiles of their peer groups.

At the Board of Trustees meeting held October 26, 2011, the Trustees determined that the investment performance of all of the Funds was acceptable.

(3)  The costs of services to be provided and profits to be realized by the Manager and its affiliates from the relationship with the Funds.  The Board considered that the Manager receives an advisory fee from each of the Funds. The Manager reported that for the Fusion Funds the advisory fee paid put these Funds in the 60th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid by these Funds put them in the 16th percentile of the customized peer group. Trustees were provided with information that the operating expenses for the Fusion Balanced, Moderate and Growth Funds put them at the 58th percentile, the Conservative Fund at the 83rd percentile (as operating expenses remained elevated as the Fund was recouping fee waivers) and the Index Strategy Funds in the 43rd percentile of the customized peer group.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2009 through June 30, 2011. The Trustees recognized that it is difficult to make comparisons of profitability from investment company advisory agreements because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocation of expenses and the adviser’s capital structure and cost of capital. In considering profitability information, the Trustees considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Trustees focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Trustees recognized that the Manager should, in the abstract, be entitled to earn a reasonable level of profits for the services it provides to each Fund.

Based upon the information provided, the Board concluded that the Funds’ advisory fees and expense ratios are not unreasonable, and determined that there was no evidence that the Manager’s level of profitability from its relationship with the Funds was excessive.

(4) and (5)  The extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale.  The Trustees noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Trustees recognized that breakpoints may be an appropriate way for the Manager to share its economies of scale, if any, with Funds that have substantial assets. However, they also recognized that there may not be a direct relationship between any economies of scale realized by Funds and those realized by the Manager as assets increase. The Trustees do not believe there is a uniform methodology for establishing breakpoints that give effect to Fund-specific service provided by the Manager. The Trustees noted that in the fund industry as a whole, as well as among funds similar to the Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age, size, and other characteristics of a particular fund and its manager’s cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different managers have different cost structures and service models, it is difficult to draw meaningful conclusions from the breakpoints that may have been adopted by other funds. The Trustees also noted that the advisory agreements for many funds do not have breakpoints at all, or if breakpoints exist, they may be at asset levels significantly greater than those of the individual Funds. The Trustees also noted that the total assets in all of the Funds as of June 30, 2011 were approximately $4.6 billion and that the largest Fund had assets of approximately $1.8 billion.

Having taken these factors into account, the Trustees concluded that the absence of breakpoints in the Funds’ advisory fee rate schedules was acceptable under each Fund’s circumstances.

The Trustees noted that the Manager has agreed to temporarily “cap” Fund expenses at certain levels, which has the effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of fee “caps” and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. It expects to consider whether or not to approve the Management Agreement at a meeting to be held prior to December 31, 2012, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

18


 

Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently nine Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

AZL Fund Complex
During Past 5 Years

Peter R. Burnim, Age 64

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director iQ Venture Partners, Inc., 2005 to present; EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years.   42   Argus Group Holdings; Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 54

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director, Red Canoe Management Consulting LLC, 2008 to present; Senior Managing Director, Residential Capital LLC, 2003 to 2008; Chief Operations Officer, Transamerica Reinsurance 2002 to 2003.   42   Luther College

Roger Gelfenbien, Age 68

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999.   42   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 56

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04  

Chief Executive Officer, Connecticut Innovations, 2012 to present; General Partner of Fairview Capital, L.P., 1994 to present.

  42   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 63

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to present; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002; Consultant to Hartford Insurance Co., 2001.   42   None

Peter W. McClean, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; President and CEO of Measurisk, LLC, 2001 to 2003; Chief Risk Management Officer at Bank Of Bermuda Ltd., 1996 to 2001.   42   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Senior Investment Officer, Hartford Foundation for Public Giving, 2000 to 2003; Chairman, Chief Executive and President of Conning Corp., 1999 to 2000; Investment Consultant 1997 to 1999.   42   Connecticut Water Service, Inc.

 

19


Interested Trustees(3)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office**/ Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

Fund Complex
During Past 5 Years

Robert DeChellis, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present; Senior Vice President of Marketing and Product Innovation, 2006 to 2007; Executive Vice President, Travelers Life 2004 to 2005; Executive Vice President, Jackson National Life Distributors, Inc. 2002 to 2004.   42   None

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.   42   None

Officers

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s) During Past 5 Years

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  President   Since 11/10   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Allianz Life from April 2011, to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.

Michael Radmer, Age 66

Dorsey & Whitney LLP,

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402-1498

  Secretary   Since 2/04   Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 45

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, OH 43219

  Treasurer, Principal Accounting
Officer and Principal Financial
Officer
  Since 4/10   Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., December 2009 to present; Director, Product Management, Columbia Management, April 2007 to April 2009; Deputy Treasurer, Columbia Funds and Director, Fund Administration, Columbia Management, January 2006 to April 2007; Vice President, Fund Administration, Columbia Management, July 2002 to December 2005.

Stephen G. Simon, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Chief Compliance Officer(4)
and Anti Money Laundering
Compliance Officer
  Since 11/06   Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present; President, Simon Compliance Consulting Ltd, May 2004 to July 2004; Compliance Counsel, Advantus Capital Management, Inc., January 2002 to May 2004.

 

  (1) Member of the Audit Committee.

 

  (2) Indefinite.

 

  (3) Is an “interested person”, as defined by the 1940 Act, due to employment by Allianz.

 

  (4) The Manager and the Trust are parties to a Chief Compliance Officer Agreement under which the Manager is compensated by the Trust for providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer. The Chief Compliance Officer and Anti Money Laundering Compliance Officer is not considered a corporate officer or executive employee of the Trust.

 

20


 

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1211 2/12

 


AZL® Growth Index Strategy Fund

Annual Report

December 31, 2011

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 12

Other Federal Income Tax Information

Page 13

Other Information

Page 14

Approval of Investment Advisory Agreement

Page 15

Information about the Board of Trustees and Officers

Page 18

This report is submitted for the general information of the shareholder of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus, which contains details concerning the sales charges and other pertinent information.


AZL® Growth Index Strategy Fund Review (unaudited)

Allianz Investment Management LLC serves as the Manager for the AZL® Growth Index Strategy Fund.

What factors affected the Fund’s performance during the year ended December 31, 2011?

For the year ended December 31, 2011, the AZL® Growth Index Strategy Fund returned 0.01% . That compared to a 3.99% total return for its benchmark, the Growth Composite Index, which is comprised of a 75% weighting in the S&P 500 Index1 and a 25% weighting in the Barclays Capital U.S. Aggregate Bond Index2.

The AZL® Growth Index Strategy Fund is a fund of funds that pursues broad diversification across four equity sub-portfolios and one fixed-income sub-portfolio. The four equity sub-portfolios pursue passive strategies that look to achieve, before fees, returns similar to the S&P 500 Index, the S&P 400 Index3, the S&P 600 Index4, and the MSCI EAFE Index5, which represents shares of large companies in developed foreign markets. The fixed income sub-portfolio is an enhanced bond index strategy that seeks to achieve a return that exceeds the Barclays Capital U.S. Aggregate Bond Index. Generally, the Fund allocates 65% to 85% of its assets to the underlying equity index funds and the remaining assets to the underlying bond index fund.*

Stock prices were mixed during the year and despite strong U.S. corporate earnings, investors had concerns about the health of the U.S. economy, and the size and scope of the European sovereign debt crisis. Despite a downgrade in U.S. credit by Standard and Poor’s, bond yields fell during the year as economic and market events led investors to seek a safe haven in U.S. Treasuries.

The Fund’s allocations to small-cap, mid-cap, and international stocks were the primary reasons for the Fund’s underperformance, relative to its benchmark. Small- and mid-cap stocks as measured by the S&P 600 and the S&P 400 returned 1.02% and –1.73%, respectively. By comparison, the S&P 500, which represents large-cap stocks, returned 2.11% . International stocks as represented by the MSCI EAFE Index dramatically underperformed domestic stocks, returning –11.73% due in large part to concerns over the European debt crisis.*

The Fund’s fixed-income allocation performed relatively in line with the Barclays Capital U.S. Aggregate Bond Index, which returned 7.84%.

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2011.
1 

The Standard & Poor’s 500 Index (“S&P 500”) is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole.

2 

The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year.

3 

The Standard & Poor’s MidCap 400 Index (“S&P 400”) is the most widely used index for mid-sized companies. The S&P 400 covers 7% of the U.S. equities market, and is part of a series of S&P U.S. indices that can be used as building blocks for portfolio composition.

4 

The Standard & Poor’s SmallCap 600 Index (“S&P 600”) covers approximately 3% of the domestic equities market. Measuring the small cap segment of the market that is typically renowned for poor trading liquidity and financial instability, the index is designed to be an efficient portfolio of companies that meet specific inclusion criteria to ensure that they are investable and financially viable.

5 

The Morgan Stanley Capital International, Europe, Australasia and Far East (“MSCI EAFE”) Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

Investors cannot invest directly in an index.

 

1


AZL® Growth Index Strategy Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation. This objective may be changed by the Trustees of the Fund without shareholder approval. The Fund seeks to achieve its objective by investing in a combination of Permitted Underlying Funds that represent different classes in the Fund’s asset allocation.

Investment Concerns

The Fund invests in underlying funds, so its investment performance is directly related to the performance of those underlying funds. Before investing, investors should assess the risks associated with and types of investments made by each of the underlying funds in which the Fund invests.

Stocks are more volatile and carry more risk and return potential than other forms of investments.

International investing may involve risk of capital loss from unfavorable fluctuations in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations.

Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss.

The performance of the Fund is expected to be lower than that of the Indices because of Fund fees and expenses. Securities in which the Fund will invest may involve substantial risk and may be subject to sudden severe price declines.

For a complete description of these and other risks associated with investing in a mutual Fund, please refer to the Fund’s prospectus.

Growth of a $10,000 Investment

 

LOGO

The chart above represents a comparison of a hypothetical investment in the Fund versus a similar investment in the Fund’s benchmark, as well as the two component indices of the Fund’s benchmark, and represents the reinvestment of dividends and capital gains in the Fund.

Average Annual Total Returns as of December 31, 2011

 

     1
Year
    Since
Inception
(7/10/09)
 

AZL® Growth Index Strategy Fund

     0.01 %      12.67 % 

S&P 500 Index

     2.11 %      17.97 % 

Barclays Capital U.S. Aggregate Bond Index

     7.84 %      6.94 % 

Growth Composite Index

     3.99 %      15.64 % 

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit www.Allianzlife.com.

 

Expense Ratio1

   Gross  

AZL® Growth Index Strategy Fund

     0.72 % 

The above expense ratios are based on the current Fund prospectus dated May 1, 2011. The Manager and the Fund have entered into a written contract limiting operating expenses, excluding certain expenses (such as interest expense and Acquired Fund fees and expenses), to 0.20% through April 30, 2013. Additional information pertaining to the December 31, 2011 expense ratios can be found in the financial highlights.

 

1 Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the Permitted Underlying Funds. Accordingly, Acquired Fees and Expenses affect the Fund’s total returns. Because these fees and expenses are not included in the Fund’s financial highlights, the Fund’s total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the financial highlights table. Without Acquired Fund Fees and expenses the Fund’s gross ratio would be 0.08% .

 

  The total return of the Fund does not reflect the effect of any insurance charges, the annual maintenance fee or the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Such charges, fees and tax payments would reduce the performance quoted.

 

  The Fund’s performance is measured against a composite index (the “Growth Composite Index”), which is comprised of 75% of the Standard & Poor’s 500 Index (“S&P 500”) and 25% of the Barclays Capital U.S. Aggregate Bond Index. The S&P 500 is representative of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. Stock market as a whole. The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year. These indices are unmanaged and do not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for services provided to the Fund. Investors cannot invest directly in an index.

 

2


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL Growth Index Strategy Fund (the “Fund”), you incur ongoing costs, including management fees, distribution fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing cost only. Therefore, the examples are useful in comparing ongoing cost only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Please note that the expenses that apply to subaccounts of the insurance contracts were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the periods presented below.

The Actual Expense table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Growth Index Strategy Fund

   $ 1,000.00       $ 949.90       $ 0.39         0.08 % 

The Hypothetical Expense table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

     Beginning
Account Value
7/1/11
     Ending
Account Value
12/31/11
     Expense Paid
During Period*
7/1/11 - 12/31/11
     Annualized
Expense Ratio
During Period
7/1/11 - 12/31/11
 

AZL Growth Index Strategy Fund

   $ 1,000.00       $ 1,024.80       $ 0.41         0.08 % 

 

  * Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

Portfolio Composition

(Unaudited)

The AZL Growth Index Strategy Fund invested, as a percentage of net assets, the following investments, as of December 31, 2011:

 

Investments

   Percent of
net assets+
 

Domestic Equities

     55.7 % 

Fixed Income

     25.0   

International Equities

     19.1   

Money Markets

     0.6   
  

 

 

 

Total

     100.4 % 
  

 

 

 

 

  + Investments are shown as a percentage of net assets, not total investments. As such the total may not equal 100%. For more information about the investments, please see the Schedule of Portfolio Investments.

 

3


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2011

 

Shares           Fair
Value
 

 

Affiliated Investment Companies (99.8%):

  

  17,368,747      

AZL Enhanced Bond Index Fund

   $ 191,403,596   
  12,121,216      

AZL International Index Fund

     145,818,232   
  5,550,411      

AZL Mid Cap Index Fund

     83,811,213   
  34,690,280      

AZL S&P 500 Index Fund, Class 2

     300,764,726   
  4,224,519      

AZL Small Cap Stock Index Fund

     41,695,998   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $741,801,972)

     763,493,765   
     

 

 

 

 

Unaffiliated Investment Company (0.6%):

  

  4,395,458      

Dreyfus Treasury Prime Cash Management, 0.00%(a)

     4,395,458   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $4,395,458)

     4,395,458   
     

 

 

 

 
 

Total Investment Securities
(Cost $746,197,430)(b) — 100.4%

     767,889,223   

 

Net other assets (liabilities) — (0.4)%

     (3,383,230 ) 
     

 

 

 

 

Net Assets — 100.0%

   $ 764,505,993   
     

 

 

 

 

 

Percentages indicated are based on net assets as of December 31, 2011.

 

(a) The rate represents the effective yield at December 31, 2011.

 

(b) See Federal Tax Information listed in the Notes to the Financial Statements.

 

See accompanying notes to the financial statements.

 

4


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2011

 

Assets:

  

Investments in non-affiliates, at cost

   $ 4,395,458   

Investments in affiliates, at cost

     741,801,972   
  

 

 

 

Total investment securities, at cost

   $ 746,197,430   
  

 

 

 

Investments in non-affiliates, at value

   $ 4,395,458   

Investments in affiliates, at value

     763,493,765   
  

 

 

 

Total investment securities, at value

     767,889,223   

Receivable for capital shares issued

     1,078,075   

Prepaid expenses

     10,022   
  

 

 

 

Total Assets

     768,977,320   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     4,395,458   

Payable for capital shares redeemed

     9,813   

Manager fees payable

     31,343   

Administration fees payable

     5,068   

Custodian fees payable

     231   

Administrative and compliance services fees payable

     3,757   

Trustee fees payable

     203   

Other accrued liabilities

     25,454   
  

 

 

 

Total Liabilities

     4,471,327   
  

 

 

 

Net Assets

   $ 764,505,993   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 731,106,404   

Accumulated net investment income/(loss)

     10,302,431   

Accumulated net realized gains/(losses) from investment transactions

     1,405,365   

Net unrealized appreciation/(depreciation) on investments

     21,691,793   
  

 

 

 

Net Assets

   $ 764,505,993   
  

 

 

 

Shares of beneficial interest (unlimited number of shares authorized, no par value)

     57,189,745   

Net Asset Value (offering and redemption price per share)

   $ 13.37   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2011

 

Investment Income:

  

Dividends from affiliates

   $ 7,319,798   

Dividends from non-affiliates

     5   
  

 

 

 

Total Investment Income

     7,319,803   
  

 

 

 

Expenses:

  

Manager fees

     294,841   

Administration fees

     54,960   

Custodian fees

     1,517   

Administrative and compliance services fees

     27,333   

Trustee fees

     41,502   

Professional fees

     32,098   

Shareholder reports

     22,483   

Other expenses

     11,609   
  

 

 

 

Total expenses

     486,343   
  

 

 

 

Net Investment Income/(Loss)

     6,833,460   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions from affiliates

     344,225   

Net realized gains distributions from affiliated underlying funds

     4,619,440   

Change in unrealized appreciation/depreciation on investments

     (18,870,794 ) 
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     (13,907,129 ) 
  

 

 

 

Change in Net Assets Resulting From Operations

   $ (7,073,669 ) 
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statement of Changes in Net Assets

 

     AZL Growth
Index Strategy Fund
 
     For the
Year Ended
December 31,
2011
    For the
Year Ended
December 31,
2010
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 6,833,460      $ 1,942,886   

Net realized gains/(losses) on investment transactions

     4,963,665        1,966,233   

Change in unrealized appreciation/depreciation on investments

     (18,870,794 )      31,928,442   
  

 

 

   

 

 

 

Change in net assets resulting from operations

     (7,073,669 )      35,837,561   
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (3,330,687 )      (1,392 ) 

From net realized gains on investments

     (59,378 )      —   
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (3,390,065 )      (1,392 ) 
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     407,843,806        185,225,534   

Proceeds from dividends reinvested

     3,390,065        1,392   

Value of shares redeemed

     (20,313,830 )      (8,374,419 ) 
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     390,920,041        176,852,507   
  

 

 

   

 

 

 

Change in net assets

     380,456,307        212,688,676   

Net Assets:

    

Beginning of period

     384,049,686        171,361,010   
  

 

 

   

 

 

 

End of period

   $ 764,505,993      $ 384,049,686   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 10,302,431      $ 3,330,662   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     29,913,942        14,804,769   

Dividends reinvested

     263,613        113   

Shares redeemed

     (1,554,198 )      (694,058 ) 
  

 

 

   

 

 

 

Change in shares

     28,623,357        14,110,824   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund*

Financial Highlights

(Selected data for a share of beneficial interest outstanding throughout the periods indicated)

 

     Year Ended
December 31,
2011
    Year Ended
December 31,
2010
    July 10, 2009
to
December 31,
2009(a)
 

Net Asset Value, Beginning of Period

   $ 13.44      $ 11.85      $ 10.00   
  

 

 

   

 

 

   

 

 

 

Investment Activities:

      

Net Investment Income/(Loss)

     0.07        0.07        — (b) 

Net Realized and Unrealized Gains/(Losses) on Investments

     (0.07 )      1.52        1.85   
  

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     —        1.59        1.85   
  

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

      

Net Investment Income

     (0.07 )      — (b)      — (b) 

Net Realized Gains

     — (b)      —        —   
  

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.07 )      — (b)      — (b) 
  

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 13.37      $ 13.44      $ 11.85   
  

 

 

   

 

 

   

 

 

 

Total Return(c)

     0.01 %      13.42 %      18.50 %(d) 

Ratios to Average Net Assets/ Supplemental Data:

      

Net Assets, End of Period ($000’s)

   $ 764,506      $ 384,050      $ 171,361   

Net Investment Income/(Loss)(e)

     1.16 %      0.82 %      — % 

Expenses Before Reductions(e)(f)

     0.08 %      0.08 %      0.20 % 

Expenses Net of Reductions(e)

     0.08 %      0.08 %      0.20 % 

Portfolio Turnover Rate(g)

     3 %      9 %      44 %(d) 

 

 

* The expense ratios exclude the impact of fees/expenses paid by each underlying fund.

 

(a) Period from commencement of operations.

 

(b) Represents less than $0.005.

 

(c) The returns include reinvested dividends and fund level expenses, but exclude insurance contract charges. If these charges were included, the returns would have been lower.

 

(d) Not annualized.

 

(e) Annualized for periods less than one year.

 

(f) Excludes fee reductions. If such fee reductions had not occurred, the ratios would have been as indicated.

 

(g) The portfolio turnover rate can be volatile due to the amount and timing of purchases and sales of fund shares during the period.

 

See accompanying notes to the financial statements.

 

7


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2011

 

1. Organization

The Allianz Variable Insurance Products Fund of Funds Trust (the “Trust”) was organized as a Delaware statutory trust on June 16, 2004. The Trust is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Trust consists of six separate investment portfolios, the AZL Balanced Index Strategy Fund, the AZL Fusion Balanced Fund, the AZL Fusion Conservative Fund, the AZL Fusion Growth Fund, the AZL Fusion Moderate Fund, and the AZL Growth Index Strategy Fund (individually a “Fund”, collectively, the “Funds”), each of which is a series of the Trust. These Notes to the Financial Statements are for the AZL Growth Index Strategy Fund.

The Fund is a “fund of funds,” which means that the Fund invests in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. Periodically, the Fund will adjust its asset allocation as it seeks to achieve its investment objective.

The Trust is authorized to issue an unlimited number of shares of the Fund without par value. Shares of the Fund are available through the variable annuity contracts offered through the separate accounts of participating insurance companies.

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Management has evaluated events and transactions subsequent to period end through the date the financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

Security Valuation

The Fund records its investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. The valuation techniques used to determine fair value are further described in Note 4 below.

Investment Transactions and Investment Income

Investment transactions are recorded not later than on the business day following the trade date. However, for financial reporting purposes, securities transactions are accounted for on trade date. Net realized gains and losses on investments sold are recorded on the basis of identified cost of the security lot sold with the net sales proceeds. Interest income is recorded on the accrual basis and includes, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date.

Dividends to Shareholders

Dividends to shareholders are recorded on the ex-dividend date. The Fund distributes its dividends from net investment income and net realized capital gains, if any, on an annual basis. The amount of dividends from net investment income and from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, net operating loss, and reclassification of certain distributions), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales and post October losses) do not require reclassification. Dividends to shareholders that exceed net investment income and net realized gains for tax purposes are reported as distributions of capital.

 

8


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2011

 

Expense Allocation

Expenses directly attributable to the Fund are charged directly to the Fund, while expenses attributable to more than one Fund are allocated among the respective Funds based upon relative net assets or some other reasonable method. Expenses which are attributable to more than one Trust are allocated across the Allianz Variable Insurance Products and Allianz Variable Insurance Products Fund of Funds Trusts based upon relative net assets or another reasonable basis. Allianz Investment Management LLC (the “Manager”), serves as the investment manager for the Trust and the Allianz Variable Insurance Products Trust.

 

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses paid indirectly, based on the daily net assets of the Fund, through April 30, 2013. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2011, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Expense Limit  

AZL Growth Index Strategy Fund

     0.05 %      0.20 % 

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the stated limit during the respective year. Any amounts recouped by the Manager during the period are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2011, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

In addition, the Manager may voluntarily waive or reimburse additional fees in order to maintain more competitive expense ratios. Any voluntary waivers or reimbursements are not subject to repayment in subsequent years. Information on the total amount waived/reimbursed by the Manager or repaid to the Manager by the Fund during the period can be found on the Statement of Operations. During the year ended December 31, 2011, there were no voluntary waivers.

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests. At December 31, 2011, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

Pursuant to separate agreements between the Funds and the Manager, the Manager provides a Chief Compliance Officer (“CCO”) and certain compliance oversight and regulatory filing services to the Trust. Under these agreements the Manager is entitled to an amount equal to a portion of the compensation and certain other expenses related to the individuals performing the CCO and compliance oversight services, as well as $75 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission. The fees are paid to the Manager on a quarterly basis. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administrative and compliance services fees.”

Citi Fund Services Ohio, Inc. (“Citi” or the “Administrator”), a wholly-owned subsidiary of Citigroup, Inc., with which an officer of the Trust is affiliated, serves as the Trust’s administrator, transfer agent, and fund accountant, and assists the Trust in all aspects of its administration and operation. The Administrator is entitled to a fee, accrued daily and paid monthly. In addition, the Administrator is entitled to annual account fees related to the transfer agency system, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. Fees payable to the Administrator are subject to certain reductions associated with services provided to new funds. The Administrator is also reimbursed for certain expenses incurred. The total expenses incurred by the Fund for these services are reflected on the Statement of Operations as “Administration fees.”

 

9


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2011

 

Allianz Life Financial Services, LLC (“ALFS”), an affiliate of the Manager, serves as distributor of the Fund and receives a Trust-wide annual fee of $7,500, paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund is a partner. During the year ended December 31, 2011, $10,397 was paid from the Fund relating to these fees and expenses.

Certain Officers and Trustees of the Trust are affiliated with the Manager or the Administrator. Such Officers (except for the Trust’s CCO as noted above) and Trustees receive no compensation from the Trust for serving in their respective roles. For their service to the Trust and to the Allianz Variable Insurance Products Trust, each non-interested Trustee receives a $36,000 annual Board retainer and a $8,000 meeting fee for each regular in-person Board meeting, a $4,000 meeting fee for each Committee meeting. In addition, Trustees may receive compensation for special meetings and telephonic meetings. Also, the Trustees are reimbursed for certain expenses associated with attending Board meetings. Compensation to the Trustees is allocated between the Trust and the Allianz Variable Insurance Products Trust in proportion to the assets under management of each Trust. During the year ended December 31, 2011, actual Trustee compensation was $924,000 in total for both Trusts.

 

4. Investment Valuation Summary

The valuation techniques employed by the Fund, as described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund’s investments are summarized in the three broad levels listed below:

 

  —  

Level 1 — quoted prices in active markets for identical assets

  —  

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

  —  

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (“Trustees”) as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 pm EST). The investments utilizing Level 1 valuations represent investments in open-end investment companies. The investments utilizing Level 2 valuations represent investments in funds that are only offered to Funds in the Trust and the Fund has the ability to redeem its interest at NAV daily.

For the year ended December 31, 2011, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

The following is a summary of the valuation inputs used as of December 31, 2011 in valuing the Fund’s investments based upon the three levels defined above:

 

      Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 763,493,765       $ —       $ 763,493,765   

Unaffiliated Investment Company

     4,395,458         —         4,395,458   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 767,889,223       $ —       $ 767,889,223   
  

 

 

    

 

 

    

 

 

 

The Fund recognizes significant transfers between fair value hierarchy levels at the reporting period end. There were no significant transfers between Levels 1 and 2 as of December 31, 2011.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. ASU 2011-04 includes common requirements for measurement of and

 

10


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2011

 

disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements has not been determined.

 

5. Security Purchases and Sales

For the year ended December 31, 2011, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL Growth Index Strategy Fund

   $ 414,718,114       $ 15,919,255   

 

6. Federal Income Tax Information

It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code under Subchapter M, applicable to regulated investment companies, and to distribute all of its taxable income, including any net realized gains on investments, to its shareholders. Therefore, no provision is made for federal income taxes.

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Cost for federal income tax purposes at December 31, 2011 is $746,355,098. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

   $ 34,542,462   

Unrealized depreciation

     (13,008,337 ) 
  

 

 

 

Net unrealized appreciation

   $ 21,534,125   
  

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2011 were as follows:

 

     Ordinary
Income
     Net
Long-Term
Capital Gains
     Total
Distributions(a)
 

AZL Growth Index Strategy Fund

   $ 3,330,687       $ 59,378       $ 3,390,065   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

The tax character of dividends paid to shareholders during the year ended December 31, 2010 were as follows:

 

     Ordinary
Income
     Total
Distributions(a)
 

AZL Growth Index Strategy Fund

   $ 1,392       $ 1,392   

 

  (a) Total distributions paid may differ from the Statements of Changes in Net Assets because dividends are recognized when actually paid for tax purposes.

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

 

     Undistributed
Ordinary
Income
     Undistributed
Long-Term
Capital Gains
     Unrealized
Appreciation(a)
     Total
Accumulated
Earnings/
(Deficit)
 

AZL Growth Index Strategy Fund

   $ 10,302,430       $ 1,563,034       $ 21,534,125       $ 33,399,589   

 

  (a) The differences between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.

 

11


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Growth Index Strategy Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the periods in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the periods in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Columbus, Ohio

February 24, 2012

 

12


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2011, 56.03% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

During the year ended December 31, 2011, the Fund declared net long-term capital gain distributions of $59,378.

 

13


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Information (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request, by visiting the Securities and Exchange Commission’s (“Commission”) website at www.sec.gov, or by calling 800-624-0197.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available (i) without charge, upon request, by calling 800-624-0197; (ii) on the Allianz Variable Insurance Products Fund of Funds Trust’s website at https://www.allianzlife.com; and (iii) on the Commission’s website at http://www.sec.gov.

The Fund files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. Schedules of Portfolio Holdings for the Fund in this report are available without charge on the Commission’s website at http://www.sec.gov, or may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

 

14


ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Approval of Investment Advisory Agreement (Unaudited)

Subject to the general supervision of the Board of Trustees and in accordance with each Fund’s investment objectives and restrictions, investment advisory services are provided to the Funds by Allianz Investment Management LLC (the “Manager”). The Manager manages each Fund pursuant to an investment management agreement (the “Management Agreement”) with the Trust in respect of each such Fund. The Management Agreement provides that the Manager, subject to the supervision and approval of the Board of Trustees, is responsible for the management of each Fund. This management includes making asset allocation decisions and investment decisions pursuant to which the four Fusion Funds will invest in shares of Permitted Underlying Funds and in other Permitted Underlying Investments. The Manager also makes investment decisions for the AZL Balanced Index Strategy and the AZL Growth Index Strategy Funds. For management services, each Fund pays the Manager an investment advisory fee based upon each Fund’s average daily net assets. The Manager has contractually agreed to limit the expenses of each Fund by reimbursing each Fund if and when total Fund operating expenses exceed certain amounts until at least May 1, 2013.

Wilshire Funds Management (“Wilshire”) serves as a consultant to the Manager in preparing statistical and other factual information for use in the creation and maintenance of the asset allocation models for the Fusion Funds (the AZL Fusion Conservative, Balanced, Moderate and Growth Funds) pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

In reviewing the services provided by the Manager and the terms of the Management Agreement, the Board receives and reviews information related to the Manager’s experience and expertise in the variable insurance marketplace. Currently, the Funds are offered only through variable annuities and variable life insurance policies, and not in the retail fund market. In addition, the Board receives information regarding the Manager’s expertise with regard to portfolio diversification and asset allocation requirements within variable insurance products issued by Allianz Life Insurance Company of North America and its subsidiary, Allianz Life Insurance Company of New York. Currently, the Funds are offered only through Allianz Life and Allianz of New York variable products.

As required by the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board has reviewed and approved the Management Agreement with the Manager. The Board’s decision to approve this contract reflects the exercise of its business judgment on whether to approve new arrangements and continue the existing arrangements. During its review of the contract, the Board considered many factors, among the most material of which are: the Funds’ investment objectives, the Manager’s management philosophy, personnel, processes and investment performance, including its compliance history and the adequacy of its compliance processes; the preferences and expectations of Fund shareholders (and underlying contract owners) and their relative sophistication; the continuing state of competition in the mutual fund industry; and comparable fees in the mutual fund industry.

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement, Compliance Services Agreement and Chief Compliance Officer Agreement, under which the Manager is compensated by the Trust for performing certain administrative and compliance services including providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer; and (2) Allianz Life Financial Services LLC, an affiliated person of the Manager, is a registered securities broker-dealer and receives (along with its affiliated persons) payments made by the Underlying Funds pursuant to Rule 12b-1.

The Board is aware that various courts have interpreted provisions of the 1940 Act and have indicated in their decisions that the following factors may be relevant to the Manager’s compensation: the nature and quality of the services provided by the Manager, including the performance of the funds; the Manager’s cost of providing the services; the extent to which the Manager may realize “economies of scale” as the funds grow larger; any indirect benefits that may accrue to the Manager and its affiliates as a result of the Manager’s relationship with the funds; performance and expenses of comparable funds; the profitability to the Manager from acting as adviser to the funds; and the extent which the independent Board members are fully informed about all facts bearing on the Manager’s services and fees. The Trust’s Board is aware of these factors and took them into account in its review of the Management Agreement for the funds.

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the

 

15


Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive information on particular matters as the need arises. Thus, the Board’s evaluation of the Management Agreement is informed by reports covering such matters as: the Manager’s investment philosophy, personnel and processes, and the Fund’s investment performance (in absolute terms as well as in relationship to its benchmark). In connection with comparing the performance of each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the performance of the Underlying Funds, rebalancing decisions, and the impact of cash positions and Fund fees and expenses. The Board also receives reports on the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the nature and extent of the advisory and other services provided to the Fund by the Manager and its affiliates; compliance and audit reports concerning the Funds and the companies that service them; and relevant developments in the mutual fund industry and how the Funds and/or the Manager are responding to them.

The Board also receives financial information about the Manager, including reports on the compensation and benefits the Manager derives from its relationships with the Funds. These reports cover not only the fees under the Management Agreement, but also fees, if any, received for providing other services to the Funds. The reports also discuss any indirect or “fall out” benefits the Manager or its affiliates may derive from its relationship with the Funds.

The Management Agreement was most recently considered at Board of Trustees meetings held in the fall of 2011. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2011, and at an “in person” Board of Trustees meeting held October 26, 2011. The Agreement was approved at the Board meeting of October 26, 2011. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2013. In connection with such meetings, the Trustees requested and evaluated extensive materials from the Manager, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by an independent third party provider and other sources believed to be reliable by the Manager. Prior to voting, the Trustees reviewed the proposed approval/continuance of the Agreement with management and with experienced counsel who are independent of the Manager and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed approvals/ continuances. The independent (“disinterested”) Trustees also discussed the proposed approvals/continuances in a private session with such counsel at which no representatives of the Manager were present. In reaching their determinations relating to the approval and/or continuance of the Agreement, in respect of each Fund, the Trustees considered all factors they believed relevant. The Board based its decision to approve the Management Agreement on the totality of the circumstances and relevant factors, and with a view to past and future long-term considerations. Not all of the factors and considerations discussed above and below are necessarily relevant to each Fund, and the Board did not assign relative weights to factors discussed herein or deem any one or group of them to be controlling in and of themselves.

An SEC rule requires that shareholder reports include a discussion of certain factors relating to the selection of the investment adviser and the approval of the advisory fee. The “factors” enumerated by the SEC are set forth below in italics, as well as the Board’s conclusions regarding such factors:

(1)  The nature, extent and quality of services provided by the Manager.  The Trustees noted that the Manager, subject to the control of the Board of Trustees, administers each Fund’s business and other affairs. The Trustees noted that the Manager also provides the Trust and each Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Trust on behalf of the Funds) and executive and other personnel as are necessary for the operation of the Trust and the Funds. Except for the Trust’s Chief Compliance Officer, the Manager pays all of the compensation of Trustees and officers of the Trust who are employees of the Manager or its affiliates.

The Trustees considered the scope and quality of services provided by the Manager and noted that the scope of such services provided had expanded as a result of recent regulatory and other developments. The Trustees noted that, for example, the Manager is responsible for maintaining and monitoring its own compliance program, and this compliance program has recently been refined and enhanced in light of new regulatory requirements. The Trustees considered the capabilities and resources which the Manager has dedicated to performing services on behalf of the Trust and its Funds. The quality of administrative and other services, including the Manager’s role in coordinating the activities of the Trust’s other service providers, also were considered. The Trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Trust and to each of the Funds under the Management Agreement.

(2)  The investment performance of the Fund and the Manager.  In connection with the fall 2011 contract review process, Trustees received extensive information on the performance results of the Funds. Performance information includes information on absolute total return, performance versus the appropriate benchmark(s), the contribution to performance of the Manager’s asset class allocation decisions, overlay or global tactical asset allocation and volatility reduction strategies, the performance of the Underlying Funds, and the impact on performance of rebalancing decisions, cash and Fund fees. For

 

16


example, in connection with the Board of Trustees meeting held September 14, 2011, the Manager reported that for the three year period ended June 30, 2011, the AZL Fusion Balanced Fund ranked in the 69th percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 76th and 88th percentile of the “mixed-asset target allocation growth” peer group, and for the year ended June 30, 2011 the Conservative, Balanced, Moderate and Growth Funds ranked in the 36th, 90th, 94th and 64th percentiles, respectively. For the year to date through June 30, 2011, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 76th and 38th percentiles of their peer groups.

At the Board of Trustees meeting held October 26, 2011, the Trustees determined that the investment performance of all of the Funds was acceptable.

(3)  The costs of services to be provided and profits to be realized by the Manager and its affiliates from the relationship with the Funds.  The Board considered that the Manager receives an advisory fee from each of the Funds. The Manager reported that for the Fusion Funds the advisory fee paid put these Funds in the 60th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid by these Funds put them in the 16th percentile of the customized peer group. Trustees were provided with information that the operating expenses for the Fusion Balanced, Moderate and Growth Funds put them at the 58th percentile, the Conservative Fund at the 83rd percentile (as operating expenses remained elevated as the Fund was recouping fee waivers) and the Index Strategy Funds in the 43rd percentile of the customized peer group.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2009 through June 30, 2011. The Trustees recognized that it is difficult to make comparisons of profitability from investment company advisory agreements because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocation of expenses and the adviser’s capital structure and cost of capital. In considering profitability information, the Trustees considered the possible effect of certain fall-out benefits to the Manager and its affiliates. The Trustees focused on profitability of the Manager’s relationships with the Funds before taxes and distribution expenses. The Trustees recognized that the Manager should, in the abstract, be entitled to earn a reasonable level of profits for the services it provides to each Fund.

Based upon the information provided, the Board concluded that the Funds’ advisory fees and expense ratios are not unreasonable, and determined that there was no evidence that the Manager’s level of profitability from its relationship with the Funds was excessive.

(4) and (5)  The extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale.  The Trustees noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Trustees recognized that breakpoints may be an appropriate way for the Manager to share its economies of scale, if any, with Funds that have substantial assets. However, they also recognized that there may not be a direct relationship between any economies of scale realized by Funds and those realized by the Manager as assets increase. The Trustees do not believe there is a uniform methodology for establishing breakpoints that give effect to Fund-specific service provided by the Manager. The Trustees noted that in the fund industry as a whole, as well as among funds similar to the Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age, size, and other characteristics of a particular fund and its manager’s cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different managers have different cost structures and service models, it is difficult to draw meaningful conclusions from the breakpoints that may have been adopted by other funds. The Trustees also noted that the advisory agreements for many funds do not have breakpoints at all, or if breakpoints exist, they may be at asset levels significantly greater than those of the individual Funds. The Trustees also noted that the total assets in all of the Funds as of June 30, 2011 were approximately $4.6 billion and that the largest Fund had assets of approximately $1.8 billion.

Having taken these factors into account, the Trustees concluded that the absence of breakpoints in the Funds’ advisory fee rate schedules was acceptable under each Fund’s circumstances.

The Trustees noted that the Manager has agreed to temporarily “cap” Fund expenses at certain levels, which has the effect of reducing expenses as would the implementation of advisory fee breakpoints. The Manager has committed to continue to consider the continuation of fee “caps” and/or advisory fee breakpoints as the Funds grow larger. The Board receives quarterly reports on the level of Fund assets. It expects to consider whether or not to approve the Management Agreement at a meeting to be held prior to December 31, 2012, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently nine Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

AZL Fund Complex
During Past 5 Years

Peter R. Burnim, Age 64

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director iQ Venture Partners, Inc., 2005 to present; EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years.   42   Argus Group Holdings; Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 54

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/07   Managing Director, Red Canoe Management Consulting LLC, 2008 to present; Senior Managing Director, Residential Capital LLC, 2003 to 2008; Chief Operations Officer, Transamerica Reinsurance 2002 to 2003.   42   Luther College

Roger Gelfenbien, Age 68

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999.   42   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 56

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04  

Chief Executive Officer, Connecticut Innovations, 2012 to present; General Partner of Fairview Capital, L.P., 1994 to present.

  42   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 63

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to present; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002; Consultant to Hartford Insurance Co., 2001.   42   None

Peter W. McClean, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; President and CEO of Measurisk, LLC, 2001 to 2003; Chief Risk Management Officer at Bank Of Bermuda Ltd., 1996 to 2001.   42   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 67

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Senior Investment Officer, Hartford Foundation for Public Giving, 2000 to 2003; Chairman, Chief Executive and President of Conning Corp., 1999 to 2000; Investment Consultant 1997 to 1999.   42   Connecticut Water Service, Inc.

 

18


Interested Trustees(3)

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office**/ Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other
Directorships
Held Outside the

Fund Complex
During Past 5 Years

Robert DeChellis, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present; Senior Vice President of Marketing and Product Innovation, 2006 to 2007; Executive Vice President, Travelers Life 2004 to 2005; Executive Vice President, Jackson National Life Distributors, Inc. 2002 to 2004.   42   None

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.   42   None

Officers

Name, Address, and Age

  Positions
Held with
Allianz
VIP and VIP
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s) During Past 5 Years

Brian Muench, Age 41

5701 Golden Hills Drive Minneapolis, MN 55416

  President   Since 11/10   President, Allianz Investment Management LLC from November 2010 to present; Vice President, Allianz Life from April 2011, to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010; Assistant Vice President, Investments, Allianz Life from February 2002 to November 2005.

Michael Radmer, Age 66

Dorsey & Whitney LLP,

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402-1498

  Secretary   Since 2/04   Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 45

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, OH 43219

  Treasurer, Principal Accounting
Officer and Principal Financial
Officer
  Since 4/10   Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc., December 2009 to present; Director, Product Management, Columbia Management, April 2007 to April 2009; Deputy Treasurer, Columbia Funds and Director, Fund Administration, Columbia Management, January 2006 to April 2007; Vice President, Fund Administration, Columbia Management, July 2002 to December 2005.

Stephen G. Simon, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Chief Compliance Officer(4)
and Anti Money Laundering
Compliance Officer
  Since 11/06   Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present; President, Simon Compliance Consulting Ltd, May 2004 to July 2004; Compliance Counsel, Advantus Capital Management, Inc., January 2002 to May 2004.

 

  (1) Member of the Audit Committee.

 

  (2) Indefinite.

 

  (3) Is an “interested person”, as defined by the 1940 Act, due to employment by Allianz.

 

  (4) The Manager and the Trust are parties to a Chief Compliance Officer Agreement under which the Manager is compensated by the Trust for providing an employee of the Manager or one of its affiliates to act as the Trust’s Chief Compliance Officer. The Chief Compliance Officer and Anti Money Laundering Compliance Officer is not considered a corporate officer or executive employee of the Trust.

 

19


 

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1211 2/12

 


Item 2. Code of Ethics.

(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as an Exhibit.

(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

Item 3. Audit Committee Financial Expert.

3(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

3(a)(2) The audit committee financial expert is Arthur C. Reeds III, who is “independent” for purposes of this Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

 

     2011      2010  

(a) Audit Fees

   $ 56,400       $ 64,960   
     2011      2010  

(b) Audit-Related Fees

   $ 4,750       $ 8,250   
     2011      2010  

(c) Tax Fees

   $ 16,155       $ 17,480   

Tax fees for both years related to the preparation of the Funds’ federal and state income tax returns, federal excise tax return review and review of capital gain and income distribution calculations.

 

     2011      2010  

All Other Fees

   $          0       $          0   

4(e)(1)

The Audit Committee (“Committee”) of the Registrant 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 the Registrant engages the independent auditor to render a service, the engagement must be either specifically approved by the Committee or entered into pursuant to the pre-approval policy. The Committee may delegate preapproval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Committee at its next scheduled meeting. The Committee may not delegate to management the Committee’s responsibilities to pre-approve services performed by the independent auditor. The Committee has delegated pre-approval authority to its Chairman for any services not exceeding $10,000.

4(e)(2)

During the previous two fiscal years, the Registrant did not receive any non-audit 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.

4(f)

Not applicable

4(g)

 

     2011      2010  
   $ 20,905       $ 25,730   

4(h)

Not applicable


Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) The Schedule of Investments as of the close of the reporting period are included as part of the report to shareholders filed under Item 1 of the Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Allianz Variable Insurance Products Fund of Funds Trust

 

By (Signature and Title)   /s/    BRIAN MUENCH        
  Brian Muench, President

Date February 21, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)   /s/    BRIAN MUENCH        
  Brian Muench, President

Date February 21, 2012

 

By (Signature and Title)   /s/    TY EDWARDS        
  Ty Edwards, Treasurer

Date February 21, 2012

.