N-CSR 1 d472135dncsr.htm ALLIANZ VIP FUND OF FUNDS TRUST ANNUAL REPORT Allianz VIP Fund of Funds Trust Annual Report
Table of Contents

 

 

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, 2012

 

 

 


Table of Contents

Item 1. Reports to Stockholders.


Table of Contents

AZL® Balanced Index Strategy Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

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 and Subadvisory Agreements

Page 16

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

AZL® Balanced Index Strategy Fund Review (unaudited)

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

What factors affected the Fund’s performance during the year ended December 31, 2012?

For the year ended December 31, 2012, the AZL® Balanced Index Strategy Fund had a total return of 10.29%. That compared to a 10.20% total return for its benchmark, the Balanced Composite Index, which is comprised of an equal weighting in the S&P 500 Index1 and the Barclays U.S. Aggregate Bond Index2.

The AZL® Balanced 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 aim 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 U.S. Aggregate Bond Index. Generally, the Fund allocates 40% to 60% of its assets to the underlying equity index funds and between 40% and 60% of its assets to the underlying bond index fund.

Stocks performed relative well during the 12-month period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. However, global risks remained in the backdrop throughout the year as uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery created concerns about global economic growth. This put a damper on equity markets during the middle of the period. Domestic equity markets were more muted in the later part of the period as the focus turned to the U.S. elections and the “fiscal cliff” negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks. Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%.

The Fund’s allocations to international and mid-cap stocks were the primary reasons for the Fund’s slight outperformance relative to its benchmark. International stocks, as represented by the MSCI EAFE Index, outperformed domestic stocks, returning 17.32%. The S&P 500, which represents large-cap stocks, returned 16.00%. Small- and mid-cap stocks, as measured by the S&P 600 and the S&P 400, returned 16.33% and 17.88%, respectively.* The Fund’s fixed income allocation performed relatively in line with the Barclays U.S. Aggregate Bond Index, which returned 4.22%.*

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, 2012.
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 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


Table of Contents

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. 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.

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, 2012

 

                 Since  
     1     3     Inception  
     Year     Year     (7/10/09)  

AZL® Balanced Index Strategy Fund

     10.29     7.67     10.75

S&P 500 Index

     16.00     10.87     17.40

Barclays U.S. Aggregate Bond Index

     4.22     6.19     6.15

Balanced Composite Index

     10.20     9.01     12.18

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

     0.73

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.09%.

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 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 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


Table of Contents

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

AZL Balanced Index Strategy Fund

   $ 1,000.00       $ 1,051.30       $ 0.46         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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL Balanced Index Strategy Fund

   $ 1,000.00       $ 1,024.68       $ 0.46         0.09

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

Domestic Equities

     37.9

International Equities

     12.9

Fixed Income

     49.3
  

 

 

 

Total Investment Securities

     100.1

Net other assets (liabilities)

     (0.1 )% 
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (100.1%):

  

  15,618,816      

AZL Enhanced Bond Index Fund

   $ 174,462,175   
  3,278,739      

AZL International Index Fund

     45,672,834   
  1,581,368      

AZL Mid Cap Index Fund

     27,310,233   
  9,324,606      

AZL S&P 500 Index Fund,
Class 2

     92,313,602   
  1,282,927      

AZL Small Cap Stock Index Fund

     14,612,536   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $308,919,478)

     354,371,380   
     

 

 

 

 
 

Total Investment Securities
(Cost $308,919,478)(a) — 100.1%

     354,371,380   

 

Net other assets (liabilities) — (0.1)%

     (259,937
     

 

 

 

 

Net Assets — 100.0%

   $  354,111,443   
     

 

 

 

    

 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

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

 

See accompanying notes to the financial statements.

 

4


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in affiliates, at cost

   $ 308,919,478   
  

 

 

 

Investments in affiliates, at value

   $ 354,371,380   

Receivable for affiliated investments sold

     706   
  

 

 

 

Total Assets

     354,372,086   
  

 

 

 

Liabilities:

  

Cash overdraft

     706   

Payable for capital shares redeemed

     221,454   

Manager fees payable

     14,948   

Administration fees payable

     7,597   

Custodian fees payable

     339   

Administrative and compliance services fees payable

     1,616   

Other accrued liabilities

     13,983   
  

 

 

 

Total Liabilities

     260,643   
  

 

 

 

Net Assets

   $ 354,111,443   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 301,547,810   

Accumulated net investment income/(loss)

     6,512,390   

Accumulated net realized gains/(losses) from investment transactions

     599,341   

Net unrealized appreciation/(depreciation) on investments

     45,451,902   
  

 

 

 

Net Assets

   $ 354,111,443   
  

 

 

 

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

     25,466,192   

Net Asset Value (offering and redemption price per share)

   $ 13.91   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2012

 

Investment Income:

  

Dividends from affiliates

   $ 3,933,758   
  

 

 

 

Total Investment Income

     3,933,758   
  

 

 

 

Expenses:

  

Manager fees

     168,701   

Administration fees

     56,838   

Custodian fees

     1,431   

Administrative and compliance services fees

     9,493   

Trustee fees

     21,002   

Professional fees

     19,772   

Shareholder reports

     12,460   

Other expenses

     8,793   
  

 

 

 

Total expenses

     298,490   
  

 

 

 

Net Investment Income/(Loss)

     3,635,268   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

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

     167,882   

Net realized gains distributions from affiliated underlying funds

     3,328,768   

Change in unrealized appreciation/depreciation on investments

     25,018,468   
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     28,515,118   
  

 

 

 

Change in Net Assets Resulting From Operations

   $ 32,150,386   
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


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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,
2012
    For the
Year Ended
December 31,
2011
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 3,635,268      $ 2,790,841   

Net realized gains/(losses) on investment transactions

     3,496,650        3,503,866   

Change in unrealized appreciation/depreciation on investments

     25,018,468        (895,558
  

 

 

   

 

 

 

Change in net assets resulting from operations

     32,150,386        5,399,149   
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (4,752,732     (1,928,123

From net realized gains on investments

     (1,468,688       
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (6,221,420     (1,928,123
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     49,471,625        92,317,289   

Proceeds from dividends reinvested

     6,221,420        1,928,123   

Value of shares redeemed

     (25,684,783     (18,933,793
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     30,008,262        75,311,619   
  

 

 

   

 

 

 

Change in net assets

     55,937,228        78,782,645   

Net Assets:

    

Beginning of period

     298,174,215        219,391,570   
  

 

 

   

 

 

 

End of period

   $ 354,111,443      $ 298,174,215   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 6,512,390      $ 4,752,716   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     3,682,924        7,181,805   

Dividends reinvested

     453,456        154,869   

Shares redeemed

     (1,893,607     (1,483,791
  

 

 

   

 

 

 

Change in shares

     2,242,773        5,852,883   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


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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,     July 10, 2009
to

December 31,
2009 (a)
 
     2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 12.84      $ 12.63      $ 11.43      $ 10.00   
  

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

     0.13        0.10        0.06        (b) 

Net Realized and Unrealized Gains/(Losses) on Investments

     1.19        0.20        1.14        1.43   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     1.32        0.30        1.20        1.43   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

     (0.19     (0.09              

Net Realized Gains

     (0.06                     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.25     (0.09              
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 13.91      $ 12.84      $ 12.63      $ 11.43   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(c)

     10.29     2.41     10.50     14.30 %(d) 

Ratios to Average Net Assets/ Supplemental Data:

        

Net Assets, End of Period ($000’s)

   $ 354,111      $ 298,174      $ 219,392      $ 137,067   

Net Investment Income/(Loss)(e)

     1.08     1.10     0.58     (0.03 )% 

Expenses Before Reductions(e) (f)

     0.09     0.09     0.10     0.20

Expenses Net of Reductions(e)

     0.09     0.09     0.10     0.20

Portfolio Turnover Rate(g)

     7     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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Balanced Index Strategy Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual
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 lesser of the stated limit at the time of the waiver or the current stated limit. 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, 2012, 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, 2012, 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, 2012, 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.”

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.”

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, 2012, $5,066 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, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

For the year ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

     Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 354,371,380       $       $ 354,371,380   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 354,371,380       $       $ 354,371,380   
  

 

 

    

 

 

    

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

5. Security Purchases and Sales

For the year ended December 31, 2012, 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

   $ 54,363,782       $ 24,116,896   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $309,407,559. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 44,963,821   

Unrealized depreciation

      
 

 

 

 

Net unrealized appreciation

  $ 44,963,821   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL Balanced Index Strategy Fund

   $ 4,752,732       $ 1,468,688       $ 6,221,420   

 

  (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, 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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Balanced Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

As of December 31, 2012, 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

   $ 6,512,391       $ 1,087,421       $ 44,963,821       $ 52,563,633   

 

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

 

8. Subsequent Events

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.

 

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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, 2012, 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 four-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, 2012, by correspondence with the transfer agents of the underlying funds. 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, 2012, 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 four-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 22.29% 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, 2012, the Fund declared net long-term capital gain distributions of $1,468,688.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share     Foreign Tax Expense Per Share  
$ 0.06      $ 0.00   

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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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 applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy Funds.

 

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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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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

 

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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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

20


Table of Contents

Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

21


Table of Contents

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL FusionSM Balanced Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

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 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory and Subadvisory Agreements

Page 17

Information about the Board of Trustees and Officers

Page 21

 

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.


Table of Contents

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, 2012?

For the year ended December 31, 2012, the AZL FusionSM Balanced Fund returned 11.39%. That compared to a 10.20% total return for its benchmark, the Balanced Composite Index, which is comprised of equal weightings in the S&P 500 Index1 and the Barclays U.S. Aggregate Bond Index2.

The AZL FusionSM Balanced Fund is a fund of fund that generates broad diversification by investing in 30 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.*

Stocks performed well for the 12-month period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. However, global risks remained in the backdrop throughout the year as uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery created concerns about global economic growth. This put a damper on equity markets during the middle of the year. Domestic equity markets were more muted in the later part of the year as the focus turned to the U.S. elections and the “fiscal cliff” budget negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks. As a result, the S&P 500 gained 16.00% for the year, while international equities rallied 17.32%, as measured by the MSCI EAFE Index3. In this environment, the Fund’s equity exposure boosted its absolute performance.*

Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%. The Barclays U.S. Aggregate Bond Index gained 4.22% during the year. Despite unresolved questions surrounding the U.S. economic recovery and ongoing strains in the eurozone, high-yield bonds outperformed in 2012, returning 15.81% as measured by the Barclays U.S. Corporate High-Yield Bond Index4. Treasury inflation-protected securities (TIPS) gained 6.98%, as measured by the Barclays U.S. Treasury Inflation Protected Securities Index5.

A select number of underlying funds that lagged their stated benchmarks, most notably in small- and mid-cap holdings hurt the Fund’s relative performance. The Fund had a small allocation to derivatives as part of a strategy to reduce potential volatility. While this strategy performed as expected, it dragged slightly on relative performance given the general rising market environment during the period. The Fund also experienced underperformance within key large-cap value holdings.*

The Fund outperformed its composite benchmark for the year due both to its diversified asset allocation approach and outperformance from several of its underlying holdings. Positive performance from the Fund’s allocation to high-yield bonds and TIPS securities along with international equities, emerging market equities, and global real estate proved beneficial to the Fund’s relative performance. Additionally, outperformance from key underlying funds relative to their individual stated benchmarks was a positive contributor to the Fund’s relative performance.*

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, 2012.

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 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 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 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


Table of Contents

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.

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. Investments in the Fund are subject to the risks related to direct investment in real estate, such as real estate risk, regulatory risks, concentration risk, and diversification risk. By itself the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investments.

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, 2012

 

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

AZL FusionSM Balanced Fund

     11.39     7.03     2.42     4.66

S&P 500 Index

     16.00     10.87     1.66     4.96

Barclays U.S. Aggregate Bond Index

     4.22     6.19     5.95     5.55

Balanced Composite Index

     10.20     9.01     4.47     5.73

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

     1.09

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to voluntarily decrease the management fee to 0.17% on all assets through April 30, 2013. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.28%.

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 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 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


Table of Contents

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

AZL Fusion Balanced Fund

   $ 1,000.00       $ 1,057.80       $ 0.93         0.18

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

AZL Fusion Balanced Fund

   $ 1,000.00       $ 1,024.23       $ 0.92         0.18

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

International Equities

     15.2

Domestic Equities

     34.5

Fixed Income

     49.4
  

 

 

 

Total Investment Securities

     99.1

Net other assets (liabilities)

     0.9
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 

 

Affiliated Investment Companies (99.1%):

  

  813,274      

AZL Allianz AGIC Opportunity Fund

   $ 10,035,797   
  1,772,122      

AZL BlackRock Capital Appreciation Fund

     25,323,618   
  1,161,773      

AZL Columbia Mid Cap Value Fund

     10,270,077   
  981,557      

AZL Columbia Small Cap Value Fund

     10,816,756   
  1,380,347      

AZL Dreyfus Research Growth Fund

     15,031,978   
  556,242      

AZL Federated Clover Small Value Fund

     10,090,223   
  1,841,362      

AZL Gateway Fund

     19,941,953   
  2,284,833      

AZL International Index Fund

     31,827,717   
  2,157,542      

AZL Invesco Growth and Income Fund

     25,264,815   
  1,983,019      

AZL Invesco International Equity Fund

     31,470,511   
  2,679,147      

AZL JPMorgan International Opportunities Fund

     42,464,478   
  3,786,667      

AZL JPMorgan U.S. Equity Fund

     40,593,075   
  1,243,674      

AZL MFS Investors Trust Fund

     20,259,452   
  3,426,103      

AZL MFS Value Fund

     30,766,409   
  594,362      

AZL Mid Cap Index Fund

     10,264,640   
  1,616,152      

AZL Morgan Stanley Global Real Estate Fund

     16,145,357   
  740,075      

AZL Morgan Stanley Mid Cap Growth Fund

     10,161,227   
  1,822,363      

AZL NFJ International Value Fund

     21,394,539   
Shares           Fair

Value
 

 

Affiliated Investment Companies, continued

  

  1,337,334      

AZL Oppenheimer Discovery Fund

   $ 14,630,433   
  9,950,139      

AZL Pyramis Core Bond Fund

     100,098,403   
  2,396,048      

AZL Russell 1000 Growth Index Fund

     30,262,082   
  4,328,942      

AZL Russell 1000 Value Index Fund

     51,254,668   
  1,351,806      

AZL Schroder Emerging Markets Equity Fund, Class 2

     10,854,999   
  1,454,131      

NFJ Dividend Value Portfolio

     14,948,467   
  3,000,509      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     30,755,218   
  3,859,766      

PIMCO PVIT High Yield Portfolio

     31,109,712   
  4,694,529      

PIMCO PVIT Low Duration Portfolio

     50,607,026   
  3,540,542      

PIMCO PVIT Real Return Portfolio

     50,452,724   
  17,391,857      

PIMCO PVIT Total Return Portfolio

     200,875,943   
  3,880,600      

PIMCO PVIT Unconstrained Bond Portfolio

     40,591,076   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $890,486,296)

     1,008,563,373   
     

 

 

 

 
 

Total Investment Securities
(Cost $890,486,296)(a) — 99.1%

     1,008,563,373   

 

Net other assets (liabilities) — 0.9%

     9,330,045   
     

 

 

 

 

Net Assets — 100.0%

   $ 1,017,893,418   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

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

Futures Contracts

Cash of $9,870,280 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
    Notional
Value
    Unrealized
Appreciation/
(Depreciation)
 

S&P 500 Index E-Mini March Futures

     Short         3/15/13         (587   $ (41,679,935   $ 148,234   
            

 

 

 

Total

             $ 148,234   
            

 

 

 

 

See accompanying notes to the financial statements.

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

 

Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in affiliates, at cost

   $ 890,486,296   
  

 

 

 

Investments in affiliates, at value

   $ 1,008,563,373   

Segregated cash for collateral

     9,870,280   

Receivable for capital shares issued

     1,015   

Receivable for affiliated investments sold

     394,360   

Receivable for variation margin on futures contracts

     26,257   
  

 

 

 

Total Assets

     1,018,855,285   
  

 

 

 

Liabilities:

  

Cash overdraft

     394,360   

Payable for capital shares redeemed

     374,615   

Payable for variation margin on futures contracts

     5,017   

Manager fees payable

     129,117   

Administration fees payable

     8,485   

Custodian fees payable

     519   

Administrative and compliance services fees payable

     5,303   

Other accrued liabilities

     44,451   
  

 

 

 

Total Liabilities

     961,867   
  

 

 

 

Net Assets

   $ 1,017,893,418   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 914,421,041   

Accumulated net investment income/(loss)

     20,989,649   

Accumulated net realized gains/(losses) from investment transactions

     (35,742,583

Net unrealized appreciation/(depreciation) on investments

     118,225,311   
  

 

 

 

Net Assets

   $ 1,017,893,418   
  

 

 

 

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

     88,332,205   

Net Asset Value (offering and redemption price per share)

   $ 11.52   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2012

 

Investment Income:

  

Dividends from affiliates

   $ 16,422,876   
  

 

 

 

Total Investment Income

     16,422,876   
  

 

 

 

Expenses:

  

Manager fees

     1,976,374   

Administration fees

     64,184   

Custodian fees

     2,034   

Administrative and compliance services fees

     28,254   

Trustee fees

     62,750   

Professional fees

     59,221   

Shareholder reports

     31,531   

Other expenses

     28,033   
  

 

 

 

Total expenses before reductions

     2,252,381   

Less expenses voluntarily waived/reimbursed by the Manager

     (494,084
  

 

 

 

Net expenses

     1,758,297   
  

 

 

 

Net Investment Income/(Loss)

     14,664,579   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

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

     4,326,942   

Net realized gains distributions from affiliated underlying funds

     11,782,597   

Net realized gains/(losses) on futures contracts

     (307,853

Change in unrealized appreciation/depreciation on investments

     75,139,963   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on
Investments

     90,941,649   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 105,606,228   
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statements of Changes in Net Assets

 

     AZL
Fusion Balanced Fund
 
     For the
Year Ended
December 31,

2012
    For the
Year Ended
December 31,

2011
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 14,664,579      $ 16,234,734   

Net realized gains/(losses) on investment transactions

     15,801,686        17,698,948   

Change in unrealized appreciation/depreciation on investments

     75,139,963        (43,014,603
  

 

 

   

 

 

 

Change in net assets resulting from operations

     105,606,228        (9,080,921
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (19,925,023     (21,713,322
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (19,925,023     (21,713,322
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     63,708,943        155,707,296   

Proceeds from dividends reinvested

     19,925,023        21,713,322   

Value of shares redeemed

     (61,091,172     (55,149,589
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     22,542,794        122,271,029   
  

 

 

   

 

 

 

Change in net assets

     108,223,999        91,476,786   

Net Assets:

    

Beginning of period

     909,669,419        818,192,633   
  

 

 

   

 

 

 

End of period

   $ 1,017,893,418      $ 909,669,419   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 20,989,649      $ 19,924,956   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     5,766,174        14,312,890   

Dividends reinvested

     1,763,276        2,081,814   

Shares redeemed

     (5,449,277     (5,100,267
  

 

 

   

 

 

 

Change in shares

     2,080,173        11,294,437   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

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Table of Contents

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,  
     2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Period

   $ 10.55      $ 10.92      $ 10.10      $ 8.35      $ 12.16   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

          

Net Investment Income/(Loss)

     0.17        0.17        0.10        0.12        0.20   

Net Realized and Unrealized Gains/(Losses) on Investments

     1.03        (0.27     1.00        2.09        (3.43
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     1.20        (0.10     1.10        2.21        (3.23
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

          

Net Investment Income

     (0.23     (0.27     (0.28     (0.18     (0.25

Net Realized Gains

                          (0.28     (0.33
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.23     (0.27     (0.28     (0.46     (0.58
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 11.52      $ 10.55      $ 10.92      $ 10.10      $ 8.35   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(a)

     11.39     (0.90 )%      11.07     26.71     (27.44 )% 

Ratios to Average Net Assets/ Supplemental Data:

          

Net Assets, End of Period ($000’s)

   $ 1,017,893      $ 909,669      $ 818,193      $ 583,489      $ 299,155   

Net Investment Income/(Loss)

     1.48     1.85     1.75     2.65     2.37

Expenses Before Reductions(b)

     0.23     0.23     0.24     0.25     0.25

Expenses Net of Reductions

     0.18     0.18     0.19     0.20     0.25

Portfolio Turnover Rate

     32     20     34     37     62

 

 

* 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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Fusion Balanced Fund (the “Fund”), and 12 are presented in separate reports.

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.

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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $41.7 million as of December 31, 2012. The monthly average notional amount for these contracts was $3.5 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Statement of Assets and
Liabilities Location

   Total
Fair
Value*
    

Statement of Assets and
Liabilities Location

   Total Fair
Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $ 148,234       Payable for variation margin on futures contracts    $   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Schedule of Portfolio Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities as Variation margin on futures contracts.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2012

 

The following is a summary of the effect of derivative instruments on the Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
    Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts / change in unrealized appreciation/depreciation on investments    $ (307,853   $ 148,234   

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Annual
Expense Limit
 

AZL Fusion Balanced Fund

     0.20     0.30

 

  * The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to voluntarily decrease the management fee to 0.17% on all assets through April 30, 2013. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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 lesser of the stated limit at the time of the waiver or the current stated limit. 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, 2012, 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, 2012, 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.

 

10


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.”

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, 2012, $14,977 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, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2012

 

For the year ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

      Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 1,008,563,373       $       $ 1,008,563,373   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

     1,008,563,373                 1,008,563,373   
  

 

 

    

 

 

    

 

 

 

Other Financial Instruments:*

        

Futures Contracts

     148,234                 148,234   
  

 

 

    

 

 

    

 

 

 

Total Investments

   $ 1,008,711,607       $       $ 1,008,711,607   
  

 

 

    

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the year ended December 31, 2012, 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

   $ 334,937,694       $ 312,298,794   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $905,560,096. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 104,798,328   

Unrealized depreciation

    (1,795,051
 

 

 

 

Net unrealized appreciation

  $ 103,003,277   
 

 

 

 

 

12


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Balanced Fund

Notes to the Financial Statements, continued

December 31, 2012

 

As of the end of its tax year ended December 31, 2012, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the tables below. CLCFs subject to expiration are applied as short-term capital loss regardless of whether the originating capital loss was short-term or long-term. CLCFs that are not subject to expiration must be utilized before those that are subject to expiration. The Board does not intend to authorize a distribution of any realized gain for the Fund until any applicable CLCF has been offset or expires.

CLCFs subject to expiration:

 

     Expires
12/31/2017
 

AZL Fusion Balanced Fund

   $ 20,520,548   

During the year ended December 31, 2012, the Fund utilized $9,891,273 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL Fusion Balanced Fund

   $ 19,925,023       $       $ 19,925,023   

 

  (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, 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.

As of December 31, 2012, 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

   $ 20,989,648       $ (20,520,548   $ 103,003,277       $ 103,472,377   

 

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

 

8. Subsequent Events

At a Board meeting on December 5, 2012, the Trustees approved a reorganization whereby, subject to shareholder approval, the AZL Fusion Balanced Fund will acquire the assets and liabilities of the AZL MVP Fusion Balanced Fund. If approved by the shareholders, the reorganization is expected to be completed on or about April 26, 2013.

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 additional subsequent events to report.

 

13


Table of Contents

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, 2012, 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, 2012, by correspondence with the brokers and transfer agents of the underlying funds. 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, 2012, 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.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 8.93% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share     Foreign Tax Expense Per Share  
$ 0.05      $ 0.00   

 

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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.

 

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Table of Contents

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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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

 

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meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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.

 

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(2)  The investment performance of the Fund and the Manager.  In connection with the fall 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 billion.

 

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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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

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Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.
  (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.

 

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LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL FusionSM Conservative Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

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 and Subadvisory Agreements

Page 16

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

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, 2012?

For the year ended December 31, 2012, the AZL FusionSM Conservative Fund returned 11.27%. That compared to an 8.42% 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 U.S. Aggregate Bond Index2.

The AZL FusionSM Conservative Fund is a fund of funds that generates broad diversification by investing in underlying funds. It was invested in 27 funds at 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.*

Stocks performed well during the 12-month period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. Nevertheless, global risks remained in the backdrop throughout the year as uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery created concerns about global economic growth. This put a damper on equity markets during the middle of the year. Domestic equity markets were more muted in the later part of the year as the focus turned to the U.S. elections and the “fiscal cliff” budget negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks. As a result, the S&P 500 gained 16.00% for the year, while international equities rallied 17.32%, as measured by the MSCI EAFE Index3. In this environment, the Fund’s equity exposure boosted its absolute performance.*

Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%. The Barclays U.S. Aggregate Bond Index gained 4.22% during the year. Despite unresolved questions surrounding the U.S. economic recovery and ongoing strains in the eurozone, high-yield bonds outperformed in 2012, returning 15.81% as measured by the Barclays U.S. Corporate High-Yield Bond Index4. Treasury inflation-protected securities (TIPS) gained 6.98%, as measured by the Barclays U.S. Treasury Inflation Protected Securities Index5.

A select number of underlying funds that lagged their stated benchmarks, most notably in small- and mid-cap holdings hurt the Fund’s relative performance. The Fund also experienced underperformance within key large-cap value holdings.*

The Fund outperformed its composite benchmark in 2012 due to both its diversified asset allocation approach and outperformance from several of its underlying holdings. Positive performance from the Fund’s allocation to high-yield bonds and TIPS, along with international equities and global real estate, proved beneficial to the Fund’s relative performance. Additionally, outperformance from key underlying funds relative to their individual stated benchmarks was a positive contributor to the Fund’s relative performance.*

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, 2012.

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 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 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 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.

 

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Table of Contents

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.

Investments in the Fund are subject to the risks related to direct investment in real estate, such as real estate risk, regulatory risks, concentration risk, and diversification risk. By itself the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investments.

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, 2012

 

                 Since  
     1     3     Inception  
     Year     Year     (10/23/09)  

AZL FusionSM Conservative Fund

     11.27     7.51     7.65

S&P 500 Index

     16.00     10.87     11.47

Barclays U.S. Aggregate Bond Index

     4.22     6.19     5.89

Conservative Composite Index

     8.42     8.26     8.23

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

     1.06

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager has voluntarily reduced the management fee to 0.15%. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.26%.

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 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 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.

 

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

AZL Fusion Conservative Fund

   $ 1,000.00       $ 1,053.60       $ 1.03         0.20

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

AZL Fusion Conservative Fund

   $ 1,000.00       $ 1,024.13       $ 1.02         0.20

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

International Equities

     7.2

Domestic Equities

     28.2

Fixed Income

     64.6

Unaffiliated Investment Company

     0.1
  

 

 

 

Total Investment Securities

     100.1

Net other assets (liabilities)

     (0.1 )% 
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Schedule of Portfolio Investments

December 31, 2012

 

 

Shares           Fair
Value
 

 

Affiliated Investment Companies (100.0%):

  

  214,084      

AZL Allianz AGIC Opportunity Fund

   $ 2,641,800   
  357,731      

AZL BlackRock Capital Appreciation Fund

     5,111,972   
  295,831      

AZL Columbia Mid Cap Value Fund

     2,615,147   
  359,264      

AZL Columbia Small Cap Value Fund

     3,959,092   
  236,841      

AZL Dreyfus Research Growth Fund

     2,579,199   
  347,389      

AZL Gateway Fund

     3,762,218   
  376,815      

AZL International Index Fund

     5,249,027   
  549,892      

AZL Invesco Growth and Income Fund

     6,439,235   
  326,705      

AZL Invesco International Equity Fund

     5,184,803   
  332,880      

AZL JPMorgan International Opportunities Fund

     5,276,148   
  719,409      

AZL JPMorgan U.S. Equity Fund

     7,712,062   
  158,463      

AZL MFS Investors Trust Fund

     2,581,360   
  858,967      

AZL MFS Value Fund

     7,713,525   
  151,940      

AZL Mid Cap Index Fund

     2,623,998   
  264,517      

AZL Morgan Stanley Global Real Estate Fund

     2,642,528   
  189,681      

AZL Morgan Stanley Mid Cap Growth Fund

     2,604,318   
  234,581      

AZL Oppenheimer Discovery Fund

     2,566,313   
  3,227,425      

AZL Pyramis Core Bond Fund

     32,467,894   
Shares           Fair
Value
 

 

Affiliated Investment Companies, continued

  

  404,738      

AZL Russell 1000 Growth Index Fund

   $ 5,111,838   
  871,026      

AZL Russell 1000 Value Index Fund

     10,312,950   
  376,387      

NFJ Dividend Value Portfolio

     3,869,259   
  735,003      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     7,533,779   
  1,263,272      

PIMCO PVIT High Yield Portfolio

     10,181,974   
  1,852,282      

PIMCO PVIT Low Duration Portfolio

     19,967,596   
  1,217,843      

PIMCO PVIT Real Return Portfolio

     17,354,269   
  5,440,753      

PIMCO PVIT Total Return Portfolio

     62,840,694   
  1,193,943      

PIMCO PVIT Unconstrained Bond Portfolio

     12,488,644   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $240,383,312)

     253,391,642   
     

 

 

 

 

Unaffiliated Investment Company (0.1%):

  
  241,963      

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00%(a)

     241,963   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $241,963)

     241,963   
     

 

 

 

 
 

Total Investment Securities
(Cost $240,625,275)(b) — 100.1%

     253,633,605   

 

Net other assets (liabilities) — (0.1)%

     (309,059
     

 

 

 

 

Net Assets — 100.0%

   $ 253,324,546   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

 

See accompanying notes to the financial statements.

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

 

Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 241,963   

Investments in affiliates, at cost

     240,383,312   
  

 

 

 

Total investment securities, at cost

   $ 240,625,275   
  

 

 

 

Investments in non-affiliates, at value

   $ 241,963   

Investments in affiliates, at value

     253,391,642   
  

 

 

 

Total investment securities, at value

     253,633,605   
  

 

 

 

Total Assets

     253,633,605   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     241,964   

Payable for capital shares redeemed

     18,100   

Manager fees payable

     31,940   

Administration fees payable

     7,272   

Custodian fees payable

     433   

Administrative and compliance services fees payable

     1,054   

Other accrued liabilities

     8,296   
  

 

 

 

Total Liabilities

     309,059   
  

 

 

 

Net Assets

   $ 253,324,546   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 232,901,083   

Accumulated net investment income/(loss)

     5,617,216   

Accumulated net realized gains/(losses) from investment transactions

     1,797,917   

Net unrealized appreciation/(depreciation) on investments

     13,008,330   
  

 

 

 

Net Assets

   $ 253,324,546   
  

 

 

 

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

     21,126,119   

Net Asset Value (offering and redemption price per share)

   $ 11.99   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2012

 

Investment Income:

  

Dividends from affiliates

   $ 4,078,186   
  

 

 

 

Total Investment Income

     4,078,186   
  

 

 

 

Expenses:

  

Manager fees

     441,955   

Administration fees

     55,725   

Custodian fees

     2,174   

Administrative and compliance services fees

     6,412   

Trustee fees

     14,113   

Professional fees

     13,751   

Shareholder reports

     7,210   

Other expenses

     5,873   
  

 

 

 

Total expenses before reductions

     547,213   

Less expenses voluntarily waived/reimbursed by the Manager

     (110,487
  

 

 

 

Net expenses

     436,726   
  

 

 

 

Net Investment Income/(Loss)

     3,641,460   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

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

     1,731,878   

Net realized gains distributions from affiliated underlying funds

     2,399,203   

Change in unrealized appreciation/depreciation on investments

     15,280,951   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on Investments

     19,412,032   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 23,053,492   
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statements of Changes in Net Assets

 

     AZL
Fusion Conservative Fund
 
     For the
Year Ended
December 31,
2012
    For the
Year Ended
December 31,
2011
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 3,641,460      $ 2,958,106   

Net realized gains/(losses) on investment transactions

     4,131,081        2,776,152   

Change in unrealized appreciation/depreciation on investments

     15,280,951        (5,755,339
  

 

 

   

 

 

 

Change in net assets resulting from operations

     23,053,492        (21,081
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (3,864,223     (2,436,350

From net realized gains on investments

     (1,987,684     (514,447
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (5,851,907     (2,950,797
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     66,559,086        111,451,923   

Proceeds from dividends reinvested

     5,851,907        2,950,797   

Value of shares redeemed

     (24,478,860     (12,946,843
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     47,932,133        101,455,877   
  

 

 

   

 

 

 

Change in net assets

     65,133,718        98,483,999   

Net Assets:

    

Beginning of period

     188,190,828        89,706,829   
  

 

 

   

 

 

 

End of period

   $ 253,324,546      $ 188,190,828   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 5,617,216      $ 3,864,212   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     5,696,767        9,875,293   

Dividends reinvested

     496,345        270,467   

Shares redeemed

     (2,092,692     (1,144,440
  

 

 

   

 

 

 

Change in shares

     4,100,420        9,001,320   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


Table of Contents

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,     October 23, 2009
to

December  31,
2009(a)
 
     2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 11.05      $ 11.18      $ 10.08      $ 10.00   
  

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

     0.14        0.04        0.13        0.02   

Net Realized and Unrealized Gains/(Losses) on Investments

     1.10        0.03        0.97        0.16   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     1.24        0.07        1.10        0.18   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

     (0.20     (0.17     (b)      (0.10

Net Realized Gains

     (0.10     (0.03     (b)        
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.30     (0.20     (b)      (0.10
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 11.99      $ 11.05      $ 11.18      $ 10.08   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(c)

     11.27     0.64     10.96     1.81 %(d) 

Ratios to Average Net Assets/
Supplemental Data:

        

Net Assets, End of Period ($000’s)

   $ 253,325      $ 188,191      $ 89,707      $ 5,998   

Net Investment Income/(Loss)(e)

     1.65     2.12     2.04     2.36

Expenses Before Reductions(e) (f)

     0.25     0.28     0.34     2.56

Expenses Net of Reductions(e)

     0.20     0.23     0.26     0.35

Portfolio Turnover Rate(g)

     36     19     34     53 %(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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Fusion Conservative Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

Expense Allocation

Expenses directly attributable to the Fund are charged directly to the Fund, while expenses attributable to more than one

 

8


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Annual
Expense Limit
 

AZL Fusion Conservative Fund

     0.20     0.35

 

  * The Manager voluntarily reduced the management fee to 0.15%. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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 lesser of the stated limit at the time of the waiver or the current stated limit. 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, 2012, 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, 2012, 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.”

 

9


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.”

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, 2012, $3,267 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, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

For the year ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 253,391,642       $       $ 253,391,642   

Unaffiliated Investment Company

     241,963                 241,963   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 253,633,605       $       $ 253,633,605   
  

 

 

    

 

 

    

 

 

 

 

10


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2012

 

5. Security Purchases and Sales

For the year ended December 31, 2012, 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

   $ 128,264,889       $ 80,243,334   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $241,475,151. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 12,163,417   

Unrealized depreciation

    (4,963
 

 

 

 

Net unrealized depreciation

  $ 12,158,454   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL Fusion Conservative Fund

   $ 4,166,111       $ 1,685,796       $ 5,851,907   

 

  (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, 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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Conservative Fund

Notes to the Financial Statements, continued

December 31, 2012

 

As of December 31, 2012, 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

   $ 5,683,642       $ 2,581,367       $ 12,158,454       $ 20,423,463   

 

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

 

8. Subsequent Events

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.

 

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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, 2012, 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 four-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, 2012, by correspondence with the custodian and transfer agents of the underlying funds. 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, 2012, 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 four-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 6.72% 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, 2012, the Fund declared net long-term capital gain distributions of $1,685,796.

During the year ended December 31, 2012, the Fund declared net short-term capital gain distributions of $301,889.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share   Foreign Tax Expense Per Share
$0.02   $0.00

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive

 

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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 applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least

 

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12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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.

 

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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, 2013, 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.

 

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Table of Contents

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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

20


Table of Contents

Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP, Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

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LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL FusionSM Growth Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

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 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory and Subadvisory Agreements

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

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, 2012?

For the year ended December 31, 2012, the AZL FusionSM Growth Fund returned 13.29%. That compared to a 13.70% 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 U.S. Aggregate Bond Index2.

The AZL FusionSM Growth Fund is a fund of funds that generates broad diversification by investing in underlying funds. It was invested in 29 funds at 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.*

Stocks performed well during the 12-month period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. However, the debt crisis in the European Union and questions about the strength of the U.S. economic recovery created concerns about global economic growth. This put a damper on equity markets during the middle of the year. Domestic equity markets were more muted in the later part of the year as the focus turned to the U.S. elections and the “fiscal cliff” negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks. As a result, the S&P 500 gained 16.00% for the year, while international equities rallied 17.32%, as measured by the MSCI EAFE Index3. In this environment, the Fund’s equity exposure boosted its absolute performance.

Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%. The Barclays U.S. Aggregate Bond Index gained 4.22% during the year. Despite unresolved questions surrounding the U.S. economic recovery and ongoing strains in the eurozone, high-yield bonds outperformed in 2012, returning 15.81% as measured by the Barclays U.S. Corporate High-Yield Bond Index4. Treasury inflation protected securities (TIPS) gained 6.98%, as measured by the Barclays U.S. Treasury Inflation Protected Securities Index5.

A select number of underlying funds that lagged their stated benchmarks, most notably in small- and mid-cap holdings hurt the Fund’s relative performance. The Fund had a small allocation to derivatives as part of a strategy to reduce potential volatility. While this strategy performed as expected, it dragged slightly on relative performance given the general rising market environment during the period. The Fund also experienced underperformance within key large-cap value holdings.*

The Fund’s diversified asset allocation approach— combined with outperformance from several of its underlying holdings—helped the Fund’s performance relative to its benchmark. Positive performance from international equities, emerging market equities, and global real estate proved beneficial. The Fund’s allocation to high-yield bonds and TIPS also aided the Fund’s relative results.*

The underperformance of the Fund compared to its benchmark was the result of Fund expenses that are not incurred by the benchmark.

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, 2012.
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 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 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 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


Table of Contents

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.

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.

Investments in the Fund are subject to the risks related to direct investment in real estate, such as real estate risk, regulatory risks, concentration risk, and diversification risk. By itself the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investments.

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, 2012

 

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

AZL FusionSM Growth Fund

     13.29     6.92     –0.27     3.61

S&P 500 Index

     16.00     10.87     1.66     4.96

Barclays U.S. Aggregate Bond Index

     4.22     6.19     5.95     5.55

Growth Composite Index

     13.70     10.25     2.95     5.39

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

     1.22

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to voluntarily decrease the management fee to 0.17% on all assets through April 30, 2013. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.23%.

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 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 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


Table of Contents

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

AZL Fusion Growth Fund

   $ 1,000.00       $ 1,073.10       $ 0.94         0.18

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

AZL Fusion Growth Fund

   $ 1,000.00       $ 1,024.23       $ 0.92         0.18

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

International Equities

     30.1

Domestic Equities

     48.8

Fixed Income

     19.7
  

 

 

 

Total Investment Securities

     98.6

Net other assets (liabilities)

     1.4
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 

 

Affiliated Investment Companies (98.6%):

  

  677,334      

AZL Allianz AGIC Opportunity Fund

   $ 8,358,301   
  2,295,918      

AZL BlackRock Capital Appreciation Fund

     32,808,672   
  1,881,198      

AZL Columbia Mid Cap Value Fund

     16,629,787   
  1,155,834      

AZL Columbia Small Cap Value Fund

     12,737,287   
  2,249,983      

AZL Dreyfus Research Growth Fund

     24,502,316   
  456,398      

AZL Federated Clover Small Value Fund

     8,279,052   
  2,237,491      

AZL Gateway Fund

     24,232,030   
  3,636,073      

AZL International Index Fund

     50,650,492   
  2,446,985      

AZL Invesco Growth and Income Fund

     28,654,189   
  3,680,622      

AZL Invesco International Equity Fund

     58,411,477   
  4,274,441      

AZL JPMorgan International Opportunities Fund

     67,749,892   
  4,605,253      

AZL JPMorgan U.S. Equity Fund

     49,368,312   
  1,510,291      

AZL MFS Investors Trust Fund

     24,602,633   
  3,646,153      

AZL MFS Value Fund

     32,742,455   
  475,284      

AZL Mid Cap Index Fund

     8,208,159   
  2,566,335      

AZL Morgan Stanley Global Real Estate Fund

     25,637,683   
  1,207,719      

AZL Morgan Stanley Mid Cap Growth Fund

     16,581,979   
Shares           Fair
Value
 

 

Affiliated Investment Companies, continued

  

  2,884,254      

AZL NFJ International Value Fund

   $ 33,861,145   
  1,498,990      

AZL Oppenheimer Discovery Fund

     16,398,954   
  3,198,558      

AZL Pyramis Core Bond Fund

     32,177,496   
  2,394,461      

AZL Russell 1000 Growth Index Fund

     30,242,040   
  3,983,746      

AZL Russell 1000 Value Index Fund

     47,167,558   
  1,615,673      

AZL Schroder Emerging Markets Equity Fund, Class 2

     12,973,858   
  1,983,678      

NFJ Dividend Value Portfolio

     20,392,207   
  2,389,709      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     24,494,515   
  1,041,906      

PIMCO PVIT High Yield Portfolio

     8,397,765   
  1,691,694      

PIMCO PVIT Real Return Portfolio

     24,106,644   
  4,911,017      

PIMCO PVIT Total Return Portfolio

     56,722,252   
  1,563,752      

PIMCO PVIT Unconstrained Bond Portfolio

     16,356,850   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $689,866,662)

     813,446,000   
     

 

 

 

 
 

Total Investment Securities
(Cost $689,866,662)(a) — 98.6%

     813,446,000   

 

Net other assets (liabilities) — 1.4%

     11,675,732   
     

 

 

 

 

Net Assets — 100.0%

   $ 825,121,732   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

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

Futures Contracts

Cash of $12,114,115 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
    Notional
Value
    Unrealized
Appreciation/
(Depreciation)
 

S&P 500 Index E-Mini March Futures

     Short         3/15/13         (716   $ (50,839,580   $ 185,316   
            

 

 

 

Total

             $ 185,316   
            

 

 

 

 

See accompanying notes to the financial statements.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

 

Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in affiliates, at cost

   $ 689,866,662   
  

 

 

 

Investments in affiliates, at value

   $ 813,446,000   

Segregated cash for collateral

     12,114,115   

Receivable for capital shares issued

     26,509   

Receivable for affiliated investments sold

     39,074   

Receivable for variation margin on futures contracts

     29,900   
  

 

 

 

Total Assets

     825,655,598   
  

 

 

 

Liabilities:

  

Cash overdraft

     39,074   

Payable for capital shares redeemed

     336,020   

Payable for variation margin on futures contracts

     4,913   

Manager fees payable

     103,966   

Administration fees payable

     8,407   

Custodian fees payable

     533   

Administrative and compliance services fees payable

     4,284   

Other accrued liabilities

     36,669   
  

 

 

 

Total Liabilities

     533,866   
  

 

 

 

Net Assets

   $ 825,121,732   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 922,989,882   

Accumulated net investment income/(loss)

     11,573,307   

Accumulated net realized gains/(losses) from investment transactions

     (233,206,111

Net unrealized appreciation/(depreciation) on investments

     123,764,654   
  

 

 

 

Net Assets

   $ 825,121,732   
  

 

 

 

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

     77,746,818   

Net Asset Value (offering and redemption price per share)

   $ 10.61   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2012

 

Investment Income:

  

Dividends from affiliates

   $ 10,436,341   
  

 

 

 

Total Investment Income

     10,436,341   
  

 

 

 

Expenses:

  

Manager fees

     1,564,029   

Administration fees

     61,599   

Custodian fees

     1,958   

Administrative and compliance services fees

     21,748   

Trustee fees

     48,647   

Professional fees

     45,875   

Shareholder reports

     26,248   

Other expenses

     21,720   
  

 

 

 

Total expenses before reductions

     1,791,824   

Less expenses voluntarily waived/reimbursed by the Manager

     (391,000
  

 

 

 

Net expenses

     1,400,824   
  

 

 

 

Net Investment Income/(Loss)

     9,035,517   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

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

     (3,359,782

Net realized gains distributions from affiliated underlying funds

     9,955,071   

Net realized gains/(losses) on futures contracts

     (377,539

Change in unrealized appreciation/depreciation on investments

     80,841,337   
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     87,059,087   
  

 

 

 

Change in Net Assets Resulting From Operations

   $ 96,094,604   
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statements of Changes in Net Assets

 

     AZL
Fusion Growth Fund
 
     For the
Year Ended
December 31,
2012
    For the
Year Ended
December 31,
2011
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 9,035,517      $ 10,785,728   

Net realized gains/(losses) on investment transactions

     6,217,750        35,062,899   

Change in unrealized appreciation/depreciation on investments

     80,841,337        (80,552,547
  

 

 

   

 

 

 

Change in net assets resulting from operations

     96,094,604        (34,703,920
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (12,259,264     (14,540,127
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (12,259,264     (14,540,127
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     57,974,556        35,937,613   

Proceeds from dividends reinvested

     12,259,264        14,540,127   

Value of shares redeemed

     (56,132,283     (139,034,391
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     14,101,537        (88,556,651
  

 

 

   

 

 

 

Change in net assets

     97,936,877        (137,800,698

Net Assets:

    

Beginning of period

     727,184,855        864,985,553   
  

 

 

   

 

 

 

End of period

   $ 825,121,732      $ 727,184,855   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 11,573,307      $ 12,259,198   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     5,695,090        3,557,250   

Dividends reinvested

     1,184,470        1,550,120   

Shares redeemed

     (5,578,784     (13,890,329
  

 

 

   

 

 

 

Change in shares

     1,300,776        (8,782,959
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


Table of Contents

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,  
     2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Period

   $ 9.51      $ 10.15      $ 9.15      $ 7.36      $ 12.94   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

          

Net Investment Income/(Loss)

     0.12        0.16        0.12        0.11        0.12   

Net Realized and Unrealized Gains/(Losses) on Investments

     1.14        (0.61     1.05        2.20        (4.94
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     1.26        (0.45     1.17        2.31        (4.82
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

          

Net Investment Income

     (0.16     (0.19     (0.17     (0.18     (0.16

Net Realized Gains

                          (0.34     (0.60
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.16     (0.19     (0.17     (0.52     (0.76
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 10.61      $ 9.51      $ 10.15      $ 9.15      $ 7.36   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(a)

     13.29     (4.43 )%      12.90     31.84     (38.77 )% 

Ratios to Average Net Assets/
Supplemental Data:

          

Net Assets, End of Period ($000’s)

   $ 825,122      $ 727,185      $ 864,986      $ 825,266      $ 632,430   

Net Investment Income/(Loss)

     1.16     1.32     1.16     1.39     1.15

Expenses Before Reductions(b)

     0.23     0.23     0.24     0.25     0.24

Expenses Net of Reductions

     0.18     0.18     0.19     0.20     0.24

Portfolio Turnover Rate

     25     24     48     53     62

 

 

* 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.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Fusion Growth Fund (the “Fund”), and 12 are presented in separate reports.

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.

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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $50.8 million as of December 31, 2012. The monthly average notional amount for these contracts was $4.3 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Statement of Assets and

Liabilities Location

   Total
Fair
Value*
    

Statement of Assets and
Liabilities Location

   Total
Fair
Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $ 185,316       Payable for variation margin on futures contracts    $   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Schedule of Portfolio Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities as Variation margin on futures contracts.

The following is a summary of the effect of derivative instruments on the Statements of Operations for the year ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
    Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts / change in unrealized appreciation/depreciation on investments    $ (377,539   $ 185,316   

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2012

 

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Annual Expense
Limit
 

AZL Fusion Growth Fund

     0.20     0.30

 

  * The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to voluntarily decrease the management fee to 0.17% on all assets through April 30, 2013. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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 lesser of the stated limit at the time of the waiver or the current stated limit. 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, 2012, 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, 2012, 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

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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, 2012, $11,877 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, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

For the year ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

      Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 813,446,000       $       $ 813,446,000   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 813,446,000       $       $ 813,446,000   
  

 

 

    

 

 

    

 

 

 

Other Financial Instruments:*

        

Futures Contracts

     185,316                 185,316   
  

 

 

    

 

 

    

 

 

 

Total Investments

   $ 813,631,316       $       $ 813,631,316   
  

 

 

    

 

 

    

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2012

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the year ended December 31, 2012, 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

   $ 203,346,518       $ 194,629,036   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $735,777,931. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 83,118,905   

Unrealized depreciation

    (5,450,836
 

 

 

 

Net unrealized appreciation

  $ 77,668,069   
 

 

 

 

As of the end of its tax year ended December 31, 2012, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the tables below. CLCFs subject to expiration are applied as short-term capital loss regardless of whether the originating capital loss was short-term or long-term. CLCFs that are not subject to expiration must be utilized before those that are subject to expiration. The Board does not intend to authorize a distribution of any realized gain for the Fund until any applicable CLCF has been offset or expires.

CLCFs subject to expiration:

 

     Expires
12/31/2017
 

AZL Fusion Growth Fund

   $ 182,231,767   

CLCFs not subject to expiration:

 

     Short Term
Amount
     Long Term
Amount
     Total
Amount
 

AZL Fusion Growth Fund

   $ 2,881,676       $ 1,996,084       $ 4,877,760   

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Growth Fund

Notes to the Financial Statements, continued

December 31, 2012

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL Fusion Growth Fund

   $ 12,259,264       $       $ 12,259,264   

 

  (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, 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.

As of December 31, 2012, 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

   $ 11,573,308       $ (187,109,527   $ 77,668,069       $ (97,868,150

 

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

 

8. Subsequent Events

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.

 

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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, 2012, 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, 2012, by correspondence with the brokers and transfer agents of the underlying funds. 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, 2012, 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.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 18.51% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share     Foreign Tax Expense Per Share  
$ 0.09      $ 0.01   

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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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 applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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

 

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decisions, cash and Fund fees. For example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

19


Table of Contents

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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

20


Table of Contents

Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

21


Table of Contents

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL FusionSM Moderate Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

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 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory and Subadvisory Agreements

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

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, 2012?

For the year ended December 31, 2012, the AZL FusionSM Moderate Fund returned 12.53%. That compared to a 11.96% 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 U.S. Aggregate Bond Index2.

The AZL FusionSM Moderate Fund is a fund of funds that generates broad diversification by investing in underlying funds. It was invested in 29 funds at 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.*

Stocks performed well during the 12-month period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. Although, global risks remained in the backdrop throughout the year as uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery created concerns about global economic growth. This put a damper on equity markets during the middle of the year. Domestic equity markets were more muted in the later part of the year as the focus turned to the U.S. elections and the “fiscal cliff” budget negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks. As a result, the S&P 500 gained 16.00% for the year, while international equities rallied 17.32%, as measured by the MSCI EAFE Index3. In this environment, the Fund’s equity exposure boosted its absolute performance.*

Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%. The Barclays U.S. Aggregate Bond Index gained 4.22% during the year. Despite unresolved questions surrounding the U.S. economic recovery and ongoing strains in the eurozone, high-yield bonds outperformed in 2012, returning 15.81% as measured by the Barclays U.S. Corporate High-Yield Bond Index4. Treasury inflation-protected securities (TIPS) gained 6.98%, as measured by the Barclays U.S. Treasury Inflation Protected Securities Index5.

A select number of underlying funds that lagged their stated benchmarks, most notably in small- and mid-cap holdings hurt the Fund’s relative performance.

The Fund had a small allocation to derivatives as part of a strategy to reduce potential volatility. While this strategy performed as expected, it dragged slightly on relative performance given the general rising market environment during the period. The Fund also experienced underperformance within key large-cap value holdings.*

The Fund outperformed its composite benchmark in 2012 due to both its diversified asset allocation approach and outperformance from several of its underlying holdings. Positive performance from the Fund’s allocation to international equities, emerging market equities and global real estate proved beneficial to the Fund’s relative performance. The Fund’s allocation to high-yield bonds and TIPS also aided the Fund’s relative results. In addition, outperformance from key underlying funds relative to their individual stated benchmarks was a positive contributor to the Fund’s relative performance.*

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, 2012.

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 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 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 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


Table of Contents

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.

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.

Investments in the Fund are subject to the risks related to direct investment in real estate, such as real estate risk, regulatory risks, concentration risk, and diversification risk. By itself the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investments.

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, 2012

 

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

AZL FusionSM Moderate Fund

     12.53     6.90     1.24     4.17

S&P 500 Index

     16.00     10.87     1.66     4.96

Barclays U.S. Aggregate Bond Index

     4.22     6.19     5.95     5.55

Moderate Composite Index

     11.96     9.68     3.77     5.60

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

     1.14

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to voluntarily decrease the management fee to 0.17% on all assets through April 30, 2013. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.22%.

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 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 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


Table of Contents

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

AZL Fusion Moderate Fund

   $ 1,000.00       $ 1,066.20       $ 0.88         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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL Fusion Moderate Fund

   $ 1,000.00       $ 1,024.28       $ 0.87         0.17

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

International Equities

     23.3

Domestic Equities

     41.0

Fixed Income

     34.6
  

 

 

 

Total Investment Securities

     98.9

Net other assets (liabilities)

     1.1
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (98.9%):

  
  1,643,399      

AZL Allianz AGIC Opportunity Fund

   $ 20,279,547   
  5,712,259      

AZL BlackRock Capital Appreciation Fund

     81,628,186   
  3,541,395      

AZL Columbia Mid Cap Value Fund

     31,305,936   
  2,937,625      

AZL Columbia Small Cap Value Fund

     32,372,633   
  3,727,635      

AZL Dreyfus Research Growth Fund

     40,593,947   
  1,121,391      

AZL Federated Clover Small Value Fund

     20,342,029   
  4,677,949      

AZL Gateway Fund

     50,662,185   
  7,658,999      

AZL International Index Fund

     106,689,859   
  5,229,064      

AZL Invesco Growth and Income Fund

     61,232,340   
  6,980,750      

AZL Invesco International Equity Fund

     110,784,510   
  8,102,521      

AZL JPMorgan International Opportunities Fund

     128,424,960   
  9,570,636      

AZL JPMorgan U.S. Equity Fund

     102,597,221   
  2,530,125      

AZL MFS Investors Trust Fund

     41,215,737   
  8,018,322      

AZL MFS Value Fund

     72,004,534   
  1,204,494      

AZL Mid Cap Index Fund

     20,801,615   
  4,366,507      

AZL Morgan Stanley Global Real Estate Fund

     43,621,402   
  2,242,690      

AZL Morgan Stanley Mid Cap Growth Fund

     30,792,129   
Shares           Fair

Value
 
     

 

Affiliated Investment Companies, continued

  

  5,938,253      

AZL NFJ International Value Fund

   $ 69,715,094   
  2,741,261      

AZL Oppenheimer Discovery Fund

     29,989,395   
  16,198,801      

AZL Pyramis Core Bond Fund

     162,959,941   
  5,479,959      

AZL Russell 1000 Growth Index Fund

     69,211,876   
  8,549,813      

AZL Russell 1000 Value Index Fund

     101,229,787   
  2,760,109      

AZL Schroder Emerging Markets Equity Fund, Class 2

     22,163,672   
  3,943,757      

NFJ Dividend Value Portfolio

     40,541,825   
  6,059,736      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     62,112,290   
  5,264,102      

PIMCO PVIT High Yield Portfolio

     42,428,661   
  5,774,474      

PIMCO PVIT Real Return Portfolio

     82,286,250   
  26,536,042      

PIMCO PVIT Total Return Portfolio

     306,491,289   
  5,944,493      

PIMCO PVIT Unconstrained Bond Portfolio

     62,179,401   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $1,808,283,220)

     2,046,658,251   
     

 

 

 

 
 

Total Investment Securities
(Cost $1,808,283,220)(a) — 98.9%

     2,046,658,251   

 

Net other assets (liabilities) — 1.1%

     21,924,499   
     

 

 

 

 

Net Assets — 100.0%

   $ 2,068,582,750   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

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

Futures Contracts

Cash of $25,362,814 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
    Notional
Value
    Unrealized
Appreciation/
(Depreciation)
 

S&P 500 Index E-Mini March Futures

     Short         3/15/13         (1,503   $ (106,720,515   $ 382,513   
            

 

 

 

Total

             $ 382,513   
            

 

 

 

 

See accompanying notes to the financial statements.

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

 

Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in affiliates, at cost

   $ 1,808,283,220   
  

 

 

 

Investments in affiliates, at value

   $ 2,046,658,251   

Segregated cash for collateral

     25,362,814   

Receivable for capital shares issued

     31   

Receivable for affiliated investments sold

     314,639   

Receivable for variation margin on futures contracts

     61,605   
  

 

 

 

Total Assets

     2,072,397,340   
  

 

 

 

Liabilities:

  

Cash overdraft

     314,639   

Payable for capital shares redeemed

     3,116,758   

Payable for variation margin on futures contracts

     10,382   

Manager fees payable

     261,753   

Administration fees payable

     9,301   

Custodian fees payable

     570   

Administrative and compliance services fees payable

     10,996   

Other accrued liabilities

     90,191   
  

 

 

 

Total Liabilities

     3,814,590   
  

 

 

 

Net Assets

   $ 2,068,582,750   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 1,887,461,693   

Accumulated net investment income/(loss)

     36,803,621   

Accumulated net realized gains/(losses) from investment transactions

     (94,440,108

Net unrealized appreciation/(depreciation) on investments

     238,757,544   
  

 

 

 

Net Assets

   $ 2,068,582,750   
  

 

 

 

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

     185,264,491   

Net Asset Value (offering and redemption price per share)

   $ 11.17   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2012

 

Investment Income:

  

Dividends from affiliates

   $ 30,051,924   
  

 

 

 

Total Investment Income

     30,051,924   
  

 

 

 

Expenses:

  

Manager fees

     3,977,261   

Administration fees

     75,378   

Custodian fees

     2,153   

Administrative and compliance services fees

     56,974   

Trustee fees

     126,790   

Professional fees

     119,551   

Shareholder reports

     60,606   

Other expenses

     55,865   
  

 

 

 

Total expenses before reductions

     4,474,578   

Less expenses voluntarily waived/reimbursed by the Manager

     (994,297
  

 

 

 

Net expenses

     3,480,281   
  

 

 

 

Net Investment Income/(Loss)

     26,571,643   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

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

     (20,497,463

Net realized gains distributions from affiliated underlying funds

     25,254,911   

Net realized gains/(losses) on futures contracts

     (792,912

Change in unrealized appreciation/depreciation on investments

     199,401,971   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on
Investments

     203,366,507   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 229,938,150   
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statements of Changes in Net Assets

 

     AZL Fusion Moderate Fund  
     For the Year
Ended
December 31, 2012
    For the Year
Ended
December 31, 2011
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 26,571,643      $ 28,113,943   

Net realized gains/(losses) on investment transactions

     3,964,536        46,791,923   

Change in unrealized appreciation/depreciation on investments

     199,401,971        (130,283,143
  

 

 

   

 

 

 

Change in net assets resulting from operations

     229,938,150        (55,377,277
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (33,385,525     (31,334,299
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (33,385,525     (31,334,299
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     120,965,962        376,946,401   

Proceeds from dividends reinvested

     33,385,525        31,334,299   

Value of shares redeemed

     (90,887,463     (58,102,743
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     63,464,024        350,177,957   
  

 

 

   

 

 

 

Change in net assets

     260,016,649        263,466,381   

Net Assets:

    

Beginning of period

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

 

 

   

 

 

 

End of period

   $ 2,068,582,750      $ 1,808,566,101   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 36,803,621      $ 33,385,465   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     11,382,503        35,702,924   

Dividends reinvested

     3,057,283        3,146,014   

Shares redeemed

     (8,429,621     (5,615,561
  

 

 

   

 

 

 

Change in shares

     6,010,165        33,233,377   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

6


Table of Contents

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,  
     2012     2011     2010     2009     2008  

Net Asset Value, Beginning of Period

   $ 10.09      $ 10.58      $ 9.63      $ 7.75      $ 12.45   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

          

Net Investment Income/(Loss)

     0.13        0.14        0.05        0.06        0.23   

Net Realized and Unrealized Gains/(Losses) on Investments

     1.13        (0.44     1.07        2.20        (4.13
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     1.26        (0.30     1.12        2.26        (3.90
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

          

Net Investment Income

     (0.18     (0.19     (0.17     (0.17     (0.24

Net Realized Gains

                          (0.21     (0.56
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.18     (0.19     (0.17     (0.38     (0.80
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 11.17      $ 10.09      $ 10.58      $ 9.63      $ 7.75   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(a)

     12.53     (2.84 )%      11.74     29.42     (32.76 )% 

Ratios to Average Net Assets/ Supplemental Data:

          

Net Assets, End of Period ($000’s)

   $ 2,068,583      $ 1,808,566      $ 1,545,100      $ 935,729      $ 438,317   

Net Investment Income/(Loss)

     1.34     1.63     1.47     2.07     1.79

Expenses Before Reductions(b)

     0.23     0.22     0.24     0.25     0.25

Expenses Net of Reductions

     0.18     0.17     0.19     0.20     0.24

Portfolio Turnover Rate

     23     19     32     38     55

 

 

* 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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Fusion Moderate Fund (the “Fund”), and 12 are presented in separate reports.

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.

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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $106.7 million as of December 31, 2012. The monthly average notional amount for these contracts was $8.9 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Statement of Assets and

Liabilities Location

   Total
Fair
Value*
    

Statement of Assets and
Liabilities Location

   Total
Fair
Value*
 
Equity Contracts    Receivable for variation    $ 382,513       Payable for variation    $   
   margin on futures contracts       margin on futures contracts   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Schedule of Portfolio Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities as Variation margin on futures contracts.

The following is a summary of the effect of derivative instruments on the Statements of Operations for the year ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
    Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts / change in unrealized appreciation/depreciation on investments    $ (792,912   $ 382,513   

 

9


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2012

 

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate*     Annual
Expense Limit
 

AZL Fusion Moderate Fund

     0.20     0.30

 

  * The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to voluntarily decrease the management fee to 0.17% on all assets through April 30, 2013. Beginning May 1, 2013, the Manager expects to eliminate the voluntary management fee reduction. 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 lesser of the stated limit at the time of the waiver or the current stated limit. 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, 2012, 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, 2012, 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

 

10


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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, 2012, $30,071 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, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

For the year ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 2,046,658,251       $       $ 2,046,658,251   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

     2,046,658,251                 2,046,658,251   
  

 

 

    

 

 

    

 

 

 

Other Financial Instruments:*

        

Futures Contracts

     382,513                 382,513   
  

 

 

    

 

 

    

 

 

 

Total Investments

   $ 2,047,040,764       $       $ 2,047,040,764   
  

 

 

    

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the financial statements at the unrealized gain or loss on the investment.

 

11


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2012

 

 

5. Security Purchases and Sales

For the year ended December 31, 2012, 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

   $ 523,173,255       $ 463,109,558   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $1,848,287,336. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 207,825,088   

Unrealized depreciation

    (9,454,173
 

 

 

 

Net unrealized appreciation

  $ 198,370,915   
 

 

 

 

As of the end of its tax year ended December 31, 2012, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the tables below. CLCFs subject to expiration are applied as short-term capital loss regardless of whether the originating capital loss was short-term or long-term. CLCFs that are not subject to expiration must be utilized before those that are subject to expiration. The Board does not intend to authorize a distribution of any realized gain for the Fund until any applicable CLCF has been offset or expires.

CLCFs subject to expiration:

 

     Expires
12/31/2017
 

AZL Fusion Moderate Fund

   $ 54,053,479   

During the year ended December 31, 2012, the Fund utilized $8,030,391 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL Fusion Moderate Fund

   $ 33,385,525       $       $ 33,385,525   

 

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

 

12


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Fusion Moderate Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.

As of December 31, 2012, 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

   $ 36,803,621       $ (54,053,479   $ 198,370,915       $ 181,121,057   

 

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

 

8. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2 (a)(9) of the 1940 Act. As of December 31, 2012, the Fund had a controlling interest (in excess of 50%) in the AZL NFJ International Value Fund, which is affiliated with the Investment Adviser.

 

9. Subsequent Events

At a Board meeting on December 5, 2012, the Trustees approved a reorganization whereby, subject to shareholder approval, the AZL Fusion Moderate Fund will acquire the assets and liabilities of the AZL MVP Fusion Moderate Fund. If approved by the shareholders, the reorganization is expected to be completed on or about April 26, 2013.

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 additional subsequent events to report.

 

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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, 2012, 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, 2012, by correspondence with the brokers and transfer agents of the underlying funds. 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, 2012, 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.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 12.85% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share     Foreign Tax Expense Per Share  
$ 0.07      $ 0.00   

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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.

 

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For example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

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Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.
Michael Radmer, Age 67
Dorsey & Whitney LLP,
Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498
   Secretary    Since
2/02
   Partner, Dorsey and Whitney LLP since 1976.
Ty Edwards, Age 46
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.
Stephen G. Simon, Age 44
5701 Golden Hills Drive
Minneapolis, MN 55416
   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since
11/06
   Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

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LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL® Growth Index Strategy Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

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 and Subadvisory Agreements

Page 16

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

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, 2012?

For the year ended December 31, 2012, the AZL® Growth Index Strategy Fund returned 13.33%. That compared to a 13.12% 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 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 aim 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 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.*

Stocks performed relatively well during the 12-month period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. However, global risks remained in the backdrop throughout the year as uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery created concerns about global economic growth. This put a damper on equity markets during the middle of the period. Domestic equity markets were more muted in the later part of the period as the focus turned to the U.S. elections and the “fiscal cliff” negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks. Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%.

The Fund’s allocations to international and mid-cap stocks were the primary reasons for the Fund’s outperformance relative to its benchmark. International stocks, as represented by the MSCI EAFE, outperformed domestic stocks, returning 17.32%. The S&P 500, which represents large-cap stocks, returned 16.00%. Small- and mid-cap stocks, as measured by the S&P 600 and the S&P 400, returned 16.33% and 17.88%, respectively.*

The Fund’s fixed income allocation performed relatively in line with the Barclays U.S. Aggregate Bond Index, which returned 4.22%.

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, 2012.
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 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


Table of Contents

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. 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.

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, 2012

 

                 Since  
     1     3     Inception  
     Year     Year     (7/10/09)  

AZL® Growth Index Strategy Fund

     13.33     8.73     12.86

S&P 500 Index

     16.00     10.87     17.40

Barclays U.S. Aggregate Bond Index

     4.22     6.19     6.15

Growth Composite Index

     13.12     10.07     14.89

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

     0.70

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. 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, 2014. Additional information pertaining to the December 31, 2012 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 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 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.

 

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Table of Contents

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

AZL Growth Index Strategy Fund

   $ 1,000.00       $ 1,067.80       $ 0.42         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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL Growth Index Strategy Fund

   $ 1,000.00       $ 1,024.73       $ 0.41         0.08

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

Domestic Equities

     56.3

International Equities

     19.4

Fixed Income

     24.3

Unaffiliated Investment Company

     0.0
  

 

 

 

Total Investment Securities

     100.0

Net other assets (liabilities)

     0.0
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (100.0%):

  
  20,918,075      

AZL Enhanced Bond Index Fund

   $ 233,654,893   
  13,409,479      

AZL International Index Fund

     186,794,042   
  6,232,527      

AZL Mid Cap Index Fund

     107,635,739   
  38,426,323      

AZL S&P 500 Index Fund,
Class 2

     380,420,597   
  4,789,413      

AZL Small Cap Stock Index Fund

     54,551,412   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $848,724,577)

     963,056,683   
     

 

 

 
Shares           Fair
Value
 
     

 

Unaffiliated Investment Company (0.0%):

  
  88,930      

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00% (a)

   $ 88,930   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $88,930)

     88,930   
     

 

 

 

 
 

Total Investment Securities
(Cost $848,813,507)(b) — 100.0%

     963,145,613   

 

Net other assets (liabilities) — 0.0%

     (2,504
     

 

 

 

 

Net Assets — 100.0%

   $ 963,143,109   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

 

See accompanying notes to the financial statements.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 88,930   

Investments in affiliates, at cost

     848,724,577   
  

 

 

 

Total investment securities, at cost

   $ 848,813,507   
  

 

 

 

Investments in non-affiliates, at value

   $ 88,930   

Investments in affiliates, at value

     963,056,683   
  

 

 

 

Total investment securities, at value

     963,145,613   

Receivable for capital shares issued

     189,911   
  

 

 

 

Total Assets

     963,335,524   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     88,930   

Payable for capital shares redeemed

     11,110   

Manager fees payable

     40,366   

Administration fees payable

     8,236   

Custodian fees payable

     367   

Administrative and compliance services fees payable

     4,653   

Other accrued liabilities

     38,753   
  

 

 

 

Total Liabilities

     192,415   
  

 

 

 

Net Assets

   $ 963,143,109   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 833,654,008   

Accumulated net investment income/(loss)

     14,002,937   

Accumulated net realized gains/(losses) from investment transactions

     1,154,058   

Net unrealized appreciation/(depreciation) on investments

     114,332,106   
  

 

 

 

Net Assets

   $ 963,143,109   
  

 

 

 

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

     64,394,710   

Net Asset Value (offering and redemption price per share)

   $ 14.96   
  

 

 

 

Statement of Operations

For the Year Ended December 31, 2012

 

Investment Income:

  

Dividends from affiliates

   $ 10,568,971   
  

 

 

 

Total Investment Income

     10,568,971   
  

 

 

 

Expenses:

  

Manager fees

     447,093   

Administration fees

     63,337   

Custodian fees

     1,487   

Administrative and compliance services fees

     26,001   

Trustee fees

     57,351   

Professional fees

     54,584   

Shareholder reports

     31,607   

Other expenses

     24,249   
  

 

 

 

Total expenses

     705,709   
  

 

 

 

Net Investment Income/(Loss)

     9,863,262   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

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

     (394,780

Net realized gains distributions from affiliated underlying funds

     5,846,252   

Change in unrealized appreciation/depreciation on investments

     92,640,313   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on
Investments

     98,091,785   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 107,955,047   
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Statements of Changes in Net Assets

 

     AZL
Growth Index Strategy  Fund
 
     For the
Year Ended
December 31,

2012
    For the
Year Ended
December 31,

2011
 

Change in Net Assets:

    

Operations:

    

Net investment income/(loss)

   $ 9,863,262      $ 6,833,460   

Net realized gains/(losses) on investment transactions

     5,451,472        4,963,665   

Change in unrealized appreciation/depreciation on investments

     92,640,313        (18,870,794
  

 

 

   

 

 

 

Change in net assets resulting from operations

     107,955,047        (7,073,669
  

 

 

   

 

 

 

Dividends to Shareholders:

    

From net investment income

     (10,302,471     (3,330,687

From net realized gains on investments

     (1,563,064     (59,378
  

 

 

   

 

 

 

Change in net assets resulting from dividends to shareholders

     (11,865,535     (3,390,065
  

 

 

   

 

 

 

Capital Transactions:

    

Proceeds from shares issued

     149,736,475        407,843,806   

Proceeds from dividends reinvested

     11,865,535        3,390,065   

Value of shares redeemed

     (59,054,406     (20,313,830
  

 

 

   

 

 

 

Change in net assets resulting from capital transactions

     102,547,604        390,920,041   
  

 

 

   

 

 

 

Change in net assets

     198,637,116        380,456,307   

Net Assets:

    

Beginning of period

     764,505,993        384,049,686   
  

 

 

   

 

 

 

End of period

   $ 963,143,109      $ 764,505,993   
  

 

 

   

 

 

 

Accumulated net investment income/(loss)

   $ 14,002,937      $ 10,302,431   
  

 

 

   

 

 

 

Share Transactions:

    

Shares issued

     10,519,797        29,913,942   

Dividends reinvested

     807,179        263,613   

Shares redeemed

     (4,122,011     (1,554,198
  

 

 

   

 

 

 

Change in shares

     7,204,965        28,623,357   
  

 

 

   

 

 

 

 

See accompanying notes to the financial statements.

 

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Table of Contents

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,     July 10, 2009
to

December 31,
2009(a)
 
     2012     2011     2010    

Net Asset Value, Beginning of Period

   $ 13.37      $ 13.44      $ 11.85      $ 10.00   
  

 

 

   

 

 

   

 

 

   

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

     0.13        0.07        0.07        (b) 

Net Realized and Unrealized Gains/(Losses) on Investments

     1.64        (0.07     1.52        1.85   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Activities

     1.77               1.59        1.85   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

     (0.16     (0.07     (b)      (b) 

Net Realized Gains

     (0.02     (b)               
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Dividends

     (0.18     (0.07     (b)      (b) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 14.96      $ 13.37      $ 13.44      $ 11.85   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(c)

     13.33     0.01     13.42     18.50 %(d) 

Ratios to Average Net Assets/
Supplemental Data:

        

Net Assets, End of Period ($000’s)

   $ 963,143      $ 764,506      $ 384,050      $ 171,361   

Net Investment Income/(Loss)(e)

     1.10     1.16     0.82    

Expenses Before Reductions(e) (f)

     0.08     0.08     0.08     0.20

Expenses Net of Reductions(e)

     0.08     0.08     0.08     0.20

Portfolio Turnover Rate(g)

     6     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.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Growth Index Strategy Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual
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 lesser of the stated limit at the time of the waiver or the current stated limit. 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, 2012, 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, 2012, 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, 2012, 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.”

 

9


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

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.”

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, 2012, $13,302 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, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

For the year ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1      Level 2      Total  

Investment Securities:

        

Affiliated Investment Companies

   $ 963,056,683       $       $ 963,056,683   

Unaffiliated Investment Company

     88,930                 88,930   
  

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 963,145,613       $       $ 963,145,613   
  

 

 

    

 

 

    

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

5. Security Purchases and Sales

For the year ended December 31, 2012, 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

   $ 160,145,055       $ 52,827,670   

 

6. Investment Risk

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $850,296,889. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 112,848,724   

Unrealized depreciation

      
 

 

 

 

Net unrealized appreciation

  $ 112,848,724   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL Growth Index Strategy Fund

   $ 10,302,471       $ 1,563,064       $ 11,865,535   

 

  (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, 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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL Growth Index Strategy Fund

Notes to the Financial Statements, continued

December 31, 2012

 

As of December 31, 2012, 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

   $ 14,002,935       $ 2,637,442       $ 112,848,724       $ 129,489,101   

 

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

 

8. Subsequent Events

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.

 

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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, 2012, 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 four-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, 2012, by correspondence with the custodian and transfer agents of the underlying funds. 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, 2012, 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 four-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 37.74% 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, 2012, the Fund declared net long-term capital gain distributions of $1,563,064.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share     Foreign tax Expense Per Share  
$ 0.10      $ 0.01   

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 Board’s formal review of an advisory contract occurs. In between regularly scheduled meetings, the Board may receive

 

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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 applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least

 

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12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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.

 

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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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

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Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

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LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL® MVP Balanced Index Strategy Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

Table of Contents

 

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 5

Consolidated Statement of Operations

Page 5

Consolidated Statement of Changes in Net Assets

Page 6

Consolidated Financial Highlights

Page 7

Notes to the Consolidated Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory Agreement

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

AZL® MVP Balanced Index Strategy Fund Review (unaudited)

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

What factors affected the Fund’s performance from its inception on January 10, 2012 to the period ended December 31, 2012?

From its inception on January 10, 2012 to the period ended December 31, 2012, the AZL® MVP Balanced Index Strategy Fund returned 8.50%. That compared to a 8.64% total return for its benchmark, the Balanced Composite Index, which is comprised of an 50% weighting in the S&P 500 Index1 and a 50% weighting in the Barclays U.S. Aggregate Bond Index2.

The AZL® MVP Balanced 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 aim 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 U.S. Aggregate Bond Index. Generally, the Fund allocates 40% to 60% of its assets to the underlying equity index funds and between 40% and 60% to the underlying bond index fund. The Fund also employs the MVP (Managed Volatility Portfolio) risk management process that primarily uses derivatives is intended to adjust the risk of the portfolio based on quantitative indicators of market risk, such as the current level of fund and market volatility.*

Stocks performed relatively well during the period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. However, uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery created concerns about global economic growth. These factors weighed on equity markets mid-year. Domestic equity markets saw more moderate gains and experienced more volatility in the later part of the period as the focus turned to the U.S. elections and the “fiscal cliff” negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity by the European Central Bank and other central banks.

Bond yields remained at historic lows for much of the period, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%.

The Fund’s allocations to international and mid-cap stocks were the primary reasons for the Fund’s outperformance relative to its benchmark. International stocks, as represented by the MSCI EAFE, outperformed domestic stocks, returning 16.52% during the period. The S&P 500, which represents large-cap stocks, returned 12.83%. Small- and mid-cap stocks, as measured by the S&P 600 and the S&P 400, returned 12.90% and 14.12%, respectively.

The Fund’s fixed income allocation performed relatively in line with the Barclays U.S. Aggregate Bond Index, which returned 4.28%.*

With the generally low volatility environment for most of 2012, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or performance.

The underperformance of the Fund compared to its benchmark was the result of Fund expenses that are not incurred by the benchmark. Although the fund did invest in derivative instruments during the period, they had no significant impact on performance.*

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, 2012.

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 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.

 

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Table of Contents

AZL® MVP 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.

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.

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. 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.

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.

Aggregate Total Returns as of December 31, 2012

 

                 Since  
     3     6     Inception  
     Month     Month     (1/10/12)  

AZL® MVP Balanced Index Strategy Fund

     1.11     5.03     8.50

S&P 500 Index

     –0.38     5.95     12.83

Barclays U.S. Aggregate Bond Index

     0.21     1.80     4.28

Balanced Composite Index

     –0.08     3.88     8.64

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® MVP Balanced Index Strategy Fund

     0.94

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.26%.

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 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 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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Consolidated Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP 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 if 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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL MVP Balanced Index Strategy Fund

   $ 1,000.00       $ 1,050.30       $ 1.03         0.20

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

AZL MVP Balanced Index Strategy Fund

   $ 1,000.00       $ 1,024.13       $ 1.02         0.20

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

Domestic Equities

     35.1

International Equities

     12.7

Fixed Income

     46.8

Unaffiliated Investment Company

     0.5
  

 

 

 

Total Investment Securities

     95.1

Net other assets (liabilities)

     4.9
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Consolidated Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (94.6%):

  
  3,101,478      

AZL Enhanced Bond Index Fund

   $ 34,643,508   
  673,663      

AZL International Index Fund

     9,384,122   
  323,002      

AZL Mid Cap Index Fund

     5,578,242   
  1,745,693      

AZL S&P 500 Index Fund,
Class 2

     17,282,364   
  264,637      

AZL Small Cap Stock Index Fund

     3,014,219   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $68,053,077)

     69,902,455   
     

 

 

 
Shares           Fair
Value
 
     

 

Unaffiliated Investment Company (0.5%):

  
  342,704      

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00%(a)

   $ 342,704   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $342,704)

     342,704   
     

 

 

 

 
 

Total Investment Securities
(Cost $68,395,781)(b) — 95.1%

     70,245,159   

 

Net other assets (liabilities) — 4.9%

     3,584,996   
     

 

 

 

 

Net Assets — 100.0%

   $ 73,830,155   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

Futures Contracts

Cash of $3,625,753 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type    Expiration
Date
   Number of
Contracts
     Notional
Value
     Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury 10-year Note March Futures

   Long    3/20/13      13       $ 1,726,156       $ (9,580

S&P 500 Index E-Mini March Futures

   Long    3/15/13      25         1,775,125         (5,764
              

 

 

 
Total                $ (15,344
              

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 342,704   

Investments in affiliates, at cost

     68,053,077   
  

 

 

 

Total investment securities, at cost

   $ 68,395,781   
  

 

 

 

Investments in non-affiliates, at value

   $ 342,704   

Investments in affiliates, at value

     69,902,455   
  

 

 

 

Total investment securities, at value

     70,245,159   

Segregated cash for collateral

     3,625,753   

Receivable for capital shares issued

     315,973   
  

 

 

 

Total Assets

     74,186,885   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     342,704   

Payable for capital shares redeemed

     1,249   

Manager fees payable

     2,972   

Administration fees payable

     6,338   

Custodian fees payable

     530   

Administrative and compliance services fees payable

     303   

Other accrued liabilities

     2,634   
  

 

 

 

Total Liabilities

     356,730   
  

 

 

 

Net Assets

   $ 73,830,155   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 71,975,556   

Accumulated net investment income/(loss)

     (1

Accumulated net realized gains/(losses) from investment transactions

     20,566   

Net unrealized appreciation/(depreciation) on investments

     1,834,034   
  

 

 

 

Net Assets

   $ 73,830,155   
  

 

 

 

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

     6,908,265   

Net Asset Value (offering and redemption price per share)

   $ 10.69   
  

 

 

 

Consolidated Statement of Operations

For the Period Ended December 31, 2012 (a)

 

Investment Income:

  

Dividends from affiliates

   $ 580,721   
  

 

 

 

Total Investment Income

     580,721   
  

 

 

 

Expenses:

  

Manager fees

     51,512   

Administration fees

     53,877   

Custodian fees

     3,870   

Administrative and compliance services fees

     977   

Trustee fees

     2,050   

Professional fees

     22,019   

Shareholder reports

     2,458   

Other expenses

     4,534   
  

 

 

 

Total expenses before reductions

     141,297   

Less expenses contractually waived/reimbursed by the Manager

     (47,670

Less expenses voluntarily waived/reimbursed by the Manager

     (17,896
  

 

 

 

Net expenses

     75,731   
  

 

 

 

Net Investment Income/(Loss)

     504,990   
  

 

 

 

Realized and Unrealized Gains/
(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     (22,787

Net realized gains distributions from affiliated underlying funds

     495,612   

Net realized gains/(losses) on futures contracts

     111,358   

Change in unrealized appreciation/depreciation on investments

     1,834,034   
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     2,418,217   
  

 

 

 

Change in Net Assets Resulting From Operations

   $ 2,923,207   
  

 

 

 

 

 

(a) For the Period January 10, 2012 (commencement of operations) to December 31, 2012.
 

 

See accompanying notes to the consolidated financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Consolidated Statement of Changes in Net Assets

 

     AZL MVP
Balanced Index

Strategy Fund
 
     January 10,
2012 to

December  31,
2012 (a)
 

Change in Net Assets:

  

Operations:

  

Net investment income/(loss)

   $ 504,990   

Net realized gains/(losses) on investment transactions

     584,183   

Change in unrealized appreciation/depreciation on investments

     1,834,034   
  

 

 

 

Change in net assets resulting from operations

     2,923,207   
  

 

 

 

Dividends to Shareholders:

  

From net investment income

     (931,905

From net realized gains on investments

     (136,703
  

 

 

 

Change in net assets resulting from dividends to shareholders

     (1,068,608
  

 

 

 

Capital Transactions:

  

Proceeds from shares issued

     72,117,346   

Proceeds from dividends reinvested

     1,068,608   

Value of shares redeemed

     (1,210,398
  

 

 

 

Change in net assets resulting from capital transactions

     71,975,556   
  

 

 

 

Change in net assets

     73,830,155   

Net Assets:

  

Beginning of period

       
  

 

 

 

End of period

   $ 73,830,155   
  

 

 

 

Accumulated net investment income/(loss)

   $ (1
  

 

 

 

Share Transactions:

  

Shares issued

     6,921,554   

Dividends reinvested

     100,717   

Shares redeemed

     (114,006
  

 

 

 

Change in shares

     6,908,265   
  

 

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund*

Consolidated Financial Highlights

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

 

     January 10,
2012 to
December 31,
2012 (a)
 

Net Asset Value, Beginning of Period

   $ 10.00   
  

 

 

 

Investment Activities:

  

Net Investment Income/(Loss)

     0.08   

Net Realized and Unrealized Gains/(Losses) on Investments

     0.77   
  

 

 

 

Total from Investment Activities

     0.85   
  

 

 

 

Dividends to Shareholders From:

  

Net Investment Income

     (0.14

Net Realized Gains

     (0.02
  

 

 

 

Total Dividends

     (0.16
  

 

 

 

Net Asset Value, End of Period

   $ 10.69   
  

 

 

 

Total Return(b)

     8.50 %(c) 

Ratios to Average Net Assets/ Supplemental Data:

  

Net Assets, End of Period ($000’s)

   $ 73,830   

Net Investment Income/(Loss)(d)

     1.41

Expenses Before Reductions(d)(e)

     0.39

Expenses Net of Reductions(d)

     0.21

Portfolio Turnover Rate

     11 %(c) 

 

 

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

 

(a) Period from commencement of operations.

 

(b) 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.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

See accompanying notes to the consolidated financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Notes to the Consolidated Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Balanced Index Strategy Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

Consolidation of Subsidiaries

During the period from January 10, 2012 to December 10, 2012 the Fund’s primary vehicle for gaining exposure to derivatives is through investments in its wholly-owned and controlled subsidiary, the AZL MVP BIS Investments Trust (the “Subsidiary”). The Subsidiary was liquidated on December 10, 2012 at its net asset value on such date. The Subsidiary’s operations have been consolidated with the operations of the Fund through its liquidation on December 10, 2012.

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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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.

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $3.5 million as of December 31, 2012. The monthly average notional amount for these contracts was $1.8 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Consolidated Statement of
Assets and Liabilities
Location

   Total
Fair
Value*
    

Consolidated Statement of
Assets and Liabilities
Location

   Total Fair
Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $       Payable for variation margin on futures contracts    $ 15,344   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Consolidated Schedule of Portfolio Investments. Only current day's variation margin is reported within the Consolidated Statement of Assets and Liabilities as Variation margin on futures contracts.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the effect of derivative instruments on the Consolidated Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)
on Derivatives
Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
     Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts / change in unrealized appreciation/depreciation on investments    $ 111,358       $ (15,344

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.”

For the period ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual Expense Limit  

AZL MVP Balanced Index Strategy Fund

     0.10 %*      0.20

AZL MVP BIS Investments Trust**

     1.00     1.25

 

  * The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee.

 

  ** The AZL MVP BIS Investments Trust liquidated on December 10, 2012.

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 lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the period are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2012, 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 Consolidated 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, 2012, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Consolidated Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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 Consolidated 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 Consolidated 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 period ended December 31, 2012, $417 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 period ended December 31, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

For the period ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1     Level 2      Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 69,902,455      $       $ 69,902,455   

Unaffiliated Investment Company

     342,704                342,704   
  

 

 

   

 

 

    

 

 

 

Total Investment Securities

     70,245,159                70,245,159   
  

 

 

   

 

 

    

 

 

 

Other Financial Instruments:*

       

Futures Contracts

     (15,344             (15,344
  

 

 

   

 

 

    

 

 

 

Total Investment

   $ 70,229,815      $       $ 70,229,815   
  

 

 

   

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the consolidated financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the period ended December 31, 2012, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL MVP Balanced Index Strategy Fund

   $ 72,213,359       $ 4,216,458   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $68,418,613. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 1,961,211   

Unrealized depreciation

    (134,665
 

 

 

 

Net unrealized appreciation

  $ 1,826,546   
 

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Balanced Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL MVP Balanced Index Strategy Fund

   $ 959,198       $ 109,410       $ 1,068,608   

 

  (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, 2012, 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 MVP Balanced Index Strategy Fund

   $ 11,232       $ 16,821       $ 1,826,546       $ 1,854,599   

 

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

 

8. Subsequent Events

Management has evaluated events and transactions subsequent to period end through the date the consolidated financial statements were issued, for purposes of recognition or disclosure in these consolidated financial statements and there are no subsequent events to report.

 

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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 consolidated statement of assets and liabilities of AZL MVP Balanced Index Strategy Fund and Subsidiary (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the consolidated schedule of portfolio investments, as of December 31, 2012, and the related consolidated statements of operations and changes in net assets, and the consolidated financial highlights for the period January 10, 2012 (commencement of operations) to December 31, 2012. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audit.

We conducted our audit 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 consolidated financial statements and consolidated 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, 2012, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Fund and Subsidiary as of December 31, 2012, the results of its operations, the changes in its net assets, and the financial highlights for the period January 10, 2012 to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 17.51% 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, 2012, the Fund declared net long-term capital gain distributions of $109,410.

During the year ended December 31, 2012, the Fund declared net short-term capital gain distributions of $27,293.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share     Foreign Tax Expense Per Share  
$ 0.04      $ 0.00   

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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each Fund versus its benchmark, the Board receives reports on the extent to which the Fund’s performance may be attributed to various applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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

 

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decisions, cash and Fund fees. For example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

19


Table of Contents

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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

20


Table of Contents

Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

21


Table of Contents

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL® MVP BlackRock Global Allocation Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

Table of Contents

 

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Consolidated Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 25

Consolidated Statement of Operations

Page 25

Consolidated Statement of Changes in Net Assets

Page 26

Consolidated Financial Highlights

Page 27

Notes to the Consolidated Financial Statements

Page 28

Report of Independent Registered Public Accounting Firm

Page 42

Other Federal Income Tax Information

Page 43

Other Information

Page 44

Approval of Investment Advisory Agreement

Page 45

Information about the Board of Trustees and Officers

Page 48

 

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.


Table of Contents

AZL® MVP BlackRock Global Allocation Fund Review (unaudited)

Allianz Investment Management LLC serves as the Manager for the AZL® MVP BlackRock Global Allocation Fund.

What factors affected the Fund’s performance from its inception on January 10, 2012 to the period ended December 31, 2012?

From its inception on January 10, 2012 to the period ended December 31, 2012, the AZL® MVP BlackRock Global Allocation Fund returned 6.71%. That compared to a 9.47% total return for its benchmark, the Balanced Composite Index, which is comprised of an 36% weighting in the S&P 500 Index1, a 24% weighting in the FTSE All-World ex U.S. Index2, 24% weighting in the BofA Merrill Lynch 5-Year U.S. Treasury Bond Index3 and a 16% weighting in the Citigroup (Non-USD) World Government Bond Index4.

The AZL® MVP BlackRock Global Allocation Fund (the “Fund”) is a fund of funds that invests primarily in the shares of the AZL® BlackRock Global Allocation Fund—managed by the Manager. This underlying holding invests in a global portfolio of equity, debt and money market securities. The Fund also employs the MVP (Managed Volatility Portfolio) risk-management process that primarily uses derivatives and is intended to adjust the risk of the portfolio based on quantitative indicators of market risk, such as the current level of fund and market volatility.*

Stocks performed well during the period. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. However, the debt crisis in the European Union and questions about the strength of the U.S. economic recovery created concerns about global economic growth. This put a damper on equity markets during the middle of the period. The performance of domestic equity markets was more muted later in the period as the focus turned to the U.S. elections and the “fiscal cliff” negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks.

Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yields briefly dipped below 1.40%.

The Fund underperformed its benchmark during the period due to stock selection in the U.S., Canada, Australia, and the U.K. The Fund was also hurt by both stock selection and an overweight in the materials sector. Other factors detracting from relative performance included stock selection in the information technology sector and overweight positions in the energy sector and cash investments.*

Stock selection in the financials sector contributed to the Fund’s performance relative to its benchmark, although this was partially offset by an underweight in that sector. An overall underweight to fixed income securities also contributed to returns, and within fixed income an overweight to convertible and corporate bonds positively impacted relative performance.*

With the generally low volatility environment for most of 2012, the MVP risk management process worked as intended and had minimal impact on the Fund’s equity exposure or performance. Although the fund did invest in derivative instruments during the period, they had no significant impact on performance.*

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, 2012.

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 Financial Times Stock Exchange All-World ex U.S. Index (“FTSE World Index”) is part of a range of indexes designed to help United States investors benchmark their international investments. The index comprises large- (84%) and mid- (16%) cap stocks providing coverage of Developed and Emerging Markets (46 countries) excluding the United States. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization.

3 

The BofA Merrill Lynch 5-Year U.S. Treasury Bond Index is designed to track the total return of the current coupon 5-Year US Treasury bond.

4 

The Citigroup Non-U.S. Dollar World Government Bond Index is a market capitalization-weighted index that tracks 10 government bond indices, excluding the United States.

Investors cannot invest directly in an index.

 

1


Table of Contents

AZL® MVP BlackRock Global Allocation Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek high total investment return. 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.

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.

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.

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.

Aggregate Total Returns as of December 31, 2012

 

                 Since  
     3     6     Inception  
     Month     Month     (1/10/12)  

AZL® MVP BlackRock Global Allocation Fund

     1.24     5.97     6.71

S&P 500 Index

     –0.38     5.95     12.83

FTSE All-World ex U.S. Index

     6.10     14.20     15.59

BofA Merrill Lynch 5-Year U.S. Treasury Bond Index

     0.02     0.85     2.31

Barclays U.S. Aggregate Bond Index

     0.21     1.80     4.28

Citigroup Non-U.S. Dollar World Government Bond Index

     –2.36     1.53     2.41

Balanced Composite Index

     0.95     5.96     9.47

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® MVP BlackRock Global Allocation Fund

     1.34

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee. 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 0.15% through April 30, 2014. Additional information pertaining to the December 31, 2012 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 0.21%.

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 36% Standard & Poor’s 500 Index (“S&P 500”); 24% FTSE All-World ex U.S. Index; 24% BofA Merrill Lynch 5-Year U.S. Treasury Bond Index; and 16% Citigroup Non-U.S. Dollar World Government Bond. 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 FTSE All-World ex U.S. Index is part of a range of indexes designed to help U.S. investors benchmark their international investments. The index comprises large- (84%) and mid- (16%) cap stocks providing coverage of Developed and Emerging Markets (46 countries) excluding the U.S. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization. The BofA Merrill Lynch 5-Year U.S. Treasury Bond Index is designed to track the total return of the current coupon 5-Year U.S. Treasury bond. The Citigroup Non-U.S. Dollar World Government Bond Index is a market capitalization-weighted index that tracks 10 government bond indices, excluding the United States. 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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP BlackRock Global Allocation 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 if 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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL MVP BlackRock Global Allocation Fund

   $ 1,000.00       $ 1,059.70       $ 8.49         1.64

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

AZL MVP BlackRock Global Allocation Fund

   $ 1,000.00       $ 1,016.89       $ 8.31         1.64

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Consolidated Portfolio Composition

(Unaudited)

 

Investments

  Percent of
net assets (%)
 

Common Stocks

    54.5   

U.S. Treasury Obligations

    17.3   

Foreign Bonds

    11.2   

Convertible Bonds

    2.7   

Exchanged Traded Funds

    2.4   

Yankee Dollars

    1.8   

Corporate Bonds

    1.4   

Securities Held as Collateral for Securities on Loan

    1.2   

Preferred Stocks

    1.0   

Other Investments

    2.9   

Total Investment Securities

    96.4   

Net other assets (liabilities)

    3.6   
 

 

 

 

Net Assets

    100.0   
 

 

 

 

Country

   Percent of
net assets (%)
 

United States

     56.5   

Japan

     8.0   

United Kingdom

     5.4   

Germany

     4.0   

Canada

     3.0   

Australia

     2.5   

Brazil

     2.6   

Singapore

     2.3   

Switzerland

     1.8   

France

     1.8   

All other countries

     12.1   
  

 

 

 

Net Assets

     100.0   
  

 

 

 
 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks** (54.5%):

  

 

Aerospace & Defense (1.1%):

  

  8,110      

Boeing Co. (The)

   $ 611,170   
  12,551      

European Aeronautic Defence & Space Co. NV

     491,860   
  609      

General Dynamics Corp.

     42,185   
  542      

L-3 Communications Holdings, Inc.

     41,528   
  2,185      

Precision Castparts Corp.

     413,883   
  16,390      

Safran SA

     715,106   
  13,582      

Spirit AeroSystems Holdings, Inc., Class A*

     230,487   
  13,330      

United Technologies Corp.

     1,093,193   
     

 

 

 
        3,639,412   
     

 

 

 

 

Air Freight & Logistics (0.1%):

  

  5,315      

United Parcel Service, Inc., Class B

     391,875   
     

 

 

 

 

Airlines (0.1%):

  

  4,600      

Japan Airlines Co., Ltd.*

     196,923   
     

 

 

 

 

Auto Components (0.7%):

  

  5,500      

AISIN SEIKI Co., Ltd.

     171,560   
  449      

Autoliv, Inc.^

     30,258   
  2,606      

BorgWarner, Inc.*

     186,641   
  23,400      

Bridgestone Corp.

     606,659   
  58,282      

Cheng Shin Rubber Industry Co., Ltd.

     151,727   
  3,129      

Delphi Automotive plc*

     119,684   
  8,200      

DENSO Corp.

     285,368   
  10,100      

Futaba Industrial Co., Ltd.

     43,718   
  5,548      

Johnson Controls, Inc.

     170,324   
  900      

Lear Corp.

     42,156   
  16,000      

Toyota Industries Corp.

     510,818   
     

 

 

 
        2,318,913   
     

 

 

 

 

Automobiles (1.4%):

  

  2,815      

Bayerische Motoren Werke AG (BMW)

     271,453   
  10,000      

Daihatsu Motor Co., Ltd.

     197,830   
  1,763      

Daimler AG, Registered Shares

     96,328   
  50,000      

Dongfeng Motor Corp., H Shares

     78,739   
  39,366      

Ford Motor Co.

     509,790   
  60,000      

Fuji Heavy Industries, Ltd.

     755,608   
  21,614      

General Motors Co.*

     623,131   
  18,200      

Honda Motor Co., Ltd.

     670,939   
  1,754      

Hyundai Motor Co.*

     361,060   
  35,000      

Suzuki Motor Corp.

     915,120   
  79,000      

Yulon Motor Co., Ltd.

     152,069   
     

 

 

 
        4,632,067   
     

 

 

 

 

Beverages (0.9%):

  

  20,241      

Coca-Cola Co. (The)

     733,736   
Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Beverages, continued

  

  1,521      

Constellation Brands, Inc., Class A*

   $ 53,828   
  13,757      

DE Master Blenders 1753 NV*

     160,004   
  3,958      

Diageo plc, ADR

     461,424   
  2,262      

Dr Pepper Snapple Group, Inc.

     99,935   
  1,623      

Fomento Economico Mexicano SAB de C.V., ADR

     163,436   
  22,000      

Kirin Holdings Co., Ltd.

     258,554   
  13,334      

PepsiCo, Inc.

     912,446   
     

 

 

 
        2,843,363   
     

 

 

 

 

Biotechnology (0.05%):

  

  4,893      

Amgen, Inc.

     422,364   
  3,844      

Celgene Corp.*

     302,600   
  3,536      

Cubist Pharmaceuticals, Inc.*

     148,724   
  4,541      

Gilead Sciences, Inc.*

     333,536   
  2,028      

Onyx Pharmaceuticals, Inc.*

     153,175   
  2,961      

United Therapeutics Corp.*

     158,177   
  5,200      

Vertex Pharmaceuticals, Inc.*

     218,088   
     

 

 

 
        1,736,664   
     

 

 

 

 

Building Products (0.1%):

  

  4,900      

Daikin Industries, Ltd.

     168,395   
  707,638      

Yuanda China Holdings, Ltd.

     85,002   
     

 

 

 
        253,397   
     

 

 

 

 

Capital Markets (1.3%):

  

  651      

Ameriprise Financial, Inc.

     40,772   
  29,768      

Bank of New York Mellon Corp. (The)

     765,038   
  18,432      

Charles Schwab Corp. (The)

     264,684   
  9,376      

Deutsche Bank AG, Registered Shares

     408,443   
  6,533      

Goldman Sachs Group, Inc. (The)

     833,350   
  11,687      

Morgan Stanley

     223,455   
  139,300      

Nomura Holdings, Inc.

     822,608   
  3,863      

Northern Trust Corp.

     193,768   
  11,135      

State Street Corp.

     523,456   
  17,958      

UBS AG, Registered Shares

     282,488   
     

 

 

 
        4,358,062   
     

 

 

 

 

Chemicals (2.9%):

  

  3,734      

Agrium, Inc.

     373,064   
  38,000      

Asahi Kasei Corp.

     224,442   
  2,047      

BASF SE

     192,378   
  815      

CF Industries Holdings, Inc.

     165,575   
  1,000      

Cheil Industries, Inc.*

     88,507   
  243,460      

China BlueChemical, Ltd., H shares

     163,513   
 

 

continued

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Chemicals, continued

  

  12,739      

Dow Chemical Co. (The)

   $ 411,724   
  8,788      

E.I. du Pont de Nemours & Co.

     395,196   
  838      

Eastman Chemical Co.

     57,026   
  18,393      

FMC Corp.

     1,076,359   
  14,300      

Hitachi Chemical Co., Ltd.

     213,180   
  10,800      

JSR Corp.

     204,068   
  14,900      

Kuraray Co., Ltd.

     195,112   
  4,866      

Lanxess AG

     425,516   
  3,996      

Linde AG

     696,780   
  35,829      

Mexichem SAB de C.V.

     199,061   
  5,264      

Monsanto Co.

     498,238   
  3,200      

Nitto Denko Corp.

     157,469   
  6,711      

Orica, Ltd.

     176,433   
  16,656      

Potash Corp. of Saskatchewan, Inc.

     677,733   
  483      

PPG Industries, Inc.

     65,374   
  1,567      

Praxair, Inc.

     171,508   
  148,400      

PTT Global Chemical pcl

     344,026   
  11,400      

Shin-Etsu Chemical Co., Ltd.

     696,427   
  2,475      

Sociedad Quimica y Minera de Chile SA, ADR

     142,659   
  3,103      

Syngenta AG, Registered Shares

     1,252,040   
  84,000      

Ube Industries, Ltd.

     202,042   
     

 

 

 
        9,465,450   
     

 

 

 

 

Commercial Banks (2.8%):

  

  23,769      

Banco Bilbao Vizcaya Argentaria SA

     218,183   
  43,730      

Banco Santander SA

     352,558   
  4,758      

Bank of Nova Scotia

     274,934   
  10,212      

BB&T Corp.

     297,271   
  13,500      

BNP Paribas SA

     760,870   
  93,282      

HSBC Holdings plc

     986,472   
  209,230      

Intesa Sanpaolo

     361,927   
  385,352      

Lloyds Banking Group plc*

     308,726   
  2,035      

M&T Bank Corp.

     200,386   
  92,900      

Mitsubishi UFJ Financial Group, Inc.

     499,994   
  42,000      

Oversea-Chinese Banking Corp., Ltd.

     338,014   
  111,296      

Sberbank

     343,834   
  40,900      

Siam Commercial Bank plc

     243,595   
  22,500      

Sumitomo Mitsui Financial Group, Inc.

     817,545   
  6,765      

Svenska Handelsbanken AB, A Shares

     242,500   
  2,195      

Toronto-Dominion Bank (The)

     184,867   
  17,874      

U.S. Bancorp

     570,896   
Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Commercial Banks, continued

  

  49,773      

UniCredit SpA*

   $ 245,756   
  46,744      

Wells Fargo & Co.

     1,597,710   
     

 

 

 
        8,846,038   
     

 

 

 

 

Communications Equipment (0.7%):

  

  38,534      

Cisco Systems, Inc.

     757,193   
  927      

Motorola Solutions, Inc.

     51,615   
  23,636      

QUALCOMM, Inc.

     1,465,905   
     

 

 

 
        2,274,713   
     

 

 

 

 

Computers & Peripherals (1.6%):

  

  6,701      

Apple, Inc.

     3,571,833   
  30,442      

EMC Corp.*

     770,183   
  11,109      

Fusion-io, Inc.*^

     254,729   
  16,926      

SanDisk Corp.*

     737,297   
  1,048      

Western Digital Corp.

     44,530   
     

 

 

 
        5,378,572   
     

 

 

 

 

Construction & Engineering (0.3%):

  

  17,000      

JGC Corp.

     529,680   
  7,887      

KBR, Inc.

     235,979   
  38,000      

Okumura Corp.

     154,696   
  43,000      

Toda Corp.

     130,319   
     

 

 

 
        1,050,674   
     

 

 

 

 

Consumer Finance (0.5%):

  

  10,697      

American Express Co.

     614,864   
  7,711      

Capital One Financial Corp.

     446,698   
  11,788      

Discover Financial Services

     454,427   
     

 

 

 
        1,515,989   
     

 

 

 

 

Containers & Packaging (0.0%):

  

  3,666      

Crown Holdings, Inc.*

     134,945   
     

 

 

 

 

Diversified Consumer Services (0.1%):

  

  10,000      

Anhanguera Educacional Participacoes SA

     170,881   
     

 

 

 

 

Diversified Financial Services (1.4%):

  

  90,465      

Bank of America Corp.

     1,049,394   
  24,720      

Citigroup, Inc.

     977,923   
  3,163      

Deutsche Boerse AG

     193,035   
  300,000      

General Electric Capital Corp., Series B

     326,694   
  39,441      

ING Groep NV*

     377,119   
  34,458      

JPMorgan Chase & Co.

     1,515,118   
     

 

 

 
        4,439,283   
     

 

 

 

 

Diversified Telecommunication Services (2.1%):

  

  45,438      

AT&T, Inc.

     1,531,715   
  3,449      

BCE, Inc.

     147,859   
  132,191      

BT Group plc

     498,215   
  27,503      

Chunghwa Telecom Co., Ltd.

     89,496   
  7,325      

Chunghwa Telecom Co., Ltd., ADR^

     236,892   
 

 

continued

 

5


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Diversified Telecommunication Services, continued

  

  44,141      

Deutsche Telekom AG, Registered Shares

   $ 501,439   
  20,954      

Koninklijke (Royal) KPN NV

     103,610   
  5,587      

KT Corp., ADR*

     93,527   
  1,050      

KT Corp.*

     34,912   
  8,400      

Nippon Telegraph & Telephone Corp.

     352,913   
  88,641      

PT Telekomunikasi Indonesia Tbk

     83,467   
  145,000      

Singapore Telecommunications, Ltd.

     394,449   
  565      

Swisscom AG, Registered Shares

     243,747   
  10,259      

Telefonica Brasil SA, ADR

     246,832   
  26,205      

Telefonica Deutschland Holding AG*

     199,864   
  11,751      

Telefonica SA

     159,546   
  101,200      

Telekom Malaysia Berhad

     200,092   
  45,043      

Telstra Corp., Ltd.

     205,143   
  2,586      

TELUS Corp.

     169,297   
  19,067      

Verizon Communications, Inc.

     825,029   
  16,489      

Ziggo NV

     532,847   
     

 

 

 
        6,850,891   
     

 

 

 

 

Electric Utilities (0.7%):

  

  8,773      

American Electric Power Co., Inc.

     374,432   
  1,130      

Duke Energy Corp.

     72,094   
  91,628      

Federal Hydrogenerating Co. (RusHydro), ADR

     214,641   
  10,334      

NextEra Energy, Inc.

     715,009   
  11,163      

PPL Corp.

     319,597   
  23,731      

Scottish & Southern Energy plc

     548,363   
     

 

 

 
        2,244,136   
     

 

 

 

 

Electrical Equipment (0.3%):

  

  2,489      

Eaton Corp. plc

     134,904   
  7,638      

Rockwell Automation, Inc.

     641,516   
  13,400      

Sumitomo Electric Industries, Ltd.

     155,094   
     

 

 

 
        931,514   
     

 

 

 

 

Electronic Equipment, Instruments & Components (0.6%):

  

  60,273      

Corning, Inc.

     760,645   
  55,000      

Hitachi, Ltd.

     323,737   
  16,000      

HOYA Corp.

     315,078   
  1,700      

KYOCERA Corp.

     154,185   
  5,200      

Murata Manufacturing Co., Ltd.

     306,743   
  1,200      

TE Connectivity, Ltd.

     44,544   
     

 

 

 
        1,904,932   
     

 

 

 
Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Energy Equipment & Services (0.8%):

  

  572      

Diamond Offshore Drilling, Inc.^

   $ 38,873   
  10,420      

Halliburton Co.

     361,470   
  722      

Helmerich & Payne, Inc.

     40,439   
  14,722      

McDermott International, Inc.*

     162,236   
  9,996      

National-Oilwell Varco, Inc.

     683,227   
  16,091      

Schlumberger, Ltd.

     1,114,945   
  1,195      

Technip-Coflexip SA

     137,564   
  4,423      

Tenaris SA, ADR

     185,412   
     

 

 

 
        2,724,166   
     

 

 

 

 

Food & Staples Retailing (0.5%):

  

  10,130      

CVS Caremark Corp.

     489,786   
  1,680      

Kroger Co. (The)

     43,714   
  14,919      

Wal-Mart Stores, Inc.

     1,017,922   
     

 

 

 
        1,551,422   
     

 

 

 

 

Food Products (1.6%):

  

  32,833      

Cosan, Ltd., Class A Shares

     568,340   
  10,415      

General Mills, Inc.

     420,870   
  7,568      

H.J. Heinz Co.

     436,522   
  11,452      

Hillshire Brands Co.

     322,259   
  13,011      

Kraft Foods Group, Inc., Class A

     591,611   
  8,146      

Mead Johnson Nutrition Co.

     536,740   
  22,479      

Mondelez International, Inc., Class A

     572,540   
  14,457      

Nestle SA, Registered Shares

     942,480   
  22,850      

SLC Agricola SA

     221,831   
  5,913      

Unilever NV

     223,094   
  2,150      

Unilever NV, NYS

     82,345   
  2,377      

Unilever plc, ADR

     92,037   
  3,909      

Unilever plc

     148,354   
     

 

 

 
        5,159,023   
     

 

 

 

 

Gas Utilities (0.2%):

  

  54,000      

China Resources Gas Group, Ltd.

     111,692   
  101,000      

Tokyo Gas Co., Ltd.

     461,844   
     

 

 

 
        573,536   
     

 

 

 

 

Health Care Equipment & Supplies (0.3%):

  

  4,100      

Covidien plc

     236,734   
  8,066      

Medtronic, Inc.

     330,868   
  5,410      

St. Jude Medical, Inc.

     195,517   
  3,200      

Terumo Corp.

     127,168   
     

 

 

 
        890,287   
     

 

 

 

 

Health Care Providers & Services (2.4%):

  

  12,761      

Aetna, Inc.

     590,834   
  6,526      

AmerisourceBergen Corp.

     281,793   
  45,100      

Bangkok Dusit Medical Services plc, Class F

     168,251   
 

 

continued

 

6


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Health Care Providers & Services, continued

  

  14,901      

Cardinal Health, Inc.

   $ 613,623   
  5,593      

CIGNA Corp.

     299,002   
  898      

Coventry Health Care, Inc.

     40,257   
  2,580      

DaVita, Inc.*

     285,167   
  6,821      

Express Scripts Holding Co.*

     368,334   
  2,093      

Fresenius Medical Care AG & Co., KGaA

     144,594   
  4,445      

Fresenius SE & Co. KGaA

     511,530   
  15,276      

HCA Holdings, Inc.

     460,877   
  8,664      

HealthSouth Corp.*

     182,897   
  7,032      

Humana, Inc.

     482,606   
  571,900      

IHH Healthcare Bhd*

     633,195   
  49,787      

Life Healthcare Group Holdings Pte, Ltd.

     200,304   
  4,803      

McKesson, Inc.

     465,699   
  28,480      

NMC Health plc*

     92,063   
  47,000      

Raffles Medical Group, Ltd.

     100,810   
  69,597      

Sinopharm Group Co., H Shares

     221,065   
  16,152      

UnitedHealth Group, Inc.

     876,085   
  10,931      

Universal Health Services, Inc., Class B

     528,514   
  3,463      

WellPoint, Inc.

     210,966   
     

 

 

 
        7,758,466   
     

 

 

 

 

Hotels, Restaurants & Leisure (0.3%):

  

  10,446      

International Game Technology

     148,020   
  8,851      

McDonald’s Corp.

     780,746   
  837      

Wyndham Worldwide Corp.

     44,537   
     

 

 

 
        973,303   
     

 

 

 

 

Household Durables (0.3%):

  

  25,893      

Cyrela Brazil Realty SA Empreendimentos e Participacoes

     228,326   
  1,000      

Garmin, Ltd.^

     40,820   
  44,340      

MRV Engenharia e Participacoes SA

     266,334   
  20,599      

PulteGroup, Inc.*

     374,078   
  2,600      

Rinnai Corp.

     176,675   
  6,000      

Sekisui Chemical Co., Ltd.

     51,970   
     

 

 

 
        1,138,203   
     

 

 

 

 

Household Products (0.7%):

  

  5,484      

Colgate-Palmolive Co.

     573,297   
  3,483      

Kimberly-Clark Corp.

     294,070   
  19,800      

Procter & Gamble Co. (The)

     1,344,222   
     

 

 

 
        2,211,589   
     

 

 

 

 

Independent Power Producers & Energy Traders (0.2%):

  

  24,646      

AES Corp. (The)

     263,712   
Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Independent Power Producers & Energy Traders, continued

  

  22,022      

Calpine Corp.*

   $ 399,259   
     

 

 

 
        662,971   
     

 

 

 

 

Industrial Conglomerates (1.3%):

  

  4,489      

3M Co.

     416,804   
  110,719      

Beijing Enterprises Holdings, Ltd.

     725,934   
  96,133      

General Electric Co.

     2,017,831   
  47,000      

Keppel Corp., Ltd.

     427,187   
  4,187      

Siemens AG, Registered Shares

     455,032   
  477,276      

Tianjin Development Holdings, Ltd.*

     266,730   
     

 

 

 
        4,309,518   
     

 

 

 

 

Insurance (2.1%):

  

  10,300      

ACE, Ltd.

     821,940   
  6,100      

American International Group, Inc.*

     215,330   
  13,497      

Amlin plc

     81,979   
  2,729      

Arch Capital Group, Ltd.*

     120,131   
  21,196      

AXA SA

     383,349   
  1,033      

Axis Capital Holdings, Ltd.

     35,783   
  2,316      

Berkshire Hathaway, Inc., Class B*

     207,745   
  4,453      

Chubb Corp. (The)

     335,400   
  1,440      

CNA Financial Corp.

     40,334   
  7,524      

Fidelity National Financial, Inc., Class A

     177,190   
  1,954      

Lincoln National Corp.

     50,609   
  6,740      

MetLife, Inc.

     222,016   
  18,200      

MS&AD Insurance Group Holdings, Inc.

     363,671   
  1,043      

Muenchener Rueckversicherungs-Gesellschaft AG, Registered Shares

     187,243   
  1,773      

Platinum Underwriters Holdings, Ltd.

     81,558   
  12,630      

Progressive Corp. (The)

     266,493   
  2,959      

Prudential Financial, Inc.

     157,803   
  18,014      

QBE Insurance Group, Ltd.

     206,131   
  625      

Reinsurance Group of America, Inc.

     33,450   
  2,172      

RenaissanceRe Holdings,
Ltd.

     176,496   
  10,800      

Sony Financial Holdings, Inc.

     194,305   
  2,269      

StanCorp Financial Group, Inc.

     83,204   
  31,700      

Tokio Marine Holdings, Inc.

     884,013   
  748      

Torchmark Corp.

     38,649   
  7,711      

Travelers Cos., Inc. (The)

     553,805   
 

 

continued

 

7


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Insurance, continued

  

  1,879      

UnumProvident Corp.

   $ 39,121   
  22,618      

XL Group plc

     566,807   
  848      

Zurich Insurance Group AG

     226,810   
     

 

 

 
        6,751,365   
     

 

 

 

 

Internet & Catalog Retail (0.1%):

  

  941      

Expedia, Inc.

     57,824   
  17,100      

Rakuten, Inc.

     133,381   
     

 

 

 
        191,205   
     

 

 

 

 

Internet Software & Services (0.6%):

  

  1,547      

Baidu, Inc., ADR*

     155,149   
  1,745      

Google, Inc., Class A*

     1,237,851   
  5,274      

Project Eagle Shell(b)*

     88,603   
  18,506      

Project Eagle Shell, Series D(b)*

     314,602   
  475      

Yahoo! Japan Corp.

     153,769   
     

 

 

 
        1,949,974   
     

 

 

 

 

IT Services (0.8%):

  

  700      

Accenture plc, Class A

     46,550   
  418      

Alliance Data Systems Corp.*^

     60,510   
  1,478      

Amdocs, Ltd.

     50,237   
  1,382      

Computer Sciences Corp.

     55,349   
  1,446      

Fidelity National Information Services, Inc.

     50,335   
  1,938      

MasterCard, Inc., Class A

     952,101   
  9,180      

Visa, Inc., Class A

     1,391,504   
     

 

 

 
        2,606,586   
     

 

 

 

 

Leisure Equipment & Products (0.1%):

  

  11,837      

Mattel, Inc.

     433,471   
     

 

 

 

 

Life Sciences Tools & Services (0.5%):

  

  6,077      

Agilent Technologies, Inc.

     248,792   
  3,093      

Life Technologies Corp.*

     151,804   
  996      

Mettler-Toledo International, Inc.*

     192,527   
  6,574      

PerkinElmer, Inc.

     208,659   
  5,569      

Thermo Fisher Scientific, Inc.

     355,191   
  3,597      

Waters Corp.*

     313,371   
     

 

 

 
        1,470,344   
     

 

 

 

 

Machinery (0.8%):

  

  1,049      

CNH Global NV, NYS

     42,264   
  2,016      

Cummins, Inc.

     218,434   
  1,700      

Fanuc, Ltd.

     316,193   
  53,654      

Fiat Industrial SpA

     588,221   
  54,796      

Haitian International Holdings, Ltd.

     65,434   
  75,000      

IHI Corp.

     192,813   
  41,439      

Invensys plc

     225,104   
  52,000      

Kubota Corp.

     597,345   
  6,829      

Navistar International Corp.*^

     148,667   
Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Machinery, continued

  

  5,416      

PACCAR, Inc.

   $ 244,857   
  482      

Parker Hannifin Corp.

     40,999   
     

 

 

 
        2,680,331   
     

 

 

 

 

Marine (0.1%):

  

  22      

A.P. Moller - Maersk A/S, Class B

     168,422   
     

 

 

 

 

Media (1.0%):

  

  38,242      

Comcast Corp., Class A

     1,429,487   
  1,523      

DISH Network Corp., Class A

     55,437   
  5,656      

Eutelsat Communications

     187,779   
  4,019      

Kabel Deutschland Holding AG

     300,500   
  1,921      

Liberty Media Corp. - Liberty Capital, Class A*

     222,855   
  10,376      

Manchester United plc, Class A*^

     145,783   
  784      

McGraw-Hill Cos., Inc. (The)

     42,861   
  10,570      

Shaw Communications, Inc., Class B^

     242,778   
  27,000      

Singapore Press Holdings, Ltd.

     89,355   
  5,713      

Time Warner Cable, Inc.

     555,246   
  26,010      

Zon Multimedia Servicos de Telecommunicacoes e Multimedia SGPS SA

     102,545   
     

 

 

 
        3,374,626   
     

 

 

 

 

Metals & Mining (2.0%):

  

  27,115      

Alcoa, Inc.

     235,358   
  13,636      

Antofagasta plc

     302,956   
  22,903      

BHP Billiton plc

     804,673   
  6,285      

Detour Gold Corp.*

     157,315   
  25,726      

Eldorado Gold Corp.

     331,147   
  3,083      

Freeport-McMoRan Copper & Gold, Inc.

     105,439   
  19,971      

Glencore International plc^

     116,367   
  32,663      

Goldcorp, Inc.

     1,198,731   
  28,184      

Kinross Gold Corp.

     273,791   
  6,160      

Kinross Gold Corp.

     59,875   
  12,806      

Newcrest Mining, Ltd.

     298,907   
  13,239      

Newmont Mining Corp.

     614,819   
  26,702      

Osisko Mining Corp.*

     214,819   
  69,095      

Polyus Gold International, Ltd.*

     230,790   
  388      

POSCO

     126,879   
  1,720      

POSCO, ADR

     141,298   
  9,237      

Rio Tinto plc

     538,178   
  12,660      

Silver Wheaton Corp.

     456,773   
 

 

continued

 

8


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Metals & Mining, continued

  

  10,240      

Stillwater Mining Co.*^

   $ 130,867   
  1,193      

Teck Resources, Ltd., Class B

     43,366   
     

 

 

 
        6,382,348   
     

 

 

 

 

Multiline Retail (0.1%):

  

  6,833      

Kohl’s Corp.

     293,683   
  922      

Macy’s, Inc.

     35,976   
     

 

 

 
        329,659   
     

 

 

 

 

Multi-Utilities (0.4%):

  

  8,922      

CMS Energy Corp.

     217,518   
  10,877      

Dominion Resources, Inc.

     563,429   
  56,668      

National Grid plc

     648,997   
     

 

 

 
        1,429,944   
     

 

 

 

 

Office Electronics (0.2%):

  

  14,300      

Canon, Inc.

     560,974   
     

 

 

 

 

Oil, Gas & Consumable Fuels (5.7%):

  

  4,628      

Anadarko Petroleum Corp.

     343,907   
  3,352      

Apache Corp.

     263,132   
  41,853      

Athabasca Oil Corp.*

     439,827   
  59,489      

BG Group plc

     997,369   
  9,498      

BP plc, ADR

     395,497   
  30,976      

BP plc

     214,592   
  10,773      

Canadian Natural Resources, Ltd.

     311,017   
  386      

Chevron Corp.

     41,742   
  12,905      

Cobalt International Energy, Inc.*

     316,947   
  735      

ConocoPhillips

     42,623   
  20,209      

CONSOL Energy, Inc.

     648,709   
  15,576      

Devon Energy Corp.

     810,575   
  33,033      

Eni SpA

     814,817   
  2,685      

EOG Resources, Inc.

     324,321   
  17,628      

Genel Energy plc*

     225,114   
  92      

INPEX Corp.

     491,075   
  18,664      

KazMunaiGas Exploration Production, Registered Shares, GDR

     337,638   
  40,729      

Marathon Oil Corp.

     1,248,751   
  27,007      

Marathon Petroleum Corp.

     1,701,441   
  4,029      

Murphy Oil Corp.

     239,927   
  20,390      

Occidental Petroleum Corp.

     1,562,078   
  26,526      

Petroleo Brasileiro SA, ADR

     511,953   
  25,921      

Phillips 66

     1,376,405   
  19,200      

PTT pcl

     209,494   
  23,859      

QEP Resources, Inc.

     722,212   
  4,962      

Royal Dutch Shell plc, ADR

     342,130   
  9,156      

SM Energy Co.

     478,035   
  5,980      

Statoil ASA

     150,121   
  26,579      

Suncor Energy, Inc.

     874,295   
  1,282      

Suncor Energy, Inc.

     42,280   
  13,918      

Total SA, ADR

     723,875   
Shares               
Fair
Value
 

 

Oil, Gas & Consumable Fuels, continued

  

  10,863      

Total SA

   $ 562,178   
  1,689      

Valero Energy Corp.

     57,629   
  12,995      

Whiting Petroleum Corp.*

     563,593   
     

 

 

 
        18,385,299   
     

 

 

 

 

Paper & Forest Products (0.0%):

  

  1,419      

International Paper Co.

     56,533   
     

 

 

 

 

Personal Products (0.1%):

  

  34,259      

Hypermarcas SA*

     283,863   
  3,900      

Kao Corp.

     101,630   
     

 

 

 
        385,493   
     

 

 

 

 

Pharmaceuticals (3.3%):

  

  8,619      

Abbott Laboratories

     564,545   
  6,681      

Allergan, Inc.

     612,848   
  3,900      

Astellas Pharma, Inc.

     175,223   
  16,924      

AstraZeneca plc

     799,963   
  823      

AstraZeneca plc, ADR

     38,903   
  3,170      

Bayer AG

     300,997   
  13,292      

Bristol-Myers Squibb Co.

     433,186   
  941      

GlaxoSmithKline plc, ADR

     40,905   
  150,000      

Hypermarcas SA^(a)

     162,375   
  16,855      

Johnson & Johnson Co.

     1,181,536   
  18,000      

Kyowa Hakko Kogyo Co., Ltd.

     177,791   
  26,920      

Merck & Co., Inc.

     1,102,105   
  14,385      

Mylan, Inc.*

     395,300   
  5,263      

Novartis AG, Registered Shares

     333,300   
  2,196      

Perrigo Co.

     228,450   
  66,973      

Pfizer, Inc.

     1,679,682   
  4,734      

Roche Holding AG

     964,696   
  891      

Sanofi, ADR

     42,216   
  5,844      

Sanofi

     554,154   
  14,640      

Shire plc

     449,567   
  3,200      

Takeda Pharmaceutical Co., Ltd.

     143,032   
  8,248      

Teva Pharmaceutical Industries, Ltd., ADR

     307,980   
  3,724      

Valeant Pharmaceuticals International, Inc.*

     222,583   
     

 

 

 
        10,911,337   
     

 

 

 

 

Professional Services (0.1%):

  

  20,118      

Qualicorp SA*

     209,432   
     

 

 

 

 

Real Estate Investment Trusts (REITs) (0.7%):

  

  9,715      

American Capital Agency Corp.

     281,152   
  6,632      

American Tower Corp.

     512,454   
  4,100      

Equity Residential Property Trust

     232,347   
  4,563      

Health Care REIT, Inc.,
Series I

     260,804   
 

 

continued

 

9


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Real Estate Investment Trusts (REITs), continued

  

  118,965      

Link REIT (The)

   $ 595,015   
  77,900      

Macquarie Mexico Real Estate Management SA de CV(b)*

     151,459   
  875      

Simon Property Group, Inc.

     138,329   
  725      

Unibail

     177,465   
     

 

 

 
        2,349,025   
     

 

 

 

 

Real Estate Management & Development (0.8%):

  

  11,592      

BR Malls Participacoes SA

     153,608   
  8,983      

Brookfield Asset Management, Inc., Class A

     329,227   
  136,000      

CapitaLand, Ltd.

     417,340   
  13,000      

Mitsui Fudosan Co., Ltd.

     317,659   
  59,321      

St. Joe Co. (The)*^

     1,369,129   
     

 

 

 
        2,586,963   
     

 

 

 

 

Road & Rail (0.7%):

  

  46,740      

Asciano, Ltd.

     228,366   
  3,720      

Canadian Pacific Railway, Ltd.

     378,026   
  589      

Canadian Pacific Railway, Ltd.,
Class 1

     59,765   
  10,200      

East Japan Railway Co.

     659,608   
  6,905      

Union Pacific Corp.

     868,097   
  4,100      

West Japan Railway Co.

     161,496   
     

 

 

 
        2,355,358   
     

 

 

 

 

Semiconductors & Semiconductor Equipment (1.5%):

  

  25,204      

Applied Materials, Inc.

     288,334   
  6,119      

ASML Holding NV

     396,097   
  770      

ASML Holding NV, NYS

     49,596   
  46,549      

Freescale Semiconductor, Ltd.*^

     512,504   
  55,639      

Intel Corp.

     1,147,833   
  824      

KLA-Tencor Corp.

     39,354   
  4,200      

ROHM Co., Ltd.

     136,466   
  1,457      

Samsung Electronics Co., Ltd.

     2,085,539   
  96,836      

Taiwan Semiconductor Manufacturing Co., Ltd.

     324,113   
     

 

 

 
        4,979,836   
     

 

 

 

 

Software (1.8%):

  

  64,018      

Activision Blizzard, Inc.

     679,871   
  1,608      

Adobe Systems, Inc.*

     60,589   
  1,620      

CA, Inc.

     35,608   
  818      

Check Point Software Technologies, Ltd.*

     38,970   
  2,500      

Citrix Systems, Inc.*

     164,375   
  40,111      

Electronic Arts, Inc.*

     582,813   
  635      

Intuit, Inc.

     37,783   
  38,742      

Microsoft Corp.

     1,035,574   
Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Software, continued

  

  2,500      

Nintendo Co., Ltd.

   $ 266,797   
  69,831      

Oracle Corp.

     2,326,768   
  3,150      

Red Hat, Inc.*

     166,824   
  2,685      

SAP AG

     215,062   
  1,820      

Symantec Corp.*

     34,234   
  7,617      

TIBCO Software, Inc.*

     167,650   
  1,700      

VMware, Inc., Class A*^

     160,038   
     

 

 

 
        5,972,956   
     

 

 

 

 

Specialty Retail (0.3%):

  

  660      

Ross Stores, Inc.

     35,739   
  8,190      

Tiffany & Co.

     469,615   
  7,610      

Yamada Denki Co., Ltd.^

     293,514   
  123,384      

Zhongsheng Group Holdings, Ltd.

     188,418   
     

 

 

 
        987,286   
     

 

 

 

 

Textiles, Apparel & Luxury Goods (0.1%):

  

  539      

Coach, Inc.

     29,920   
  2,315      

LVMH Moet Hennessy Louis Vuitton SA

     431,345   
     

 

 

 
        461,265   
     

 

 

 

 

Tobacco (0.0%):

  

  2,900      

British American Tobacco Malaysia Berhad

     58,887   
  582      

KT&G Corp.*

     44,142   
  582      

Philip Morris International, Inc.

     48,678   
     

 

 

 
        151,707   
     

 

 

 

 

Trading Companies & Distributors (0.5%):

  

  24,600      

Mitsubishi Corp.

     472,937   
  72,200      

Mitsui & Co., Ltd.

     1,080,320   
  12,400      

Sumitomo Corp.

     158,968   
     

 

 

 
        1,712,225   
     

 

 

 

 

Transportation Infrastructure (0.2%):

  

  615,711      

Delta Topco, Ltd.*(b)

     380,017   
  17,381      

Novorossiysk Commercial Sea Trade Port, Registered Shares, GDR

     119,767   
     

 

 

 
        499,784   
     

 

 

 

 

Water Utilities (0.1%):

  

  8,154      

American Water Works Co., Inc.

     302,758   
     

 

 

 

 

Wireless Telecommunication Services (1.1%):

  

  21,626      

America Movil SAB de CV,
Series L, ADR

     500,426   
  235,600      

Axiata Group Berhad

     509,258   
  3,108      

Crown Castle International Corp.*

     224,273   
 

 

continued

 

10


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Shares               
Fair
Value
 

 

Common Stocks, continued**

  

 

Wireless Telecommunication Services, continued

  

  72,590      

Far EasTone Telecommunications Co., Ltd.

   $ 185,477   
  5,300      

KDDI Corp.

     374,430   
  9,272      

Leap Wireless International, Inc.*^

     61,659   
  29,186      

MetroPCS Communications, Inc.*

     290,109   
  434      

Millicom International Cellular SA, SDR

     37,739   
  4,596      

MTN Group, Ltd.

     96,744   
  289      

NTT DOCOMO, Inc.

     415,119   
  2,073      

Philippine Long Distance Telephone Co., ADR

     127,096   
  5,757      

Rogers Communications, Inc., Class B

     262,059   
  1,700      

SOFTBANK Corp.

     62,217   
  10,744      

Vodafone Group plc, ADR

     270,642   
  90,274      

Vodafone Group plc

     226,991   
     

 

 

 
        3,644,239   
     

 

 

 

 

Total Common Stocks (Cost $162,713,798)

     177,811,926   
     

 

 

 

 

Preferred Stocks** (1.0%):

  

 

Automobiles (0.3%):

  

  3,909      

Volkswagen AG, Preferred Shares

     889,219   
     

 

 

 

 

Commercial Banks (0.7%):

  

  12,582      

Citigroup Capital XIII, Preferred Shares

     351,038   
  15,500      

GMAC Capital Trust I,
Series 2, Preferred Shares

     413,074   
  8,233      

HSBC Holdings plc, Series 2, Preferred Shares

     226,901   
  17,685      

Itau Unibanco Holding SA, Preferred Shares

     292,189   
  5,440      

RBS Capital Funding Trust VII,
Series G, Preferred Shares

     112,717   
  8,669      

Royal Bank of Scotland Group plc,
Series T, Preferred Shares, ADR

     207,276   
  4,850      

Royal Bank of Scotland Group plc,
Series M, Preferred Shares, ADR

     109,562   
  2,900      

Royal Bank of Scotland Group plc,
Series Q, Preferred Shares, ADR

     66,700   
  4,409      

U.S. Bancorp,
Series G, Preferred Shares

     122,306   
  7,709      

U.S. Bancorp,
Series F, Preferred Shares

     220,786   
     

 

 

 
        2,122,549   
     

 

 

 
Shares or
Principal
Amount
              
Fair
Value
 

 

Preferred Stocks, continued**

  

 

Food & Staples Retailing (0.1%):

  

  6,700      

Companhia Brasileira de Destribuicao Grupo Pao de Acucar, Preferred Shares

   $ 294,901   
     

 

 

 

 

Total Preferred Stocks (Cost $2,854,528)

     3,306,669   
     

 

 

 

 

Warrant** (0.0%):

  

 

Paper & Forest Products (0.0%):

  

  157,250      

TFS Corp., Ltd.,
Strike price AUD
1.28, Expires 7/15/18

     17,077   
     

 

 

 

 

Total Warrant (Cost $–)

     17,077   
     

 

 

 

 

Convertible Preferred Stocks** (0.5%):

  

 

Aerospace & Defense (0.1%):

  

  3,087      

United Technologies Corp.

     171,977   
     

 

 

 

 

Automobiles (0.1%):

  

  6,977      

General Motors Co., Series B

     307,895   
     

 

 

 

 

Commercial Banks (0.1%):

  

  140      

Wells Fargo & Co.,
Series L, Class A

     171,500   
     

 

 

 

 

Electric Utilities (0.2%):

  

  5,676      

Nextera Energy, Inc.

     282,949   
  4,820      

PPL Corp., 9.50%

     253,098   
  4,100      

PPL Corp., 8.75%

     220,293   
     

 

 

 
        756,340   
     

 

 

 

 

Health Care Providers & Services (0.0%):

  

  3,038      

Omnicare Capital Trust II,
Series B

     146,109   
     

 

 

 

 
 

Total Convertible Preferred Stocks
(Cost $1,474,163)

     1,553,821   
     

 

 

 

 

Private Placements** (0.6%):

  

 

Commercial Banks (0.2%):

  

$ 150,000      

Banco Santander SA, 4.13%, 11/9/22(a)

     152,625   
  200,000      

Sberbank of Russia/SB Capital SA,
5.13%, 10/29/22(a)

     203,250   
  200,000      

Vnesheconombank, 6.03%, 7/5/22(a)

     232,500   
     

 

 

 
        588,375   
     

 

 

 

 

Diversified Financial Services (0.1%):

  

  78,000      

Hyundai Capital America, Inc., 1.63%, 10/2/15(a)

     78,469   
  124,000      

Hyundai Capital America, Inc., 2.13%, 10/2/17(a)

     124,888   
     

 

 

 
        203,357   
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.1%):

  

  185,103      

Odebrecht Drilling VIII/IX, 6.35%, 6/30/21(a)

     207,943   
     

 

 

 

 

Paper & Forest Products (0.0%):

  

  425,000      

TFS Corp., Ltd.,
11.00%, 7/15/18(c)

     408,530   
     

 

 

 
 

 

continued

 

11


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Principal
Amount
              
Fair
Value
 

 

Private Placements, continued**

  

 

Sovereign Bonds (0.1%):

  

$ 200,000      

Ukraine Government,
7.80%, 11/28/22(a)

   $ 201,028   
     

 

 

 

 

Tobacco (0.1%):

  

  200,000      

B.A.T. International Finance plc, 2.13%, 6/7/17(a)

     204,932   
     

 

 

 

 

Total Private Placements (Cost $1,752,967)

     1,814,165   
     

 

 

 

 

Convertible Bonds** (2.7%):

  

 

Automobiles (0.2%):

  

  400,000      

Volkswagen International Finance NV,
5.50%, 11/9/15(a)

     581,119   
     

 

 

 

 

Biotechnology (0.2%):

  

  321,000      

Gilead Sciences, Inc.,
Series D,
1.63%, 5/1/16

     541,286   
     

 

 

 

 

Commercial Banks (0.0%):

  

  7,000      

CSG Guernsey V, Ltd.,
4.00%, 3/29/13

     10,473   
     

 

 

 

 

Diversified Financial Services (0.8%):

  

  216,000      

CSG Guernsey V, Ltd.,
4.00%, 3/29/13

     323,154   
  1,570,000      

Dana Gas Sukuk, Ltd.,
7.50, 10/31/49,
Series DANA

     1,264,007   
  2,000,000      

Wharf Finance (2014), Ltd.,
2.30%, 6/7/14+

     261,786   
  50,000,000      

Zeus (Cayman),
0.66%, 8/19/13+

     562,804   
  20,000,000      

Zeus Cayman II,
Series REGS,
1.02%, 8/18/16+

     248,441   
     

 

 

 
        2,660,192   
     

 

 

 

 

Food & Staples Retailing (0.1%):

  

  400,000      

Olam International, Ltd.,
6.00%, 10/15/16

     358,000   
     

 

 

 

 

Food Products (0.1%):

  

  400,000      

REI Agro, Ltd.,
Series REGS,
5.50%, 11/13/14

     273,848   
     

 

 

 

 

Health Care Equipment & Supplies (0.1%):

  

  400,000      

Hologic, Inc.,
Series 2010,
2.00%, 12/15/37(d)

     446,000   
     

 

 

 

 

Metals & Mining (0.0%):

  

  17,000      

Stillwater Mining Co., Series SWC,
1.75%, 10/15/32,
Callable 10/20/19 @ 100

     19,816   
     

 

 

 
Principal
Amount
              
Fair
Value
 

 

Convertible Bonds, continued**

  

 

Oil, Gas & Consumable Fuels (0.2%):

  

$ 570,000      

Cobalt International Energy, Inc.,
2.63%, 12/1/19

   $ 575,344   
     

 

 

 

 

Pharmaceuticals (0.2%):

  

  102,000      

Cubist Pharmaceuticals, Inc.,
2.50%, 11/1/17

     160,013   
  279,000      

Mylan, Inc.,
3.75%, 9/15/15

     593,048   
     

 

 

 
        753,061   
     

 

 

 

 

Real Estate Management & Development (0.6%):

  

  500,000      

CapitaLand, Ltd.,
2.10%, 11/15/16

     411,992   
  250,000      

CapitaLand, Ltd.,
3.13%, 3/5/18

     220,326   
  750,000      

CapitaLand, Ltd.,
Series CAPL,
2.95%, 6/20/22

     608,009   
  75,000      

Forest City Enterprises, Inc.,
4.25%, 8/15/18

     78,891   
  200,000      

Pyrus, Ltd., Series REGS,
7.50%, 12/20/15

     224,200   
  100,000      

PYRUS, Ltd.,
7.50%, 12/20/15

     112,100   
  500,000      

Ying Li International Real Estate,
Ltd., 4.00%, 3/3/15

     431,952   
     

 

 

 
        2,087,470   
     

 

 

 

 

Software (0.1%):

  

  120,000      

Electronic Arts, Inc.,
0.75%, 7/15/16

     110,625   
  80,000      

Take-Two Interactive Software, Inc.,
4.38%, 6/1/14

     97,150   
  267,000      

Take-Two Interactive Software, Inc.,
1.75%, 12/1/16

     253,984   
     

 

 

 
        461,759   
     

 

 

 

 

Total Convertible Bonds (Cost $7,190,154)

     8,768,368   
     

 

 

 

 

Floating Rate Loans** (0.3%):

  

 

Industrials (0.0%):

  

  105,641      

Hamilton Sundstrand Industrial, 5.00%, 12/5/19(d)

     106,565   
     

 

 

 

 

Insurance (0.2%):

  

  571,000      

Delta Debtco, Ltd.,
0.09%, 10/30/19(b)(d)

     562,435   
     

 

 

 

 

Machinery (0.0%):

  

  55,400      

Navistar International Corp.,
7.00%, 8/17/17(d)

     55,539   
     

 

 

 

 

Metals & Mining (0.0%):

  

  106,932      

Essar Steel Algoma, Inc.,
8.75%, 9/18/14(d)

     105,328   
     

 

 

 
 

 

continued

 

12


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Principal
Amount
              
Fair
Value
 

 

Floating Rate Loans, continued**

  

 

Oil, Gas & Consumable Fuels (0.1%):

  

$ 247,677      

GNL Quintero SA,
1.46%, 6/20/23(d)

   $ 213,745   
     

 

 

 

 

Total Floating Rate Loans (Cost $1,036,394)

     1,043,612   
     

 

 

 

 

Collateralized Mortgage Obligations** (0.1%):

  

  384,503      

Banc of America Large Loan, Inc.,
Series 2010, Class HLTN,
2.51%, 11/15/13(a)(d)

     383,710   
     

 

 

 

 
 

Total Collateralized Mortgage Obligations
(Cost $372,549)

     383,710   
     

 

 

 

 

Corporate Bonds** (1.4%):

  

 

Beverages (0.1%):

  

  163,000      

Anheuser-Busch InBev NV Worldwide, Inc.,
1.38%, 7/15/17

     164,716   
     

 

 

 

 

Capital Markets (0.1%):

  

  100,000      

Ford Motor Credit Co. LLC,
7.00%, 4/15/15

     111,504   
  100,000      

Ford Motor Credit Co. LLC,
6.63%, 8/15/17

     116,847   
  79,000      

Morgan Stanley,
4.75%, 3/22/17

     86,186   
  29,000      

Morgan Stanley,
4.88%, 11/1/22

     30,026   
     

 

 

 
        344,563   
     

 

 

 

 

Commercial Banks (0.1%):

  

  143,000      

Ally Financial, Inc.,
4.50%, 2/11/14

     147,111   
  210,000      

HSBC USA, Inc.,
1.63%, 1/16/18

     210,191   
  250,000      

JPMorgan Chase Bank NA,
0.64%, 6/13/16

     243,041   
     

 

 

 
        600,343   
     

 

 

 

 

Communications Equipment (0.1%):

  

  186,000      

Hughes Satellite Systems,
6.50%, 6/15/19

     205,065   
  60,000      

Hughes Satellite Systems,
7.63%, 6/15/21

     68,250   
     

 

 

 
        273,315   
     

 

 

 

 

Construction Materials (0.1%):

  

  75,000      

Building Materials Corp.,
6.88%, 8/15/18, Callable
8/15/14 @ 103.44(a)

     81,000   
  211,000      

Texas Industries, Inc.,
9.25%, 8/15/20, Callable
8/15/15 @ 104.63

     226,298   
     

 

 

 
        307,298   
     

 

 

 

 

Diversified Financial Services (0.2%):

  

  437,000      

Bank of America Corp.,
1.50%, 10/9/15

     439,233   
Principal
Amount
              
Fair
Value
 

 

Corporate Bonds, continued**

  

 

Diversified Financial Services, continued

  

$ 133,000      

Citigroup, Inc.,
Series A,
5.95%, Callable
1/30/23 @ 100(d)

   $ 134,663   
     

 

 

 
        573,896   
     

 

 

 

 

Health Care Equipment & Supplies (0.0%):

  

  30,000      

DJO Finance LLC/ DJO Finance Corp.,
9.75%, 10/15/17, Callable
10/15/13 @ 107.31

     26,700   
     

 

 

 

 

Health Care Providers & Services (0.1%):

  

  117,000      

DaVita, Inc.,
6.38%, 11/1/18, Callable
11/1/13 @ 104.78

     125,483   

 

Health Care Providers & Services, continued

  

  82,000      

DaVita, Inc.,
6.63%, 11/1/20, Callable
11/1/14 @ 104.97

     89,175   
     

 

 

 
        214,658   
     

 

 

 

 

Industrial Conglomerates (0.1%):

  

  178,000      

General Electric Capital Corp.,
Series A,
5.63%, 5/1/18

     211,381   
     

 

 

 

 

IT Services (0.1%):

  

  163,000      

SunGard Data Systems, Inc.,
7.38%, 11/15/18, Callable
11/15/13 @ 105.53

     174,614   
     

 

 

 

 

Media (0.1%):

  

  135,000      

Cablevision Systems Corp.,
5.88%, 9/15/22

     135,169   
  290,000      

CCO Holdings LLC/CCO Holdings Capital Corp.,
5.25%, 9/30/22, Callable
9/30/17 @ 102.63

     293,625   
     

 

 

 
        428,794   
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.3%):

  

  305,000      

Consol Energy, Inc.,
8.00%, 4/1/17, Callable
4/1/14 @ 104

     330,163   
  156,000      

Linn Energy LLC / Linn Energy Finance Corp.,
7.75%, 2/1/21, Callable
9/15/15 @ 103.88

     166,140   
  325,000      

Reliance Holdings USA, Inc.,
4.50%, 10/19/20(a)

     340,295   
     

 

 

 
        836,598   
     

 

 

 

 

Transportation Infrastructure (0.2%):

  

  473,408      

Delta Topco, Ltd.,
10.00%, 11/24/60(b)

     483,288   
     

 

 

 
 

 

continued

 

13


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Principal
Amount
              
Fair
Value
 

 

Corporate Bonds, continued**

  

 

Wireless Telecommunication Services (0.0%):

  

$ 128,000      

Cricket Communications, Inc.,
7.75%, 10/15/20, Callable
10/15/15 @ 103.88^

   $ 130,560   
     

 

 

 

 

Total Corporate Bonds (Cost $4,383,706)

     4,770,724   
     

 

 

 

 

Foreign Bonds** (11.2%):

  

 

Commercial Banks (0.3%):

  

  360,000      

Lloyds TSB Bank plc, Series E,
13.00%, Callable
1/22/29 @ 100+(d)

     848,634   
     

 

 

 

 

Media (0.0%):

  

  100,000      

Nara Cable Funding, Ltd.,
8.88%, 12/1/18, Callable
12/1/13 @ 108.88+(a)

     133,960   
     

 

 

 

 

Metals & Mining (0.0%):

  

  96,000      

New World Resources BV,
Series REGS,
7.88%, 5/1/18, Callable
5/1/14 @ 103.94+

     130,945   
     

 

 

 

 

Pharmaceuticals (0.1%):

  

  100,000      

Capsugel FinanceCo SCA,
9.88%, 8/1/19, Callable
8/1/14 @ 107.41+(a)

     148,478   
     

 

 

 

 

Sovereign Bonds (10.8%):

  

  817,000      

Australian Government,
Series 129,
5.50%, 12/15/13+

     870,988   
  1,151,000      

Australian Government,
Series 124,
5.75%, 5/15/21+

     1,423,463   
  330,000      

Australian Government,
Series 128,
5.75%, 7/15/22+

     413,078   
  2,630,000      

Australian Government,
Series 133,
5.50%, 4/21/23+

     3,256,067   
  4,136,000      

Brazil Nota do Tesouro Nacional,
Series NTNF,
0.66%, 1/1/21+(e)

     2,128,294   
  521,000      

Brazil Nota do Tesouro Nacional,
Series NTNB,
6.00%, 8/15/22+(e)

     700,530   
  1,262,000      

Brazil Nota do Tesouro Nacional,
Series NTNB, 8/15/22+(e)

     1,696,871   
  2,141,024      

Bundesrepublik Deutschland,
Series 2007,
4.25%, 7/4/17+

     3,333,171   
  1,685,000      

Bundesrepublik Deutschland,
Series 9,
3.50%, 7/4/19+

     2,626,807   
  323,000      

Canadian Government,
4.00%, 6/1/16+

     353,949   
Principal
Amount
              
Fair
Value
 

 

Foreign Bonds, continued**

  

 

Sovereign Bonds, continued

  

$ 539,000      

Canadian Government,
1.50%, 3/1/17+

   $ 545,136   
  397,000      

Canadian Government,
3.50%, 6/1/20+

     451,072   
  228,210      

German Treasury Bill, 1/9/13+

     301,162   
  228,210      

German Treasury Bill, 1/23/13+

     301,157   
  1,950,000      

Hong Kong Government,
4.13%, 2/22/13+

     253,065   
  3,050,000      

Hong Kong Government,
2.03%, 3/18/13+

     395,102   
  1,150,000      

Hong Kong Government,
1.67%, 3/24/14+

     151,172   
  2,750,000      

Hong Kong Government,
3.51%, 12/8/14+

     377,887   
  1,400,000      

Hong Kong Government,
1.69%, 12/22/14+

     186,093   
  80,000,000      

Japan Treasury Bill,
Series 293,
0.09%, 1/16/13+

     923,554   
  70,000,000      

Japan Treasury Bill,
Series 259,
0.09%, 2/20/13+

     808,022   
  40,000,000      

Japan Treasury Bill,
Series 328,
0.09%, 3/11/13+

     461,706   
  40,000,000      

Japan Treasury Bill,
Series 307,
0.10%, 3/11/13+

     461,706   
  1,925,000      

Malaysian Government,
Series 0509,
3.21%, 5/31/13+

     630,082   
  970,000      

Malaysian Government,
Series 0108,
3.46%, 7/31/13+

     318,041   
  1,804,000      

Malaysian Government,
Series 2/04,
5.09%, 4/30/14+

     605,743   
  102,500,000      

Mexican Cetes,
Series BI, 3/21/13+(f)

     785,592   
  122,596,000      

Mexican Cetes,
Series BI , 4/4/13+(f)

     938,068   
  1,026,000      

Poland Government Bond,
Series CPI,
3.00%, 8/24/16+

     454,570   
  339,000      

Singapore Treasury Bill,
Series 182,
0.20%, 1/10/13+

     277,584   
  913,000      

Singapore Treasury Bill,
Series 182,
0.19%, 1/24/13+

     747,521   
 

 

continued

 

14


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Principal
Amount
              
Fair
Value
 

 

Foreign Bonds, continued**

  

 

Sovereign Bonds, continued

  

$ 1,200,000      

Singapore Treasury Bill,
Series 91,
0.22%, 1/31/13+

   $ 982,456   
  1,260,000      

Singapore Treasury Bill,
0.28%, 2/7/13+

     1,031,537   
  160,000      

Switzerland Government,
2.00%, 4/28/21+

     198,942   
  114,000      

Switzerland Government,
2.00%, 5/25/22+

     142,630   
  150,000      

Switzerland Government,
4.00%, 2/11/23+

     219,930   
  250,000      

Turkey Government,
5.33%, 2/20/13+

     139,020   
  718,965      

Turkey Government,
5.65%, 5/15/13+

     394,144   
  1,229,000      

Turkey Government,
7.50%, 9/24/14+(d)

     704,969   
  2,082,541      

United Kingdom Treasury Note,
4.75%, 3/7/20+

     4,176,955   
     

 

 

 
        35,167,836   
     

 

 

 

 

Total Foreign Bonds (Cost $35,345,876)

     36,429,853   
     

 

 

 

 

Yankee Dollars** (1.8%):

  

 

Commercial Banks (0.8%):

  

  200,000      

Banco Bradesco (Cayman),
4.50%, 1/12/17(a)

     213,000   
  275,000      

Banco Estado Chile,
2.03%, 4/2/15

     280,805   
  220,000      

Banco Santander SA,
2.31%, 2/14/14(a)(d)

     217,363   
  520,000      

Barclays Bank plc,
7.63%, 11/21/22^

     519,350   
  250,000      

Commonwealth Bank of Australia NY,
1.90%, 9/18/17

     255,606   
  200,000      

Export-Import Bank of Korea,
1.25%, 11/20/15

     200,332   
  230,000      

Nordea Bank AB,
3.13%, 3/20/17(a)

     244,916   
  209,000      

Oversea-Chinese Banking Corp.,
1.63%, 3/13/15(a)

     211,595   
  300,000      

Rabobank Nederland - Utrecht,
3.38%, 1/19/17

     322,286   
  200,000      

UBS AG Stamford CT, Series BKNT,
5.88%, 12/20/17

     238,052   
     

 

 

 
        2,703,305   
     

 

 

 

 

Diversified Financial Services (0.1%):

  

  200,000      

CSG Guernsey I, Ltd., Series REGS,
7.88%, 2/24/41, Callable
8/24/16 @ 100(d)

     211,580   
     

 

 

 
Principal
Amount
              
Fair
Value
 

 

Yankee Dollars, continued**

  

 

Industrial Conglomerates (0.1%):

  

$ 200,000      

Hutchison Whampoa International 11, Ltd.,
3.50%, 1/13/17(a)

   $ 212,223   
     

 

 

 

 

Metals & Mining (0.0%):

  

  139,000      

FMG Resources August 2006,
6.00%, 4/1/17, Callable
4/1/15 @ 103(a)

     141,780   
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.2%):

  

  240,000      

Bumi Investment Pte, Ltd.,
10.75%, 10/6/17, Callable
10/6/14 @ 105.38(a)

     212,400   
  275,000      

OGX Austria GmbH,
8.50%, 6/1/18, Callable
6/1/15 @ 104.25^(a)

     247,500   
  172,000      

Petrobras International Finance Co.,
3.50%, 2/6/17

     180,384   
  100,000      

TNK-BP Finance SA,
6.63%, 3/20/17(a)

     113,750   
     

 

 

 
        754,034   
     

 

 

 

 

Real Estate Management & Development (0.1%):

  

  200,000      

Sun Hung Kai Properties,
Series E,
4.50%, 2/14/22

     213,637   
     

 

 

 

 

Road & Rail (0.1%):

  

  247,923      

Inversiones Alsacia SA,
8.00%, 8/18/18, Callable
2/18/15 @ 104(c)

     249,815   
  87,000      

Viterra, Inc.,
5.95%, 8/1/20(a)

     94,185   
     

 

 

 
        344,000   
     

 

 

 

 

Sovereign Bonds (0.3%):

  

  357,000      

Netherlands Government,
1.00%, 2/24/17(a)

     359,893   
  575,000      

Republic of Turkey,
6.75%, 4/3/18

     695,031   
     

 

 

 
        1,054,924   
     

 

 

 

 

Wireless Telecommunication Services (0.1%):

  

  274,000      

Intelsat Jackson Holdings SA,
7.50%, 4/1/21, Callable
4/1/15 @ 103.75

     302,085   
     

 

 

 

 

Total Yankee Dollars (Cost $5,807,534)

     5,937,568   
     

 

 

 

 

U.S.Treasury Obligations** (17.3%):

  

 

U.S. Treasury Bills (11.7%)

  

  2,045,000      

0.05%, 1/3/13

     2,045,000   
  2,275,000      

0.08%, 1/10/13

     2,274,984   
  5,365,000      

0.09%, 1/24/13

     5,364,936   
  4,600,000      

0.09%, 2/21/13

     4,599,777   
  20,638,000      

0.08%, 3/7/13

     20,636,802   
 

 

continued

 

15


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Contracts or
Principal
Amount
          Fair
Value
 

 

U.S.Treasury Obligations, continued**

  

 

U.S. Treasury Bills, continued

  

$ 2,960,000      

0.04%, 3/14/13

   $ 2,959,796   
  290,000      

0.08%, 3/28/13

     289,976   
     

 

 

 
        38,171,271   
     

 

 

 

 

U.S. Treasury Notes (5.6%)

  

  2,900,000      

2.25%, 3/31/16

     3,072,866   
  1,491,500      

0.63%, 9/30/17

     1,488,820   
  1,530,000      

1.38%, 9/30/18

     1,572,793   
  1,238,800      

1.00%, 9/30/19

     1,230,283   
  384,200      

1.25%, 10/31/19

     387,382   
  4,834,600      

3.50%, 5/15/20

     5,613,048   
  2,496,600      

2.63%, 8/15/20

     2,741,579   
  414,700      

2.00%, 11/15/21

     430,413   
  606,100      

1.75%, 5/15/22

     611,356   
  1,119,100      

1.63%, 11/15/22

     1,106,859   
     

 

 

 
        18,255,399   
     

 

 

 

 
 

Total U.S.Treasury Obligations
(Cost $56,180,141)

     56,426,670   
     

 

 

 

 

U.S. Government Agency Mortgages** (0.1%):

  

  185,000      

Federal National Mortgage Association,
3.00%, 1/25/42

     193,845   
     

 

 

 

 
 

Total U.S. Government Agency Mortgages
(Cost $193,209)

     193,845   
     

 

 

 

 

Purchased Put Options** (0.1%):

  

  147      

On Consol Energy, Inc.,
Strike @ 31 Exp 1/19/13

     9,776   
  26,710      

On EUR USD FX 1.20 Put 6/03/13

     8,422   
  220      

On Hess Corp.,
Strike @ 48 Exp 1/19/13

     7,700   
  23      

On KOSPI Index,
Strike @ 244 Exp 12/12/13

     17,727   
  92      

On Nikkei 225 Index,
Strike @ 9354 Exp 12/13/13

     134,717   
  685      

On Russell 2000 Index,
Strike @ 783 Exp 2/15/13

     5,846   
  686      

On Russell 2000 Index,
Strike @ 781 Exp 1/18/13

     1,745   
  14      

On S&P 500 Index,
Strike @ 1410 Exp 1/19/13

     21,490   
  1,068      

On S&P 500 Index,
Strike @ 1374 Exp 1/18/13

     9,927   
  534      

On S&P 500 Index,
Strike @ 1373 Exp 3/15/13

     16,869   
Contracts           Fair
Value
 

 

Purchased Put Options, continued**

  

  533      

On S&P 500 Index,
Strike @ 1376 Exp 1/18/13

   $ 5,166   
  534      

On S&P 500 Index,
Strike @ 1372 Exp 2/15/13

     11,588   
     

 

 

 

 

Total Purchased Put Options (Cost $500,841)

     250,973   
     

 

 

 

 

Purchased Call Options** (0.6%):

  

  27,342      

On Activision Blizzard, Inc.,
Strike @ 20 Exp 1/17/14

     212   
  19,845      

On Aetna, Inc.,
Strike @ 60 Exp 1/18/14

     24,119   
  20,464      

On Agnico-Eagle Mines, Ltd.,
Strike @ 85 Exp 1/17/14

     18,347   
  49,392      

On Alcoa, Inc.,
Strike @ 15 Exp 1/17/14

     3,280   
  154      

On Anadarko Petroleum Corp.,
Strike @ 75 Exp 3/16/13

     66,605   
  72      

On Anadarko Petroleum Corp.,
Strike @ 80 Exp 5/18/13

     29,340   
  24,268      

On AngloGold, Ltd.,
Strike @ 65 Exp 1/17/14

     2,492   
  15      

On Apple, Inc.,
Strike @ 635 Exp 2/16/13

     6,113   
  2,073      

On Autozone, Inc.,
Strike @ 550 Exp 1/17/14

     1,278   
  110,249      

On Bank of America Corp.,
Strike @ 17 Exp 1/18/14

     42,476   
  110,307      

On Barrick Gold Corp.,
Strike @ 80 Exp 1/17/14

     4,240   
  59,535      

On Best Buy Co., Inc.,
Strike @ 30 Exp 1/18/14

     1,576   
  17,640      

On Boeing Co.,
Strike @ 110 Exp 1/17/14

     4,499   
  49,833      

On Boston Scientific,
Strike @ 10 Exp 1/17/14

     1,104   
  49,392      

On Bristol-Myers,
Strike @ 50 Exp 1/17/14

     2,950   
  26,460      

On Broadcom Corp.,
Strike @ 55 Exp 1/18/14

     8,020   
  28,665      

On Caterpillar, Inc.,
Strike @ 135 Exp 1/18/14

     22,150   
  12,300      

On CBOE Volatility Index,
Strike @ 18 Exp 1/16/13

     17,835   
  110,249      

On Cisco Systems, Inc.,
Strike @ 30 Exp 1/18/14

     12,387   
  110,249      

On Citigroup, Inc.,
Strike @ 50 Exp 1/18/14

     236,283   
  9,709      

On Coeur D’Alene Mines Corp.,
Strike @ 40 Exp 1/17/14

     11,099   
  55,125      

On Corning, Inc.,
Strike @ 20 Exp 1/17/14

     7,237   
 

 

continued

 

16


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Contracts           Fair
Value
 

 

Purchased Call Options, continued**

  

  28,813      

On Eldorado Gold Corp.,
Strike @ 25 Exp 1/17/14

   $ 6,740   
  77,175      

On EMC Corp.,
Strike @ 40 Exp 1/18/14

     12,791   
  7,715      

On Endeavour Silver Corp.,
Strike @ 20 Exp 1/17/14

     1,149   
  4,874      

On First Majestic Silver Corp.,
Strike @ 35 Exp 1/17/14

     4,256   
  59,535      

On Freeport-Mcmoran Copper & Gold, Inc.,
Strike @ 65 Exp 1/18/14

     5,959   
  110,249      

On General Electric Co.,
Strike @ 35 Exp 1/18/14

     1,645   
  59,566      

On Gold Fields, Ltd.,
Strike @ 22 Exp 1/17/14

     5,753   
  68,969      

On Goldcorp, Inc.,
Strike @ 80 Exp 1/17/14

     6,722   
  4,415      

On GSSZJPFX,
Strike @ 94 Exp 3/14/14(b)

     48,565   
  41,895      

On Halliburton Co.,
Strike @ 55 Exp 1/18/14

     13,208   
  15,193      

On Harmony Gold Mining,
Strike @ 15 Exp 1/17/14

     3,704   
  110,249      

On Hewlett-Packard Co.,
Strike @ 30 Exp 1/18/14

     10,773   
  8,820      

On Humana, Inc.,
Strike @ 105 Exp 1/18/14

     4,441   
  25,625      

On Iamgold Corp.,
Strike @ 30 Exp 1/17/14

     1,994   
  11,466      

On IBM,
Strike @ 295 Exp 1/17/14

     1,348   
  110,249      

On Intel Corp.,
Strike @ 40 Exp 1/18/14

     728   
  30,870      

On JC Penney Company Inc.,
Strike @ 55 Exp 1/18/14

     6,822   
  110,249      

On Jpmorgan Chase & Co.,
Strike @ 60 Exp 1/18/14

     64,328   
  110,307      

On Kinross Gold Corp.,
Strike @ 20 Exp 1/17/14

     12,321   
  39,690      

On Las Vegas Sands Corp.,

     17,459   
  88,200      

On Lowe’s Co.,
Strike @ 45 Exp 1/18/14

     86,433   
  63,945      

On Marvell Tech Group Ltd,
Strike @ 20 Exp 1/18/14

     749   
  3,307      

On Mastercard,
Strike @ 660 Exp 1/18/14

     21,828   
  19,845      

On Mcdonald’S Corp.,
Strike @ 135 Exp 1/17/14

     1,353   
  110,249      

On Microsoft Corp.,
Strike @ 45 Exp 1/18/14

     3,356   
  15,435      

On Monster Beverage Corp,
Strike @ 105 Exp 1/18/14

     2,703   
Contracts           Fair
Value
 

 

Purchased Call Options, continued**

  

  81      

On Murphy Oil Corp.,
Strike @ 63 Exp 1/19/13

   $ 4,050   
  36,162      

On Netapp, Inc.,
Strike @ 60 Exp 1/18/14

     6,187   
  16,343      

On New Gold Inc.,
Strike @ 22 Exp 1/17/14

     3,473   
  88,246      

On Newmont Mining,
Strike @ 90 Exp 1/17/14

     30,976   
  83      

On Nikkei 225 Index,
Strike @ 9685 Exp 3/14/14

     114,672   
  76      

On Nikkei 225 Index,
Strike @ 9618 Exp 12/13/13

     97,794   
  46      

On Nikkei 225 Index,
Strike @ 11000 Exp 12/13/13

     27,690   
  12      

On Nikkei 225 Index,
Strike @ 11000 Exp 12/13/13

     7,223   
  92      

On Nikkei 225 Index,
Strike @ 9400 Exp 12/13/13

     131,779   
  92      

On Nikkei 225 Index,
Strike @ 9600 Exp 12/13/13

     119,435   
  92      

On Nikkei 225 Index,
Strike @ 9400 Exp 12/13/13

     131,779   
  15,102      

On Novagold Resources,
Strike @ 12 Exp 1/17/14

     1,148   
  27,555      

On Pan American Silver,
Strike @ 50 Exp 1/17/14

     1,090   
  4,410      

On Priceline.Com, Inc.,
Strike @ 1000 Exp 1/18/14

     37,851   
  44,100      

On Qualcomm, Inc.,
Strike @ 95 Exp 1/18/14

     13,822   
  3,720      

On Randgold Resources,
Strike @ 165 Exp 1/17/14

     6,074   
  3,664      

On Royal Gold Inc.,
Strike @ 125 Exp 1/17/14

     5,894   
  5      

On S&P 500 Index,
Strike @ 1520 Exp 2/16/13

     938   
  26,460      

On Safeway, Inc.,
Strike @ 25 Exp 1/17/14

     10,861   
  2,414      

On Searidge Gold,
Strike @ 30 Exp 1/17/14

     1,815   
  6,746      

On Silver Standard Resources Inc.,
Strike @ 30 Exp 1/17/14

     2,450   
 

 

continued

 

17


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

    
Shares or
Contracts
          Fair
Value
 

 

Purchased Call Options, continued**

  

  27,673      

On Silver Wheaton,
Strike @ 55 Exp 1/17/14

   $ 35,499   
  15,738      

On Silvercorp Metals Inc.,
Strike @ 15 Exp 1/17/14

     600   
  97,019      

On Staples Inc.,
Strike @ 20 Exp 1/18/14

     5,917   
  6,615      

On Starwood Hotels,
Strike @ 85 Exp 1/17/14

     6,013   
  17,649      

On Stillwater Mining Co.,
Strike @ 25 Exp 1/17/14

     3,813   
  49      

On Taiwan Stock Exchange,
Strike @ 7057 Exp 12/18/13

     43,071   
  75      

On Taiwan Stock Exchange,
Strike @ 7249 Exp 12/18/13

     56,545   
  27,841      

On Talisman Energy, Inc.,
Strike @ 13 Exp 4/19/13

     9,207   
  16,758      

On United Technologies,
Strike @ 120 Exp 1/18/14

     4,598   
  22,050      

On Unitedhealth Group,
Strike @ 85 Exp 1/18/14

     3,253   
  10,143      

On Visa Inc,
Strike @ 190 Exp 1/18/14

     30,820   
  15,435      

On Western Union Co.,
Strike @ 25 Exp 1/17/14

     1,070   
  77,175      

On Yahoo! Inc,
Strike @ 25 Exp 1/18/14

     60,123   
  66,238      

On Yamana Gold, Inc.,
Strike @ 30 Exp 1/17/14

     20,116   
  15,435      

On Yum! Brands, Inc.,
Strike @ 100 Exp 1/17/14

     7,731   
     

 

 

 

 

Total Purchased Call Options (Cost $2,596,917)

     1,916,147   
     

 

 

 
Shares or
Principal
Amount
          Fair
Value
 

 

Exchange Traded Funds** (2.4%):

  

$ 2,332      

ETFS Platinum Trust(g)

   $ 352,972   
  2,762      

ETFS Physical Palladium
Shares(g)

     191,186   
  75,708      

iShares Gold Trust(g)

     1,231,769   
  37,425      

SPDR Gold Trust(g)

     6,063,224   
     

 

 

 

 

Total Exchange Traded Fund (Cost $7,764,484)

     7,839,151   
     

 

 

 

 
 

Securities Held as Collateral for Securities on
Loan** (1.2%):

  
  

  4,008,047      

Allianz Variable Insurance Products Securities Lending Collateral Trust(h)

     4,008,047   
     

 

 

 

 
 

Total Securities Held as Collateral for Securities
on Loan (Cost $4,008,047)

     4,008,047   
     

 

 

 

 

Unaffiliated Investment Companies (0.7%):

  

  2,213,590      

Dreyfus Treasury Prime Cash Management Fund, Institutional Shares,
0.00%(i)***

     2,213,590   
  9,881      

VinaLand, Ltd.**

     3,796   
     

 

 

 

 
 

Total Unaffiliated Investment Companies
(Cost $2,220,115)

     2,217,386   
     

 

 

 

 

Total Investment Securities

  

 

(Cost $296,395,423)(j) — 96.4%

     314,689,709   

 

Net other assets (liabilities) — 3.6%

     11,853,806   
     

 

 

 

 

Net Assets — 100.0%

   $ 326,543,515   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

MTN—Medium Term Note

NYS—New York Shares

OTC—Over The Counter

SDR—Swedish Depository Receipt

SPDR—Standard & Poor’s Depository Receipts

USD—United School District

 

* Non-income producing security.

 

** These securities are held by the AZL BlackRock Global Allocation Fund (the “VIP Subsidiary”).

 

*** All or a portion of these securities are held by the AZL BlackRock Global Allocation Fund (the “VIP Subsidiary”).

 

continued

 

18


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

^ This security or a partial position of this security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012, was $3,925,187.

 

+ The principal amount is disclosed in local currency and the fair value is disclosed in U.S. Dollars.

 

(a) Rule 144A, Section 4(2) or other security which is restricted to resale to institutional investor. The sub-adviser has deemed these securities to be liquid based on procedures approved by the Board of Trustees.

 

(b) Security was valued in good faith pursuant to procedures approved by the Board of Trustees as of December 31, 2012. The total of all such securities represent 0.65% of the net assets of the fund.

 

(c) Rule 144A, Section 4(2) or other security which is restricted to resale to institutional investors. The sub-adviser has deemed these securities to be illiquid based on procedures approved by the Board of Trustees. As of December 31, 2012, these securities represent 0.21% of the net assets of the fund.

 

(d) Variable rate security. The rate presented represents the rate in effect at December 31, 2012. The date presented represents the final maturity date.

 

(e) Principal amount is stated in 1,000 Brazilian Real Units.

 

(f) Principal amount is stated in 100 Mexican Peso Units.

 

(g) All or a portion of these securities are held by the AZL Cayman Global Allocation Fund, Ltd. (the “Investment Trust Subsidiary”).

 

(h) Purchased with cash collateral held from securities lending. The value of the collateral could include collateral held for securities that were sold on or before December 31, 2012.

 

(i) The rate represents the effective yield at December 31, 2012.

 

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

 

continued

 

19


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

The following represents the concentrations by country of risk (based on the domicile of the security issuer) relative to the total fair value of investments as of December 31, 2012:

 

Country

  Percentage  

Australia

    2.5

Bermuda

    0.5  

Brazil

    2.6  

British Virgin Islands

    0.1  

Canada

    3.0  

Cayman Islands

    0.7  

Chile

    0.3  

China

    0.2  

Denmark

    0.1  

France

    1.8  

Germany

    4.0  

Guernsey

    0.2  

Hong Kong

    1.0  

India

    0.1  

Indonesia

   

Ireland (Republic of)

    0.5  

Israel

    0.1  

Italy

    0.6  

Japan

    8.0   

Jersey

    0.6  

Kazakhstan

    0.1  

Luxembourg

    0.3  

Malaysia

    0.9  

Mexico

    0.9  

Netherlands

    1.6  

Norway

   

Panama

    0.1  

Philippines

   

Poland

    0.1  

Portugal

   

Republic of Korea (South)

    0.9   

Russian Federation

    0.3  

Singapore

    2.3  

South Africa

    0.1  

Spain

    0.2  

Sweden

    0.2  

Switzerland

    1.8  

Taiwan

    0.4  

Thailand

    0.3  

Turkey

    0.6  

Ukraine

    0.1  

United Arab Emirates

   

United Kingdom

    5.4  

United States

    56.5  
 

 

 

 
    100.0
 

 

 

 

 

^ Represents less than 0.05%.

 

continued

 

20


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Futures Contracts***

Cash of $16,259,666 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
    Notional
Value
    Unrealized
Appreciation/
(Depreciation)
 

S&P 500 Index E-Mini March Futures (U.S. Dollar)

     Short         3/15/13         (24   $ (1,704,120   $ 20,150   

German Stock Index March Future (Euro)

     Short         3/15/13         (1     (251,373     (288

U.S. Treasury 10-year Note March Futures

     Long         3/20/13         47        6,240,719        (37,987

S&P 500 Index E-Mini March Futures

     Long         3/15/13         135        9,585,675        (32,065

FTSE 100 Index March Futures (British Pounds)

     Long         3/15/13         2        189,966        (1,129

NIKKEI 225 March Futures (Japanese Yen)

     Long         3/7/13         13        791,301        30,003   

CAC40 10 Euro January Futures (Euro)

     Long         1/18/13         21        1,009,410        (6,816
            

 

 

 
             $ (28,132
            

 

 

 

 

Number of Contracts

  Fair
Value
 
  Written Call Options** (0.0%)        
  (271)       On Alcoa, Inc., Strike @ 10 Exp 1/19/13   $ (678
  (78)       On Activision Blizzard, Inc., Strike @ 13 Exp 1/19/13     (312
  (8,146)       On Mead Johnson Nutrition Co., Strike @ 100 Exp 1/18/13       
  (26,710)       On EUR USD FX 1.40 Call 6/03/13     (14,835
  (1,500)       On Japan OTC, Strike @ 4347 Exp 1/18/13     (6
  (3,700)       On 8801 Japan OTC, Strike @ 1522 Exp 1/18/13     (24,279
  (3,410)       On 7751 JP, Strike @ 2750 Exp 1/18/13     (23,329
  (342)       On Russell 2000 Index, Strike @ 854 Exp 2/15/13     (6,785
  (534)       On S&P 500 Index, Strike @ 1520 Exp 2/15/13     (2,276
  (92)       On Nikkei 225 Index, Strike @ 11000 Exp 12/13/13     (55,379
  (34)       On Nikkei 225 Index, Strike @ 11000 Exp 12/13/13     (20,467
  (58)       On Nikkei 225 Index, Strike @ 11291 Exp 3/14/14     (37,238
  (12,300)       On CBOE Volatility Index, Strike @ 28 Exp 1/16/13     (2,460
  (4,415)       On GSSZJPFX, Strike @ 111 Exp 3/14/14(b)     (22,074
  (96)       On Electronic Arts, Inc., Strike @ 17 Exp 3/16/13     (2,448
  (35)       On Kraft Foods Group, Inc., Strike @ 48 Exp 3/16/13     (1,838
  (30)       On Mattel, Inc., Strike @ 35 Exp 1/19/13     (5,400
  (71)       On Marathon Petroleum Corp., Strike @ 68 Exp 4/20/13     (18,460
  (81)       On Murphy Oil Corp., Strike @ 68 Exp 1/19/13     (810
  (165)       On Oracle Corp., Strike @ 34 Exp 1/19/13     (5,775
  (142)       On Oracle Corp., Strike @ 35 Exp 6/22/13     (20,235
  (198)       On Procter & Gamble Co. (The), Strike @ 73 Exp 7/20/13     (16,137
  (88)       On Pultegroup, Inc., Strike @ 19 Exp 4/20/13     (12,716
  (146)       On Phillips 66, Strike @ 48 Exp 1/19/13     (77,380
  (76)       On SanDisk Corp., Strike @ 45 Exp 1/19/13     (6,422
  (52)       On Vertex Pharmaceuticals, Inc., Strike @ 40 Exp 1/19/13     (13,780
  (17)       On Valeant Pharmaceuticals International, Inc., Strike @ 50 Exp 1/19/13     (17,170
    

 

 

 

 

Total Written Call Options (Premiums Received $(377,621))

  $ (408,689
    

 

 

 

 

continued

 

21


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Number of Contracts

  Fair
Value
 
  Written Put Options** (0.0%)        
  (4,415)       On GSSZJPFX, Strike @ 84 Exp 3/14/14(b)   $ (26,490
  (92)       On Nikkei 225 Index, Strike @ 9200 Exp 12/13/13     (36,414
  (83)       On Nikkei 225 Index, Strike @ 9300 Exp 3/14/14     (43,730
  (1,900)       On Whiting Petroleum Corp., Strike @ 40 Exp 3/15/13     (3,332
  (92)       On Nikkei 225 Index, Strike @ 8592 Exp 12/13/13     (24,012
  (76)       On Nikkei 225 Index, Strike @ 8808 Exp 12/13/13     (23,000
  (21)       On Murphy Oil Corp., Strike @ 55 Exp 1/19/13     (578
  (73)       On Occidental Petroleum Corp., Strike @ 70 Exp 2/16/13     (6,424
  (14)       On S&P 500 Index, Strike @ 1335 Exp 1/19/13     (4,970
  (334)       On Consol Energy, Inc., Strike @ 25 Exp 1/19/13     (2,171
  (68)       On Devon Energy Corp., Strike @ 50 Exp 1/19/13     (3,604
  (143)       On Mattel, Inc., Strike @ 25 Exp 1/19/13     (715
  (75)       On Taiwan Stock Exchange, Strike @ 6525 Exp 12/18/13     (14,033
  (685)       On Russell 2000 Index, Strike @ 702 Exp 2/15/13     (1,472
  (686)       On Russell 2000 Index, Strike @ 701 Exp 1/18/13     (219
  (8,146)       On Mead Johnson Nutrition Co., Strike @ 60 Exp 1/17/14     (37,443
  (390)       On S&P 500 Index, Strike @ 1150 Exp 12/20/13     (15,195
  (49)       On Taiwan Stock Exchange, Strike @ 5759 Exp 12/18/13     (3,658
  (1,068)       On S&P 500 Index, Strike @ 1198 Exp 1/18/13     (271
  (534)       On S&P 500 Index, Strike @ 1196 Exp 2/15/13     (1,546
  (533)       On S&P 500 Index, Strike @ 1199 Exp 1/18/13     (141
  (92)       On Nikkei 225 Index, Strike @ 8287 Exp 12/13/13     (19,545
  (92)       On Nikkei 225 Index, Strike @ 8305 Exp 12/13/13     (19,782
  (534)       On S&P 500 Index, Strike @ 1232 Exp 3/15/13     (4,754
    

 

 

 

 

Total Written Put Options (Premiums Received $(533,817))

  $ (293,499
    

 

 

 

At December 31, 2012, the Fund’s open foreign currency contracts were as follows:**

 

Short Contracts

   Counterparty    Delivery
Date
     Contract
Amount
(Local
Currency)
     Contract
Value
    
Value
     Unrealized
Appreciation/
(Depreciation)
 

Australian Dollar

   Deutsche Bank      1/11/13         618,479       $ 645,692       $ 641,539       $ 4,153   

Brazilian Real

   Deutsche Bank      1/3/13         2,091,100         1,000,000         1,021,131         (21,131

Brazilian Real

   Deutsche Bank      2/4/13         2,091,100         1,014,113         1,016,941         (2,828

British Pound

   JPMorgan Chase      1/10/13         374,000         601,990         607,432         (5,442

British Pound

   Deutsche Bank      1/11/13         1,019,600         1,642,066         1,655,979         (13,913

British Pound

   JPMorgan Chase      1/17/13         22,600         36,404         36,705         (301

British Pound

   Deutsche Bank      1/18/13         623,300         1,006,131         1,012,311         (6,180

European Euro

   Credit Suisse First Boston      1/9/13         228,210         278,356         301,216         (22,860

European Euro

   Credit Suisse First Boston      1/11/13         933,782         1,222,302         1,232,526         (10,224

European Euro

   UBS Warburg      1/17/13         194,769         253,130         257,095         (3,965

European Euro

   Credit Suisse First Boston      1/23/13         228,210         278,425         301,253         (22,828

European Euro

   Credit Suisse First Boston      1/24/13         786,730         1,040,049         1,038,546         1,503   

European Euro

   Deutsche Bank      2/1/13         1,312,745         1,716,545         1,733,047         (16,502

Japanese Yen

   UBS Warburg      1/16/13         80,000,000         1,020,825         923,712         97,113   

Japanese Yen

   UBS Warburg      2/20/13         70,000,000         890,064         808,491         81,573   

Japanese Yen

   Deutsche Bank      3/11/13         40,000,000         501,190         462,068         39,122   

Japanese Yen

   Deutsche Bank      3/11/13         40,000,000         485,437         462,068         23,369   

Mexican Peso

   Credit Suisse First Boston      3/21/13         10,250,000         766,584         787,216         (20,632

Mexican Peso

   Deutsche Bank      4/4/13         12,259,600         948,225         940,285         7,940   

Singapore Dollar

   UBS Warburg      1/24/13         913,000         725,438         747,586         (22,148

Singapore Dollar

   UBS Warburg      2/7/13         1,260,000         1,015,556         1,031,707         (16,151

Turkish New Lira

   Barclays Bank      2/20/13         250,000         137,612         139,283         (1,671

Turkish New Lira

   Credit Suisse First Boston      5/15/13         241,379         131,113         133,095         (1,982

Turkish New Lira

   Credit Suisse First Boston      5/15/13         477,586         260,066         263,339         (3,273
        

 

 

    

 

 

    

 

 

    

 

 

 
           266,176,190       $ 17,617,313       $ 17,554,571       $ 62,742   
        

 

 

    

 

 

    

 

 

    

 

 

 

 

continued

 

22


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

At December 31, 2012, the Fund’s open forward cross currency contracts were as follows:**

 

Purchase/Sale

 

Counterparty

 

Amount
Purchased

  Amount Sold     Contract
Value
    Value     Unrealized
Appreciation/
(Depreciation)
 

Swiss Franc/European Euro

  UBS Warburg   441,536 CHF     365,518 EUR      $ 478,401      $ 479,025      $ 624   

Swiss Franc/European Euro

  Credit Suisse First Boston   769,954 CHF     637,100 EUR        844,864        846,427        1,563   

European Euro/Japanese Yen

  Deutsche Bank   570,000 EUR     629,344 JPY        745,650        780,012        34,362   

European Euro/Japanese Yen

  Barclays Bank   570,000 EUR     62,366,265 JPY        750,157        782,442        32,285   

European Euro/Japanese Yen

  Barclays Bank   290,000 EUR     33,129,890 JPY        382,587        382,849        (262
       

 

 

   

 

 

   

 

 

 
        $ 3,201,659      $ 3,270,755      $ 68,572   
       

 

 

   

 

 

   

 

 

 

Credit Default Swap Agreements—Sell Protection(a)**

At December 31, 2012, the Fund’s open credit default swap agreements were as follows:

 

Underlying Instrument

 

Counterparty

 

Expiration
Date

  Implied
Credit
Spread at
December 31,
2012

(%)(b)
    Notional
Amount
($)(c)
    Fixed
Rate
(%)
    Value
($)
    Upfront
Premiums
Paid/
(Received)
($)
    Unrealized
Appreciation/
(Depreciation)
($)
 

CDX North America Investment Grade Index Swap Agreement with Goldman Sachs International, N.A.; Series 19

  Goldman Sachs   12/20/17     0.95        (411,500     1.00        1,220        958        262   

CDX North America Investment Grade Index Swap Agreement with Goldman Sachs International; Series 19

  Goldman Sachs   12/20/17     0.95        (377,800     1.00        1,120        642        478   

CDX North America Investment Grade Index Swap Agreement with Deutsche Bank Trust Co.; Series 19

  Deutsche Bank   12/20/17     0.95        (765,000     1.00        2,268        1,847        421   

CDX North America Investment Grade Index Swap Agreement with JPMorgan Chase Bank, N.A.; Series 19

  JPMorgan Chase   12/20/17     0.95        (356,681     1.00        1,057        151        906   

CDX North America Investment Grade Index Swap Agreement with JPMorgan Chase Bank, N.A.; Series 19

  JPMorgan Chase   12/20/17     0.95        (713,361     1.00        2,115        2,024        91   
           

 

 

   

 

 

   

 

 

 
              7,780        5,622        2,158   
           

 

 

   

 

 

   

 

 

 

 

 

 

(a) When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.

 

(b) Implied credit spread, represented in absolute terms, utilized in determining the market value of the credit default swap agreements as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

 

(c) The notional amount represents the maximum potential amount the Fund could be required to make as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement.

 

continued

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments, continued

December 31, 2012

 

Interest Rate Swap Agreements**

At December 31, 2012, the Fund’s open interest rate swap agreements were as follows:

 

Pay/

Receive

Floating

Rate

 

Floating Rate Index

 

Fixed
Rate

  Expiration
Date
    Counterparty   Notional
Amount
($)
    Value
($)
    Unrealized
Appreciation/
(Depreciation)
($)
 

Pay

  3-Month U.S. Dollar LIBOR BBA   0.54%     9/14/15      Deutsche Bank     2,230,300        (2,043     (2,043

Pay

  3-Month U.S. Dollar LIBOR BBA   0.50%     9/17/15      JPMorgan Chase     1,490,000        (158     (158

Pay

  3-Month U.S. Dollar LIBOR BBA   1.28%     6/22/16      UBS Warburg     1,144,904        4,953        4,953   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.30%     8/17/16      Deutsche Bank     1,253,000        4,917        4,917   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.35%     8/24/16      Deutsche Bank     973,000        4,213        4,213   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.01%     9/27/16      Deutsche Bank     8,250,000        4,544        4,544   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.00%     9/28/16      Goldman Sachs     6,073,000        2,580        2,580   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.55%     9/28/17      Goldman Sachs     3,527,000        1,358        1,358   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.55%     10/4/17      JPMorgan Chase     3,943,789        1,286        1,286   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.24%     9/14/18      Deutsche Bank     875,900        6,726        6,726   

Pay

  3-Month U.S. Dollar LIBOR BBA   1.19%     9/17/18      JPMorgan Chase     610,300        2,978        2,978   
           

 

 

   

 

 

 
              31,354        31,354   
           

 

 

   

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

24


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investment securities, at cost

   $ 296,395,423   
  

 

 

 

Investment securities, at value

   $ 314,689,709   

Cash

     36,341   

Segregated cash for collateral

     16,259,666   

Interest and dividends receivable

     853,328   

Foreign currency, at value (cost $142,268)

     142,482   

Unrealized appreciation on forward currency contracts

     323,607   

Unrealized appreciation on swap agreements

     35,713   

Receivable for capital shares issued

     1,450,775   

Receivable for expenses paid indirectly

     822   

Receivable for investments sold

     252,098   

Premiums received on swap agreements

     5,622   

Reclaims receivable

     40,425   

Receivable for variation margin on futures contracts

     19,415   

Prepaid expenses

     2,587   
  

 

 

 

Total Assets

     334,112,590   
  

 

 

 

Liabilities:

  

Cash received as collateral for derivatives

     1,100,000   

Written options (Premiums received $911,438)

     702,188   

Unrealized depreciation on forward currency contracts

     192,293   

Unrealized depreciation on swap agreements

     2,201   

Payable upon return of securities loaned

     4,008,047   

Payable for investments purchased

     1,095,992   

Payable for variation margin on futures contracts

     46,254   

Manager fees payable

     201,658   

Administration fees payable

     28,532   

Distribution fees payable

     62,804   

Custodian fees payable

     76,314   

Administrative and compliance services fees payable

     2,914   

Other accrued liabilities

     49,878   
  

 

 

 

Total Liabilities

     7,569,075   
  

 

 

 

Net Assets

   $ 326,543,515   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 307,983,862   

Accumulated net investment income/(loss)

     (160,275

Accumulated net realized gains/(losses) from investment transactions

     143,467   

Net unrealized appreciation/(depreciation) on investments

     18,576,461   
  

 

 

 

Net Assets

   $ 326,543,515   
  

 

 

 

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

     30,979,645   

Net Asset Value (offering and redemption price per share)

   $ 10.54   
  

 

 

 

Consolidated Statement of Operations

For the Period Ended December 31, 2012 (a)

 

Investment Income:

  

Interest

   $ 2,347,071   

Dividends

     5,283,525   

Income from securities lending

     82,128   

Foreign withholding tax

     (198,968
  

 

 

 

Total Investment Income

     7,513,756   
  

 

 

 

Expenses:

  

Manager fees

     2,718,650   

Administration fees

     207,744   

Distribution fees

     823,618   

Custodian fees

     284,837   

Administrative and compliance services fees

     14,189   

Trustee fees

     27,493   

Professional fees

     69,097   

Shareholder reports

     25,082   

Other expenses

     15,203   
  

 

 

 

Total expenses before reductions

     4,185,913   
  

 

 

 

Less expenses contractually waived/reimbursed by the Manager

     (32,387

Less expenses voluntarily waived/reimbursed by the Manager

     (85,452

Less: Expenses paid indirectly

     (4,385
  

 

 

 

Net expenses

     4,063,689   
  

 

 

 

Net Investment Income/(Loss)

     3,450,067   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     1,523,205   

Net realized gains/(losses) on futures contracts

     (124,397

Net realized gains/(losses) on options contracts

     (1,195,874

Net realized gains/(losses) on swap agreements

     (52,572

Net realized gains/(losses) on forward currency contracts

     96,032   

Change in unrealized appreciation/depreciation on investments

     18,576,461   
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     18,822,855   
  

 

 

 

Change in Net Assets Resulting From Operations

   $ 22,272,922   
  

 

 

 
(a) For the Period January 10, 2012 (commencement of operations) to December 31, 2012.
 

 

See accompanying notes to the consolidated financial statements.

 

25


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Consolidated Statement of Changes in Net Assets

 

     AZL MVP
BlackRock Global
Allocation Fund
 
     January 10,
2012 to
December 31,
2012(a)
 

Change in Net Assets:

  

Operations:

  

Net investment income/(loss)

   $ 3,450,067   

Net realized gains/(losses) on investment transactions

     246,394   

Change in unrealized appreciation/depreciation on investments

     18,576,461   
  

 

 

 

Change in net assets resulting from operations

     22,272,922   
  

 

 

 

Dividends to Shareholders:

  

From net investment income

     (3,550,788

From net realized gains on investments

     (390,037
  

 

 

 

Change in net assets resulting from dividends to shareholders

     (3,940,825
  

 

 

 

Capital Transactions:

  

Proceeds from shares issued

     621,900,897   

Proceeds from dividends reinvested

     3,940,825   

Value of shares redeemed

     (317,630,304
  

 

 

 

Change in net assets resulting from capital transactions

     308,211,418   
  

 

 

 

Change in net assets

     326,543,515   

Net Assets:

  

Beginning of period

       

End of period

   $ 326,543,515   
  

 

 

 

Accumulated net investment income/(loss)

     (160,275
  

 

 

 

Share Transactions:

  

Shares issued

     31,328,229   

Shares reinvested

     377,112   

Shares redeemed

     (725,696
  

 

 

 

Change in shares

     30,979,645   
  

 

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

26


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund*

Consolidated Financial Highlights

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

 

     January 10,
2012 to
December 31,
2012(a)
 

Net Asset Value, Beginning of Period

   $ 10.00   
  

 

 

 

Investment Activities:

  

Net Investment Income/(Loss)

     0.11   

Net Realized and Unrealized Gains/(Losses) on Investments

     0.56   
  

 

 

 

Total from Investment Activities

     0.67   
  

 

 

 

Dividends to Shareholders From:

  

Net Investment Income

     (0.12

Net Realized Gains

     (0.01
  

 

 

 

Total Dividends

     (0.13
  

 

 

 

Net Asset Value, End of Period

   $ 10.54   
  

 

 

 

Total Return(b)

     6.71 %(c) 

Ratios to Average Net Assets/ Supplemental Data:

  

Net Assets, End of Period ($000’s)

   $ 326,544   

Net Investment Income/(Loss)(d)

     2.01

Expenses Before Reductions(d)(e)

     2.44

Expenses Net of Reductions(d)

     2.37

Expenses Net of Reductions, Excluding Expenses Paid Indirectly(f)

     2.37

Portfolio Turnover Rate

     119 %(c) 

 

 

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

 

(a) Period from commencement of operations.

 

(b) 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.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

(f) Expenses net of reductions excludes expenses paid indirectly, pursuant to a “commission recapture” program, under which brokers remit a portion of the brokerage commission which is used to pay certain Fund expenses. See note 2 in the Notes to the Consolidated Financial Statements.

 

See accompanying notes to the consolidated financial statements.

 

27


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

No tes to the Consolidated Financial Statements

December 31, 2012

 

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP BlackRock Global Allocation Fund (the “Fund”), and 12 are presented in separate reports.

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.

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 after trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold and on foreign currency transactions are recorded on the basis of identified cost. 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 exdividend date except in the case of foreign securities, in which case dividends are recorded as soon as such information becomes available.

Consolidation of Subsidiaries

During the period from January 10, 2012 to December 10, 2012 the Fund’s primary vehicle for gaining exposure to derivatives is through investments in its wholly-owned and controlled subsidiary, the AZL MVP BGA Investments Trust (the “Investment Trust Subsidiary”). The Subsidiary was liquidated on December 10, 2012 at its net asset value on such date. The Fund’s operations have been consolidated with the operations of the Subsidiary through its liquidation on December 10, 2012.

During the period ended December 31, 2012, the Fund primarily invested in shares of another mutual fund managed by the Manager, the AZL BlackRock Global Allocation Fund (the “VIP Subsidiary”), a wholly-owned and controlled subsidiary of the Fund. At December 31, 2012, the Fund’s aggregate investment in the VIP Subsidiary was $309,062,995, representing

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

94.64% of the Fund’s net assets. The VIP Subsidiary’s investments and operations have been consolidated with the investments and operations of the Fund.

Real Estate Investment Trusts

The Fund may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. Certain distributions received from REITs during the year, which are known to be a return of capital, are recorded as a reduction to the cost of the individual REIT.

Foreign Currency Translation

The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange to determine the fair value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included in the net realized and unrealized gain or loss on investments and foreign currencies.

Income received by the Fund from sources within foreign countries may be subject to withholding and other income or similar taxes imposed by such countries. The Funds accrue such taxes, as applicable, based on their current interpretation of tax rules in the foreign markets in which they invest.

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.

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 Fund of Funds Trust.

Securities Lending

To generate additional income, the Fund may lend up to 33 1/3% of its assets pursuant to agreements requiring that the loan be continuously secured by any combination of cash, U.S. government or U.S. government agency securities, equal initially to at least 102% of the fair value plus accrued interest on the securities loaned (105% for foreign securities). The borrower of securities is at all times required to post collateral to the Fund in an amount equal to 100% of the market value of the securities loaned based on the previous day’s market value of the securities loaned, marked-to-market daily. Any collateral shortfalls are adjusted the next business day. The Fund bears all of the gains and losses on such investments. The Fund receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral received. In extremely low interest rate environments, the broker rebate fee may exceed the interest earned or the cash collateral which would result in a loss to the Fund. The investment of cash collateral deposited by the borrower is subject to inherent market risks such as interest rate risk, credit risk, liquidity risk, and other risks that are present in the market, and as such, the value of these investments may

 

29


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

not be sufficient, when liquidated, to repay the borrower when the loaned security is returned. There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers, such as broker-dealers, banks or institutional borrowers of securities, deemed by the Allianz Investment Management LLC (the “Manager”) to be of good standing and credit worthy and when in its judgment, the consideration which can be earned currently from such securities loans justifies the attendant risks. Loans are subject to termination by the Trust or the borrower at any time, and are, therefore, not considered to be illiquid investments. Securities on loan at December 31, 2012 are presented on the Fund’s Consolidated Schedule of Portfolio Investments. The average outstanding amount of securities on loan was $7 million for the period ended December 31, 2012.

Cash collateral received in connection with securities lending is invested in the Allianz Variable Insurance Products Securities Lending Collateral Trust (the “Securities Lending Collateral Trust”) managed by The Dreyfus Corporation, an affiliate of the Custodian and Securities Lending Agent. The Securities Lending Collateral Trust invests in short-term investments that have a remaining maturity of 397 days or less as calculated in accordance with Rule 2a-7 under the 1940 Act. The Fund paid securities lending fees of $8,120 during the period ended December 31, 2012. These fees have been netted against “Income from securities lending” on the Consolidated Statement of Operations.

Commission Recapture

Certain Funds of the Trust participate in a commission recapture program. The Fund will utilize the recaptured commissions to pay for, in whole or part, certain expenses of the Fund, excluding investment advisory fees. Any amounts received by the Fund, if applicable, are disclosed as “Expenses paid indirectly” on the Consolidated Statement of Operations.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments that the Fund may utilize, including the primary underlying risk exposures related to each instrument type.

Forward Currency Contracts

During the period ended December 31, 2012, the Fund entered into forward currency contracts as an economic hedge against either specific transactions or portfolio instruments or to obtain exposure to foreign currencies. In addition to the foreign currency risk related to the use of these contracts, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. In the event of default by the counterparty to the transaction, the Fund’s maximum amount of loss, as either the buyer or the seller, is the unrealized appreciation of the contract. The forward currency contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The contract amount of forward currency contracts outstanding was $20.8 million as of December 31, 2012. The monthly average amount for these contracts was $27.1 million for the period ended December 31, 2012.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. The Fund used futures contracts to gain exposure to, or economically hedge against changes in the value of equity securities. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in

 

30


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $19.8 million as of December 31, 2012. The monthly average notional amount for these contracts was $15.0 million for the period ended December 31, 2012.

Options Contracts

The Fund may purchase or write put and call options on a security or an index of securities. During the period ended December 31, 2012, the Fund purchased and wrote call and put options to increase or decrease its exposure to underlying instruments (including equity risk, interest rate risk and/or foreign currency exchange rate risk) and/or, in the case of options written, to generate gains from options premiums.

Purchased Options Contracts — The Fund pays a premium which is included in “Investments, at value” on the Consolidated Statement of Assets and Liabilities and marked to market to reflect the current value of the option. Premiums paid for purchasing put options that expire are treated as realized losses. When a put option is exercised or closed, premiums paid for purchasing put options are offset against proceeds to determine the realized gain/loss on the transaction. The Fund bears the risk of loss of the premium and change in value should the counterparty not perform under the contract.

Written Options Contracts — The Fund receives a premium which is recorded as a liability and is subsequently adjusted to the current value of the options written. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options that are either exercised or closed are offset against the proceeds received or the amount paid on the transaction to determine realized gains or losses. The risk associated with writing an option is that the Fund bears the market risk of an unfavorable change in the price of an underlying asset and is required to buy or sell an underlying asset under the contractual terms of the option at a price different from the current value.

Realized gains and losses are reported as “Net realized gains/(losses) on option contracts” on the Consolidated Statement of Operations.

The Fund had the following transactions in purchased call and put options during the period ended December 31, 2012:

 

     Number of
Contracts
     Cost  

Options outstanding at December 31, 2011

           $   

Options purchased

     3,381,288         9,025,194   

Options exercised

     (13      (3,313

Options expired

     (249,833      (1,703,881

Options closed

     (178,559      (4,220,242
  

 

 

    

 

 

 

Options outstanding at December 31, 2012

     2,952,883       $ 3,097,758   
  

 

 

    

 

 

 

The Fund had the following transactions in written call and put options during the period ended December 31, 2012:

 

     Number of
Contracts
     Premiums
Received
 

Options outstanding at December 31, 2011

           $   

Options written

     (414,565      (3,832,647

Options exercised

     2,826         113,859   

Options expired

     147,708         533,228   

Options closed

     181,049         2,274,122   
  

 

 

    

 

 

 

Options outstanding at December 31, 2012

     (82,982      (911,438
  

 

 

    

 

 

 

Swap Agreements

The Fund may invest in swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into swap agreements to manage its exposure to market,

 

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Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

interest rate and credit risk. The value of swap agreements are equal to the Fund’s obligations (or rights) under swap agreements, which will generally be equal to the net amounts to be paid or received under the agreements based upon the relative values of the positions held by each party to the agreements. In connection with these arrangements, securities may be identified as collateral in accordance with the terms of the swap agreements to provide assets of value and recourse in the event of default or bankruptcy by the counterparty.

Swaps are marked to market daily using pricing sources approved by the Trustees and the change in value, if any, is recorded as unrealized gain or loss. Payments received or made at the beginning of the measurement period are recorded as realized gain or loss upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as a realized gain or loss. Net periodic payments received or paid by the Fund are included as part of realized gains (losses). Swap agreements involve, to varying degrees, elements of market risk and exposure to loss. The primary risks associated with the use of swap agreements are imperfect correlation between movements in the notional amount and the price of the underlying instruments and the inability of counterparties to perform. The notional amounts reflect the extent of the total investment exposure the Fund has under the swap agreement. The Fund bears the risk of loss of the amount expected to be received under a swap agreement (i.e., any unrealized appreciation) in the event of the default or bankruptcy of the swap agreement counterparty. The notional amount and related unrealized appreciation (depreciation) of each swap agreement at period end is disclosed in the swap tables in the Schedule of Portfolio Investments. The Fund is party to International Swap Dealers Association, Inc. Master Agreements (“ISDA Master Agreements”) with select counterparties that govern transactions, such as over-the-counter swap contracts, entered into by the Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement.

Interest rate swaps involve the exchange of commitments to pay and receive interest based on a notional amount and are subject to interest rate risk exposure. Interest rate swaps do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make. If the other party to an interest rate swap defaults, a Fund’s risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive. As of December 31, 2012, the Fund entered into interest rate swap agreements to gain or reduce exposure to interest rates or to manage duration, the yield curve or interest rate risk by economically hedging the value of the fixed rate bonds which may decrease when interest rates rise (interest rate risk). The notional amount of interest rate swaps outstanding was $30.4 million as of December 31, 2012. The monthly average notional amount for interest rate swaps was $19.4 million for the period ended December 31, 2012.

Credit default swap agreements may have as reference obligations one or more securities that are not currently held by the Fund. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. The Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, the Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap.

Credit default swap agreements involve greater risks than if the Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. The Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. The Fund’s obligations under a credit default swap agreement will be accrued daily (offset against

 

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Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

any amounts owing to the Fund). In connection with credit default swaps in which the Fund is the buyer, the Fund will segregate or “earmark” cash or assets determined to be liquid, or enter into certain offsetting positions, with a value at least equal to the Fund’s exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a marked-to market basis. In connection with credit default swaps in which the Fund is the seller, the Fund will segregate or “earmark” cash or assets determined to be liquid, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Fund). Such segregation or “earmarking” will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Fund’s portfolio. Such segregation or “earmarking” will not limit the Fund’s exposure to loss. As of December 31, 2012, the Fund entered into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults of corporate and/or sovereign issuers or to create exposure to corporate and/or sovereign issuers to which they are not otherwise exposed (credit risk). The notional amount of credit default swaps outstanding was $2.6 million as of December 31, 2012. The monthly average notional amount for credit default swaps was $0.9 million for the period ended December 31, 2012.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 
     Consolidated
Statement of Assets and
   Total Fair
Value
     Consolidated
Statement of Assets and
   Total Fair
Value
 

Primary Risk Exposure

  

Liabilities Location

     

Liabilities Location

  
Foreign Currency Contracts    Unrealized appreciation on forward currency contracts    $ 323,607       Unrealized depreciation on forward currency contracts    $ 192,293   
Equity Contracts    Receivable for variation margin on futures contracts*      50,153       Payable for variation margin on futures contracts*      78,285   
Credit Contracts    Unrealized appreciation on swap agreements      2,158       Unrealized depreciation on swap agreements        
Interest Rate Contracts    Unrealized appreciation on swap agreements      33,555       Unrealized depreciation on swap agreements      2,201   
Equity Contracts    Investment securities, at value (purchased options)      2,167,120       Written options      702,188   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Schedule of Portfolio Investments. Only current day’s variation margin is reported within the Consolidated Statement of Assets and Liabilities as Variation margin on futures contracts.

The following is a summary of the effect of derivative instruments on the Consolidated Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
    Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Foreign Currency Contracts    Net realized gains/(losses) on forward currency contracts/ change in unrealized appreciation/depreciation on investments    $ 96,032      $ 131,314   
Equity Contracts    Net realized gains/(losses) on futures contracts/change in unrealized appreciation/depreciation on investments /      (124,397     (28,132

 

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Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

Primary Risk Exposure

  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
    Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
   Net realized gains/(losses) on options contracts/change in unrealized appreciation/depreciation on investments      (1,195,874     (721,388
Credit Contracts    Net realized gains/(losses) on swap agreements/change in unrealized appreciation/depreciation on investments      (156,428     2,158   
Interest Rate Contracts    Net realized gains/(losses) on swap agreements/change in unrealized appreciation/depreciation on investments      103,856        31,355   

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has retained an independent money management organization (the “Subadviser”) to make investment decisions on behalf of the Fund. Pursuant to a subadvisory agreement between the Manager and BlackRock Investment Management, LLC (“BlackRock Investment”), BlackRock Investment provides investment advisory services as the Subadviser for the Fund subject to the general supervision of the Trustees and the Manager. The Manager is entitled to a fee, computed daily and paid monthly, based on the average daily net assets of the Fund. Expenses incurred by the Fund for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.” For its services, the Subadviser is entitled to a fee payable by the Manager. 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, based on the daily net assets of the Fund, through April 30, 2014.

For the period ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

      Annual Rate     Annual Expense Limit  

AZL MVP BlackRock Global Allocation Fund

     0.10 %*      0.15

AZL MVP BGA Investments Trust**

     1.00     1.25

AZL BlackRock Global Allocation Fund

     0.75     1.19

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 lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the period are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2012, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

 

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December 31, 2012

 

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 Consolidated Statement of Operations. During the period ended December 31, 2012, there were no voluntary waivers.

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 Trust-wide asset-based fee, which is based on the following schedule: 0.05% of daily average net assets on the first $4 billion, 0.04% of daily average net assets on the next $2 billion, 0.02% of daily average net assets on the next $2 billion and 0.01% of daily average net assets over $8 billion. The overall Trust-wide fees are accrued daily and paid monthly and are subject to a minimum annual fee. In addition, the Administrator is entitled to annual account fees related to the transfer agency system, an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair value services, 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 12b-1 fees directly from the Fund, plus a Trust-wide annual fee of $42,500, paid by the Manager from its profits and not by the Trust, for recordkeeping and reporting services.

The Trust has adopted a distribution and service plan in conformance with Rule 12b-1 of the 1940 Act. Pursuant to this plan, the Fund is authorized to pay certain fees for the sale and distribution of its shares and services provided to its shareholders at an annual rate not to exceed 0.25% of the Fund’s average daily net assets. These fees are reflected on the Statement of Operations as “Distribution fees.”

In addition, certain legal fees and expenses are paid to a law firm, Dorsey & Whitney LLP, of which the Secretary of the Fund and the Fund is a partner. During the period ended December 31, 2012, $2,019 and $4,226 was paid from the Fund and the Fund, respectively, 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 Fund of Funds 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 and 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 Fund of Funds Trust in proportion to the assets under management of each Trust. During the period ended December 31, 2012, 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

 

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December 31, 2012

 

   

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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

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). Equity securities are valued at the last quoted sale price or, if there is no sale, the last quoted bid price is used for long securities and the last quoted ask price is used for securities sold short. Securities listed on NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the official closing price as reported by NASDAQ. In each of these situations, valuations are typically categorized as a Level 1 in the fair value hierarchy. Investments in open-end investment companies are valued at their respective net asset value as reported by such companies and are typically categorized as Level 1 in the fair value hierarchy.

Debt and other fixed income securities are generally valued at an evaluated bid price provided by an independent pricing source approved by the Trustees. To value debt securities, pricing services may use various pricing techniques which take into account appropriate factors such as market activity, yield, quality, coupon rate, maturity, type of issue, trading characteristics, call features, credit ratings and other data, as well as broker quotes. Short term securities of sufficient credit quality with sixty days or less remaining until maturity may be valued at amortized cost, which approximates fair value. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy. Options are generally valued at the average of the closing bid and ask quotations on the principal exchange on which the option is traded, which are then typically categorized as Level 1 in the fair value hierarchy. Forward currency contracts are generally valued at the foreign currency exchange rate as of the close of the NYSE and are typically categorized as Level 2 in the fair value hierarchy. Non exchange-traded derivatives, such as swaps and certain options, are generally valued by approved independent pricing services utilizing techniques which take into account factors such as yields, quality, maturity, type of issue, trading characteristics, call features, credit ratings and other data, as well as broker quotes and are typically categorized as Level 2 in the fair value hierarchy.

Other assets and securities for which market quotations are not readily available, or are deemed unreliable are valued at fair value as determined in good faith by the Trustees or persons acting on the behalf of the Trustees. Fair value pricing may be used for significant events such as securities whose trading has been suspended, whose price has become stale or for which there is no currently available price at the close of the NYSE. Depending on the source and relative significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy. The Fund utilizes a pricing service to assist in determining the fair value of securities when certain significant events occur that may affect the value of foreign securities.

In accordance with procedures adopted by the Trustees, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time when the exchange on which they are traded closes and the time when the Fund’s net asset value is calculated. Management identifies possible fluctuation in international securities by monitoring the increase or decrease in the value of a designated benchmark index. In the event of an increase or decrease greater than predetermined levels, the Fund may use a systematic valuation model provided by an independent third party to fair value its international equity securities which are then typically categorized as Level 2 in the fair value hierarchy.

 

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Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the valuation inputs used as of December 31, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:

   Level 1      Level 2      Level 3      Total  

Common Stocks:

           

Aerospace & Defense

   $     2,432,446       $     1,206,966       $             —       $     3,639,412   

Air Freight & Logistics

     391,875                         391,875   

Auto Components

     549,064         1,769,849                 2,318,913   

Automobiles

     1,602,204         3,029,863                 4,632,067   

Beverages

     2,424,805         418,558                 2,843,363   

Biotechnology

     1,736,664                         1,736,664   

Capital Markets

     2,844,523         1,513,539                 4,358,062   

Chemicals

     4,034,456         5,430,994                 9,465,450   

Commercial Banks

     3,126,064         5,719,974                 8,846,038   

Communications Equipment

     2,274,713                         2,274,713   

Computers & Peripherals

     5,378,572                         5,378,572   

Construction & Engineering

     235,979         814,695                 1,050,674   

Consumer Finance

     1,515,989                         1,515,989   

Containers & Packaging

     134,945                         134,945   

Diversified Financial Services

     3,542,435         896,848                 4,439,283   

Diversified Telecommunication Services

     3,251,148         3,599,743                 6,850,891   

Electric Utilities

     1,481,133         763,003                 2,244,136   

Electrical Equipment

     641,516         155,094                 796,610   

Electronic Equipment, Instruments & Components

     805,189         1,099,743                 1,904,932   

Energy Equipment & Services

     2,586,602         137,564                 2,724,166   

Food & Staples Retailing

     1,551,422                         1,551,422   

Food Products

     3,623,264         1,535,759                 5,159,023   

Health Care Equipment & Supplies

     763,119         127,168                 890,287   

Health Care Providers & Services

     5,686,653         2,071,813                 7,758,466   

Hotels, Restaurants & Leisure

     973,303                         973,303   

Household Durables

     414,898         723,305                 1,138,203   

Household Products

     2,211,589                         2,211,589   

Independent Power Producers & Energy Traders

     662,971                         662,971   

Industrial Conglomerates

     2,434,635         1,874,883                 4,309,518   

Insurance

     4,223,865         2,527,500                 6,751,365   

Internet & Catalog Retail

     57,824         133,381                 191,205   

Internet Software & Services

     1,393,000         153,769         403,205         1,949,974   

IT Services

     2,606,586                         2,606,586   

Leisure Equipment & Products

     433,471                         433,471   

Life Sciences Tools & Services

     1,470,344                         1,470,344   

Machinery

     830,125         1,985,110                 2,815,235   

Media

     2,694,447         680,179                 3,374,626   

Metals & Mining

     3,963,598         2,418,750                 6,382,348   

Multiline Retail

     329,659                         329,659   

Multi-Utilities

     780,947         648,997                 1,429,944   

Oil, Gas & Consumable Fuels

       14,382,899         4,002,400                   18,385,299   

Paper & Forest Products

     56,533                         56,533   

Pharmaceuticals

     6,850,238         4,061,099                 10,911,337   

Real Estate Investment Trusts (REITs)

     1,164,282         1,033,284            151,459         2,349,025   

Real Estate Management & Development

     1,851,964         734,999                 2,586,963   

Road & Rail

     1,305,888         1,049,470                 2,355,358   

Semiconductors & Semiconductor Equipment

     2,037,621             2,942,215                 4,979,836   

Software

     5,491,098         481,858                 5,972,956   

 

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AZL MVP BlackRock Global Allocation Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

Investment Securities:

   Level 1     Level 2     Level 3     Total  

Specialty Retail

   $ 505,354      $ 481,932      $      $ 987,286   

Textiles, Apparel & Luxury Goods

     29,920        431,345               461,265   

Tobacco

     48,678        103,029               151,707   

Transportation Infrastructure

            119,767           380,017        499,784   

Water Utilities

     302,758                      302,758   

Wireless Telecommunication Services

         1,736,262            1,907,977                 3,644,239   

All Other Common Stocks+

            4,231,283               4,231,283   

Preferred Stocks:

        

Commercial Banks

     1,417,285        705,264               2,122,549   

All Other Preferred Stocks+

            1,184,120               1,184,120   

Warrants+

            17,077               17,077   

Convertible Preferred Stocks:

        

Commercial Banks

            171,500               171,500   

Electric Utilities

     503,242        253,098               756,340   

Health Care Providers & Services

            146,109               146,109   

All Other Convertible Preferred Stocks+

     479,872                      479,872   

Private Placements+

            1,814,165               1,814,165   

Convertible Bonds+

            8,768,368               8,768,368   

Floating Rate Loans:

        

Insurance

                      562,435        562,435   

All other Floating Rate Loans+

            481,177               481,177   

Collateralized Mortgage Obligations

            383,710               383,710   

Corporate Bonds:

        

Transportation Infrastructure

                   483,288        483,288   

All other Corporate Bonds+

            4,287,436               4,287,436   

Foreign Bonds+

            36,429,853               36,429,853   

Yankee Dollars+

            5,937,568               5,937,568   

U.S. Government Agency Mortgages

            193,845               193,845   

U.S. Treasury Obligations

            56,426,670               56,426,670   

Purchased Put Options

     38,966        212,007               250,973   

Purchased Call Options

     95,540        1,772,042        48,565        1,916,147   

Exchange Traded Funds

     7,839,151                      7,839,151   

Securities Held as Collateral for Securities on Loan

            4,008,047               4,008,047   

Unaffiliated Investment Companies

     2,213,590        3,796               2,217,386   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investment Securities

   $ 126,447,183      $ 186,213,557      $ 2,028,969      $ 314,689,709   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Financial Instruments:*

        

Futures Contracts

     41,920                      41,920   

Credit Default Swaps

            2,158               2,158   

Interest Rate Swaps

            31,354               31,354   

Forward Currency Contracts

            131,314               131,314   

Written Call Options

     (202,020     (184,595     (22,074     (408,689

Written Put Options

     (17,747     (249,262     (26,490     (293,499
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments

   $ 126,269,336      $ 185,944,526      $ 1,980,405      $ 314,194,267   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

  + For detailed industry descriptions, see the accompanying Schedule of Portfolio Investments.

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts, forward currency contracts, options and swap agreements. These investments are generally recorded in the financial statements at the unrealized gain or loss on the investment.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

As of December 31, 2012 there were no significant Level 3 valuations for which significant unobservable inputs were used to determine fair value.

 

5. Security Purchases and Sales

For the period ended December 31, 2012, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL MVP BlackRock Global Allocation Fund

   $ 443,664,027       $ 215,389,100   

For the period ended December 31, 2012, purchases and sales on long-term U.S government securities were as follows:

 

     Purchases      Sales  

AZL MVP BlackRock Global Allocation Fund

   $ 48,496,460       $ 30,907,462   

 

6. Restricted Securities

A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933 (the “1933 Act”) or pursuant to the resale limitations provided by Rule 144A under the 1933 Act, or an exemption from the registration requirements of the 1933 Act. Whether a restricted security is illiquid is determined pursuant to guidelines established by the Board of Trustees. Not all restricted securities are considered illiquid. At December 31, 2012, the Fund held restricted securities representing 0.21% of net assets, all of which have been deemed illiquid. The restricted illiquid securities held as of December 31, 2012 are presented in the Fund’s Consolidated Schedule of Portfolio Investments.

 

Security

   Acquisition
Date
     Acquisition
Cost
     Shares or
Principal
Amount
     Fair
Value
     Percentage
of Net
Assets
 

Inversiones Alsacia SA

     2/1/12       $ 224,991         247,923       $ 249,815         0.08

TFS Corp., Ltd.

     6/6/12         409,063         425,000         408,530         0.13

 

7. Investment Risks:

Foreign Securities and Currencies Risk:  Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of domestic issuers. Such risks include future political and economic developments, and the possible imposition of exchange controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is the possibility of expropriation of assets, confiscatory taxation, political or social instability or diplomatic developments which could adversely affect investments in those securities.

Emerging Markets Risk:  Emerging markets may have less developed trading markets and exchanges which may make it more difficult to sell securities at an acceptable price and their prices may be more volatile than securities of companies in more developed markets. Settlements of trades may be subject to greater delays so that the Fund may not receive the proceeds of a sale of a security on a timely basis. Emerging countries may also have less developed legal and accounting systems and investments may be subject to greater risks of government restrictions, nationalization, or confiscation.

Derivatives Risk:  The Fund may invest in derivatives as a principal strategy. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The counterparty to a derivatives contract could default. As required by applicable law, a Fund that invests in derivatives segregates cash or liquid securities, or both, to the extent that its obligations under the instrument are not covered through ownership of the underlying security, financial instrument, or currency.

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

Commodities-Related Investment Risk:  Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or sectors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs and international economic, political and regulatory developments. The U.S. Commodities Futures Trading Commission has proposed changes to certain of its rules governing investment in commodities by mutual funds, such as the Fund. In the event these changes are adopted, or if there are changes in the tax treatment of the Fund’s direct and indirect investments in commodities, the Fund may be unable to obtain exposure to commodity markets, or may be limited in the extent to which or manner in which it can obtain such exposure.

Security Quality Risk (also known as “High Yield Risk”):  The Fund may invest in high yield, high risk debt securities and unrated securities of similar credit quality (commonly known as “junk bonds”) may be subject to greater levels of credit and liquidity risk than funds that do not invest in such securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Fund’s ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose the value of its entire investment.

 

8. 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, 2012 is 297,489,088. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

    24,024,269   

Unrealized depreciation

    (6,823,648
 

 

 

 

Net unrealized appreciation

  $ 17,200,621   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

     Ordinary
Income
     Total
Distributions(a)
 

AZL MVP BlackRock Global Allocation Fund

   $ 3,940,825       $ 3,940,825   

 

  (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, 2012, the components of accumulated earnings on a tax basis were as follows:

 

     Undistributed
Ordinary
Income
     Unrealized
Appreciation(a)
     Total
Accumulated
Earnings/
(Deficit)
 

AZL MVP BlackRock Global Allocation Fund

   $ 1,283,528       $ 17,330,214       $ 18,613,742   

 

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

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP BlackRock Global Allocation Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

 

9. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2 (a)(9) of the 1940 Act. As December 31, 2012, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 90% of the Fund.

 

10. Subsequent Events

Management has evaluated events and transactions 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.

 

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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 consolidated statement of assets and liabilities of AZL MVP BlackRock Global Allocation Fund and Subsidiary (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the consolidated schedule of portfolio investments, as of December 31, 2012, and the related consolidated statements of operations and changes in net assets, and the consolidated financial highlights for the period January 10, 2012 (commencement of operations) to December 31, 2012. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audit.

We conducted our audit 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 consolidated financial statements and consolidated 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, 2012, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Fund and Subsidiary as of December 31, 2012, the results of its operations, the changes in its net assets, and the financial highlights for the period January 10, 2012 to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 46.52% 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, 2012, the Fund declared net short-term capital gain distributions of $390,037.

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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to various applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three

 

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year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

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Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.
Michael Radmer, Age 67
Dorsey & Whitney LLP,
Suite 1500 50 South Sixth Street
Minneapolis, MN 55402-1498
   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.
Ty Edwards, Age 46
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.
Stephen G. Simon, Age 44
5701 Golden Hills Drive
Minneapolis, MN 55416
   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

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Table of Contents

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL® MVP Franklin Templeton

Founding Strategy Plus Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

Table of Contents

 

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 5

Consolidated Statement of Operations

Page 5

Consolidated Statement of Changes in Net Assets

Page 6

Consolidated Financial Highlights

Page 7

Notes to the Consolidated Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory Agreement

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

AZL® MVP Franklin Templeton Founding Strategy Plus Fund Review (unaudited)

Allianz Investment Management LLC serves as the Manager for the AZL® MVP Franklin Templeton Founding Strategy Plus Fund.

What factors affected the Fund’s performance from its inception on April 30, 2012 to the period ended December 31, 2012?

From its inception on April 30, 2012 to the period ended December 31, 2012, the AZL® MVP Franklin Templeton Founding Strategy Plus Fund returned 6.87%. That compared to a 3.35% total return for its benchmark, the Balanced Composite Index, which is comprised of an 60% weighting in the S&P 500 Index1 and a 40% weighting in the Barclays U.S. Aggregate Bond Index1.

The AZL® MVP Franklin Templeton Founding Strategy Plus Fund (“the Fund”) is a fund of funds that invests primarily in the shares of another mutual fund—the AZL® Franklin Templeton Founding Strategy Plus Fund—managed by the Manager. This Fund invests in a combination of sub-portfolios, or strategies, each of which is managed by a Franklin Templeton asset manager. The Fund also employs the MVP (Managed Volatility Portfolio) risk-management process that primarily uses derivatives and is intended to adjust the risk of the portfolio based on quantitative indicators of market risk, such as the current level of fund and market volatility.

 

   

Templeton Growth Strategy

 

   

Franklin Mutual Shares Strategy

 

   

Franklin Income Strategy

 

   

Templeton Global Bond Strategy

Global stock markets were volatile during the year, with periodic downturns caused in part by concerns about slowing global economic growth, European sovereign debt and U.S. fiscal negotiations. As Europe’s leadership took measures to address the region’s debt crisis, investor attention shifted to the U.S. election and budget negotiations. Despite adversity and uncertainty in 2012, investors seemed to regain confidence in the latter half of the year and U.S. stocks—as well as global developed and emerging market stocks—made solid gains.

The Fund benefited in absolute terms from its component funds’ equity holdings in the financials, consumer discretionary, telecommunications, health care and materials sectors, while positions in the information technology and energy sectors detracted, in aggregate, from its overall performance. Geographically, most major regions contributed positively to performance. Holdings in Asia and Europe performed particularly well. The Templeton Growth Strategy Fund’s off-benchmark positions in Russia and Brazil weighed negatively on its performance.*

In the fixed-income market, low interest rates led many investors to seek the higher yields available among securities at the riskier end of the credit spectrum. That led to relatively strong performance among securities such as corporate bonds, while government issues generally underperformed their higher-risk counterparts.

Bonds in the communications, electric utility and energy sectors were leading contributors to the Fund’s absolute performance, while some fixed-income positions in the transportation and financials sectors lost value.*

The Fund significantly outperformed its composite benchmark. Stock selection in the consumer discretionary sector, especially in shares of leisure equipment and products firms, especially boosted performance relative to the benchmark. Stock selection in the financials sector, notably among commercial banks, also supported strong relative performance, as did holdings in wireless telecommunications services. An overweight in European shares benefited the Fund’s relative performance as well, as did stock selection in the U.S.*

The Fund’s relative performance was hurt by individual stock selection in the energy and consumer staples sector, and by its off-benchmark exposure to Brazil and stock selection in Canada and Russia.*

The Templeton Global Bond Strategy Fund’s currency positioning in Asia was a significant contributor to the Fund’s performance: Several Asian currencies held by the underlying fund strengthened against the U.S. dollar, while the Japanese yen, in which the underlying fund maintained a short position, weakened against the dollar.

With the generally low volatility environment for most of 2012, the MVP risk management process worked as intended and had minimal impact on the Fund’s equity exposure and performance. Although the fund did invest in derivative instruments during the period, they had no significant impact on performance.*

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, 2012.

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 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.

Investors cannot invest directly in an index.

 

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Table of Contents

AZL® MVP Franklin Templeton Founding Strategy Plus Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation with income as a secondary goal. 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.

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.

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.

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.

Aggregate Total Returns as of December 31, 2012

 

                 Since  
     3     6     Inception  
     Month     Month     (4/30/12)  

AZL® MVP Franklin Templeton

      

Founding Strategy Plus Fund

     2.76     8.94     6.87

S&P 500 Index

     –0.38     5.95     3.69

Barclays U.S. Aggregate Bond Index

     0.21     1.80     2.76

Balanced Composite Index

     –0.14     4.30     3.35

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® MVP Franklin Templeton

  

Founding Strategy Plus Fund

     1.27

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee. 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 0.15% through April 30, 2014. Additional information pertaining to the December 31, 2012 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 0.21%.

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 60% of the Standard & Poor’s 500 Index (“S&P 500”) and 40% of the Barclays 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 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.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Consolidated Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP Franklin Templeton Founding Strategy Plus 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 if 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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL MVP Franklin Templeton Founding Strategy Plus Fund

   $ 1,000.00       $ 1,089.40       $ 0.79         0.15

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

AZL MVP Franklin Templeton Founding Strategy Plus Fund

   $ 1,000.00       $ 1,024.38       $ 0.76         0.15

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

Fixed Income

     92.9

Unaffiliated Investment Company

     0.7
  

 

 

 

Total Investment Securities

     93.6

Net other assets (liabilities)

     6.4
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31,2012

 

Shares           Fair
Value
 
     

 

Affiliated Investment Company (92.9%):

  
  3,453,983      

AZL Franklin Templeton Founding Strategy Plus Fund

   $ 41,482,337   
     

 

 

 

 
 

Total Affiliated Investment Company
(Cost $39,781,227)

     41,482,337   
     

 

 

 
Shares           Fair
Value
 

 

Unaffiliated Investment Company (0.7%):

  
  291,733      

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00%(a)

   $ 291,733   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $291,733)

     291,733   
     

 

 

 

 
 

Total Investment Securities
(Cost $40,072,960)(b) — 93.6%

     41,774,070   

 

Net other assets (liabilities) — 6.4%

     2,872,493   
     

 

 

 

 

Net Assets — 100.0%

   $ 44,646,563   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

Futures Contracts

Cash of $2,126,782 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
     Notional
Value
     Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury 10-year Note March Futures

     Long         3/20/13         6       $ 796,688       $ (4,111

S&P 500 Index E-Mini March Futures

     Long         3/15/13         17         1,207,085         (4,773
              

 

 

 

Total

               $ (8,884
              

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 291,733   

Investments in affiliates, at cost

     39,781,227   
  

 

 

 

Total investment securities, at cost

   $ 40,072,960   
  

 

 

 

Investments in non-affiliates, at value

   $ 291,733   

Investments in affiliates, at value

     41,482,337   
  

 

 

 

Total investment securities, at value

     41,774,070   

Segregated cash for collateral

     2,126,782   

Receivable for capital shares issued

     1,047,755   
  

 

 

 

Total Assets

     44,948,607   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     291,733   

Manager fees payable

     1,785   

Administration fees payable

     6,152   

Custodian fees payable

     195   

Administrative and compliance services fees payable

     179   

Other accrued liabilities

     2,000   
  

 

 

 

Total Liabilities

     302,044   
  

 

 

 

Net Assets

   $ 44,646,563   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 43,037,509   

Accumulated net realized gains/(losses) from investment transactions

     (83,172

Net unrealized appreciation/(depreciation) on investments

     1,692,226   
  

 

 

 

Net Assets

   $ 44,646,563   
  

 

 

 

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

     4,244,155   

Net Asset Value (offering and redemption price per share)

   $ 10.52   
  

 

 

 

Consolidated Statement of Operations

For the Period Ended December 31, 2012 (a)

 

Investment Income:

  

Dividends from affiliates

   $ 554,430   
  

 

 

 

Total Investment Income

     554,430   
  

 

 

 

Expenses:

  

Manager fees

     21,801   

Administration fees

     21,437   

Custodian fees

     2,513   

Administrative and compliance services fees

     484   

Trustee fees

     954   

Professional fees

     20,903   

Shareholder reports

     1,817   

Other expenses

     3,631   
  

 

 

 

Total expenses before reductions

     73,540   

Less expenses contractually waived/reimbursed by the Manager

     (42,447

Less expenses voluntarily waived/reimbursed by the Manager

     (7,680
  

 

 

 

Net expenses

     23,413   
  

 

 

 

Net Investment Income/(Loss)

     531,017   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     (107,274

Net realized gains distributions from affiliated underlying funds

     108,617   

Net realized gains/(losses) on futures contracts

     56,684   

Change in unrealized appreciation/depreciation on investments

     1,692,226   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on
Investments

     1,750,253   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 2,281,270   
  

 

 

 

 

 

(a) For the Period April 30, 2012 (commencement of operations) to December 31, 2012.
 

 

See accompanying notes to the consolidated financial statements.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Consolidated Statement of Changes in Net Assets

 

     AZL MVP
Franklin Templeton

Founding Strategy
Plus Fund
 
     April 30, 2012
to
December 31,
2012 (a)
 

Change in Net Assets:

  

Operations:

  

Net investment income/(loss)

   $ 531,017   

Net realized gains/(losses) on investment transactions

     58,027   

Change in unrealized appreciation/depreciation on investments

     1,692,226   
  

 

 

 

Change in net assets resulting from operations

     2,281,270   
  

 

 

 

Dividends to Shareholders:

  

From net investment income

     (531,020

From net realized gains on investments

     (141,196
  

 

 

 

Change in net assets resulting from dividends to shareholders

     (672,216
  

 

 

 

Capital Transactions:

  

Proceeds from shares issued

     48,319,984   

Proceeds from dividends reinvested

     672,216   

Value of shares redeemed

     (5,954,691
  

 

 

 

Change in net assets resulting from capital transactions

     43,037,509   
  

 

 

 

Change in net assets

     44,646,563   

Net Assets:

  

Beginning of period

       
  

 

 

 

End of period

   $ 44,646,563   
  

 

 

 

Share Transactions:

  

Shares issued

     4,756,556   

Dividends reinvested

     64,450   

Shares redeemed

     (576,851
  

 

 

 

Change in shares

     4,244,155   
  

 

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund*

Consolidated Financial Highlights

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

 

     April 30, 2012
to
December 31,
2012 (a)
 

Net Asset Value, Beginning of Period

   $ 10.00   
  

 

 

 

Investment Activities:

  

Net Investment Income/(Loss)

     0.13   

Net Realized and Unrealized Gains/(Losses) on Investments

     0.56   
  

 

 

 

Total from Investment Activities

     0.69   
  

 

 

 

Dividends to Shareholders From:

  

Net Investment Income

     (0.13

Net Realized Gains

     (0.04
  

 

 

 

Total Dividends

     (0.17
  

 

 

 

Net Asset Value, End of Period

   $ 10.52   
  

 

 

 

Total Return(b)

     6.87 %(c) 

Ratios to Average Net Assets/ Supplemental Data:

  

Net Assets, End of Period ($000’s)

   $ 44,647   

Net Investment Income/(Loss)(d)

     3.46

Expenses Before Reductions(d)(e)

     0.48

Expenses Net of Reductions(d)

     0.15

Portfolio Turnover Rate

     34 %(c) 

 

 

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

 

(a) Period from commencement of operations.

 

(b) 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.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

See accompanying notes to the consolidated financial statements.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Consolidated Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Franklin Templeton Founding Strategy Plus Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

Consolidation of Subsidiaries

During the period from April 30, 2012 to December 10, 2012 the Fund’s primary vehicle for gaining exposure to derivatives is through investments in its wholly-owned and controlled subsidiary, the AZL MVP FTFSP Investments Trust (the “Subsidiary”). The Subsidiary was liquidated on December 10, 2012 at its net asset value on such date. The Subsidiary’s operations have been consolidated with the operations of the Fund through its liquidation on December 10, 2012.

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.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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.

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $2.0 million as of December 31, 2012. The monthly average notional amount for these contracts was $1.1 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Consolidated Statement of
Assets and Liabilities
Location

   Total
Fair
Value*
    

Consolidated Statement of
Assets and Liabilities
Location

   Total Fair
Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $       Payable for variation margin on futures contracts    $ 8,884   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Consolidated Schedule of Portfolio Investments. Only current day's variation margin is reported within the Consolidated Statement of Assets and Liabilities as Variation margin on futures contracts.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the effect of derivative instruments on the Consolidated Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)
on Derivatives
Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
     Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts/change in unrealized appreciation/depreciation on investments    $ 56,684       $ (8,884

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.”

For the period ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual Expense Limit  

AZL MVP Franklin Templeton Founding Strategy Plus Fund

     0.10 %*      0.15

AZL MVP FTFSP Investments Trust**

     1.00     1.25

 

  * The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee.

 

  ** The AZL MVP FTFSP Investments Trust liquidated on December 10, 2012.

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 lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the period are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.”

 

     Expires
12/31/15
 

AZL MVP Franklin Templeton Founding Strategy Plus Fund

   $ 9,667   

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 Consolidated Statement of Operations.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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, 2012, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Consolidated 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 Consolidated 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 Consolidated 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 period ended December 31, 2012, $170 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 period ended December 31, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

For the period ended December 31, 2012, 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, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1     Level 2      Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 41,482,337      $       $ 41,482,337   

Unaffiliated Investment Company

     291,733                291,733   
  

 

 

   

 

 

    

 

 

 

Total Investment Securities

     41,774,070                41,774,070   
  

 

 

   

 

 

    

 

 

 

Other Financial Instruments:*

       

Futures Contracts

     (8,884             (8,884
  

 

 

   

 

 

    

 

 

 

Total Investments

   $ 41,765,186      $     —       $ 41,765,186   
  

 

 

   

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the consolidated financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the period ended December 31, 2012, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL MVP Franklin Templeton Founding Strategy Plus Fund

   $ 47,527,773       $ 7,679,455   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $40,182,008. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 1,592,062   

Unrealized depreciation

      
 

 

 

 

Net unrealized appreciation

  $ 1,592,062   
 

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL MVP Franklin Templeton Founding Strategy Plus Fund

   $ 551,499       $ 120,717       $ 672,216   

 

  (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, 2012, 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 MVP Franklin Templeton Founding Strategy Plus Fund

   $ 11,677       $ 5,315       $ 1,592,062       $ 1,609,054   

 

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

 

8. Concentration of Investments

As of December 31, 2012, the Fund’s investment in the AZL Franklin Templeton Founding Strategy Plus Fund, which is affiliated with the Investment Adviser, represented greater than 90% of the Fund’s net assets. The financial statements of the AZL Franklin Templeton Founding Strategy Plus Fund are attached hereto.

 

9. Subsequent Events

Management has evaluated events and transactions subsequent to period end through the date the consolidated financial statements were issued, for purposes of recognition or disclosure in these consolidated financial statements and there are no subsequent events to report.

 

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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 consolidated statement of assets and liabilities of AZL MVP Franklin Templeton Founding Strategy Plus Fund and Subsidiary (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the consolidated schedule of portfolio investments, as of December 31, 2012, and the related consolidated statements of operations and changes in net assets, and the consolidated financial highlights for the period April 30, 2012 (commencement of operations) to December 31, 2012. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audit.

We conducted our audit 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 consolidated financial statements and consolidated 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, 2012, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Fund and Subsidiary as of December 31, 2012, the results of its operations, the changes in its net assets, and the financial highlights for the period April 30, 2012 to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 20.91% 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, 2012, the Fund declared net long-term capital gain distributions of $120,717.

During the year ended December 31, 2012, the Fund declared net short-term capital gain distributions of $20,482.

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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to various applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three

 

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year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

19


Table of Contents

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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

20


Table of Contents

Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

21


Table of Contents

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL MVP FusionSM Balanced Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

Table of Contents

 

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 5

Consolidated Statement of Operations

Page 5

Consolidated Statement of Changes in Net Assets

Page 6

Consolidated Financial Highlights

Page 7

Notes to the Consolidated Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory Agreement

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

AZL® MVP FusionSM Balanced Fund Review (unaudited)

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

What factors affected the Fund’s performance from its inception on January 10, 2012 to the period ended December 31, 2012?

From its inception on January 10, 2012 to the period ended December 31, 2012, the AZL® MVP FusionSM Balanced Fund returned 10.44%. That compared to a 8.64% total return for its benchmark, the Balanced Composite Index, which is comprised of an 50% weighting in the S&P 500 Index1 and a 50% weighting in the Barclays U.S. Aggregate Bond Index2.

The AZL® MVP FusionSM Balanced Fund is a fund of funds that generates broad diversification by investing in underlying funds. It was invested in 30 funds at 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 employs the MVP (Managed Volatility Portfolio) risk management process, which primarily uses derivatives and is intended to adjust the risk of the portfolio based on quantitative indicators of market risk, such as the current level of fund and market volatility.*

Stocks performed well during the period. The S&P 500 Index gained 12.83%, while international equities as measured by the MSCI EAFE Index3 rallied 16.52% for the period. The start of 2012 ushered in a strong appetite for risk assets, as investors were increasingly optimistic that the U.S. economy was showing signs of a healthy recovery. However, global macroeconomic risks, including uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery, remained in the backdrop throughout the period. These factors weighed on equity markets mid-year. Domestic equity markets made more moderate gains and experienced more volatility in the later part of the period as the focus turned to the U.S. elections and the “fiscal cliff” budget negotiations in Congress. International and emerging markets enjoyed a strong second half of 2012, following announcements of new injections of liquidity by the European Central Bank and other central banks. In this environment, the Fund’s equity exposure boosted its absolute performance.*

The Barclays U.S. Aggregate Bond Index gained 4.28% during the period. Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when 10-year U.S. Treasury yields briefly dipped below 1.40%. High-yield bonds outperformed during the period, with the Barclays U.S. Corporate High-Yield Bond Index4 returning 14.50%, despite unresolved questions surrounding the U.S. economic recovery and ongoing strains in the eurozone. Treasury Inflation-Protected Securities (TIPS)5 gained 6.47%.

The Fund outperformed its composite benchmark for the period. Its better-than-benchmark return resulted from both its diversified asset allocation approach and outperformance from several underlying holdings. Strong performance from the Fund’s allocation to high-yield bonds and TIPS, international equities, emerging market equities, and global real estate boosted the Fund’s relative performance. Additionally, outperformance from specific underlying funds relative to their individual benchmarks contributed positively to the Fund’s relative performance.*

Certain underlying funds lagged their benchmarks and weighed on relative returns as a result. The Fund also experienced underperformance within key large-cap value holdings.

In the generally low volatility environment for most of 2012, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or performance. Although the fund did invest in derivative instruments during the period, they had no significant impact on performance.*

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, 2012.

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 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 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 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


Table of Contents

AZL® MVP 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.

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.

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.

Investments in the Fund are subject to the risks related to direct investment in real estate, such as real estate risk, regulatory risks, concentration risk, and diversification risk. By itself the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investments.

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.

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.

Aggregate Total Returns as of December 31, 2012

 

                 Since  
     3     6     Inception  
     Month     Month     (1/10/12)  

AZL® MVP FusionSM Balanced Fund

     1.41     6.09     10.44

S&P 500 Index

     –0.38     5.95     12.83

Barclays U.S. Aggregate Bond Index

     0.21     1.80     4.28

Balanced Composite Index

     –0.08     3.88     8.64

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® MVP FusionSM Balanced Fund

     1.25

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to charge 0.20% and no longer voluntarily reduce the management fee. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.36%.

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 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 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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Consolidated Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP 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 if 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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL MVP Fusion Balanced Fund

   $ 1,000.00       $ 1,060.90       $ 1.30         0.25

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

AZL MVP Fusion Balanced Fund

   $ 1,000.00       $ 1,023.88       $ 1.27         0.25

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

International Equities

     14.7

Domestic Equities

     33.0

Fixed Income

     46.8

Unaffiliated Investment Company

     0.1
  

 

 

 

Total Investment Securities

     94.6

Net other assets (liabilities)

     5.4
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Consolidated Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 

 

Affiliated Investment Companies (94.5%):

  

  103,746      

AZL Allianz AGIC Opportunity Fund

   $ 1,280,228   
  215,530      

AZL BlackRock Capital Appreciation Fund

     3,079,929   
  141,053      

AZL Columbia Mid Cap Value Fund

     1,246,912   
  115,349      

AZL Columbia Small Cap Value Fund

     1,271,148   
  169,777      

AZL Dreyfus Research Growth Fund

     1,848,871   
  70,025      

AZL Federated Clover Small Value Fund

     1,270,260   
  225,847      

AZL Gateway Fund

     2,445,918   
  273,165      

AZL International Index Fund

     3,805,191   
  264,792      

AZL Invesco Growth and Income Fund

     3,100,716   
  235,678      

AZL Invesco International Equity Fund

     3,740,206   
  321,489      

AZL JPMorgan International Opportunities Fund

     5,095,599   
  461,884      

AZL JPMorgan U.S. Equity Fund

     4,951,392   
  152,069      

AZL MFS Investors Trust Fund

     2,477,200   
  413,091      

AZL MFS Value Fund

     3,709,560   
  72,129      

AZL Mid Cap Index Fund

     1,245,675   
  190,606      

AZL Morgan Stanley Global Real Estate Fund

     1,904,154   
  91,301      

AZL Morgan Stanley Mid Cap Growth Fund

     1,253,563   
  214,673      

AZL NFJ International Value Fund

     2,520,256   
  171,499      

AZL Oppenheimer Discovery Fund

     1,876,197   
Shares           Fair
Value
 

 

Affiliated Investment Companies, continued

  

  1,063,846      

AZL Pyramis Core Bond Fund

   $ 10,702,290   
  243,485      

AZL Russell 1000 Growth Index Fund

     3,075,210   
  421,035      

AZL Russell 1000 Value Index Fund

     4,985,055   
  158,491      

AZL Schroder Emerging Markets Equity Fund, Class 2

     1,272,682   
  179,915      

NFJ Dividend Value Portfolio

     1,849,526   
  359,758      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     3,687,524   
  458,587      

PIMCO PVIT High Yield Portfolio

     3,696,212   
  569,062      

PIMCO PVIT Low Duration Portfolio

     6,134,488   
  425,631      

PIMCO PVIT Real Return Portfolio

     6,065,245   
  1,992,351      

PIMCO PVIT Total Return Portfolio

     23,011,651   
  470,260      

PIMCO PVIT Unconstrained Bond Portfolio

     4,918,921   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $114,050,461)

     117,521,779   
     

 

 

 

 

Unaffiliated Investment Company (0.1%):

  

  121,794      

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00%(a)

     121,794   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $121,794)

     121,794   
     

 

 

 

 
 

Total Investment Securities
(Cost $114,172,255)(b) — 94.6%

     117,643,573   

 

Net other assets (liabilities) — 5.4%

     6,680,167   
     

 

 

 

 

Net Assets — 100.0%

   $ 124,323,740   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

Futures Contracts

Cash of $6,130,374 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
     Notional
Value
     Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury 10-year Note March Futures

     Long         3/20/13         22       $ 2,921,188       $ (13,976

S&P 500 Index E-Mini March Futures

     Long         3/18/13         43         3,053,215         (9,354
              

 

 

 

Total

               $ (23,330
              

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 121,794   

Investments in affiliates, at cost

     114,050,461   
  

 

 

 

Total investment securities, at cost

   $ 114,172,255   
  

 

 

 

Investments in non-affiliates, at value

   $ 121,794   

Investments in affiliates, at value

     117,521,779   
  

 

 

 

Total investment securities, at value

     117,643,573   

Segregated cash for collateral

     6,130,374   

Receivable for capital shares issued

     698,543   

Receivable for affiliated investments sold

     22,308   
  

 

 

 

Total Assets

     124,494,798   
  

 

 

 

Liabilities:

  

Cash overdraft

     22,308   

Payable for affiliated investments purchased

     121,794   

Manager fees payable

     15,199   

Administration fees payable

     6,361   

Custodian fees payable

     767   

Administrative and compliance services fees payable

     530   

Other accrued liabilities

     4,099   
  

 

 

 

Total Liabilities

     171,058   
  

 

 

 

Net Assets

   $ 124,323,740   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 120,785,440   

Accumulated net investment income/(loss)

     2,869   

Accumulated net realized gains/(losses) from investment transactions

     87,443   

Net unrealized appreciation/(depreciation) on investments

     3,447,988   
  

 

 

 

Net Assets

   $ 124,323,740   
  

 

 

 

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

     11,504,085   

Net Asset Value (offering and redemption price per share)

   $ 10.81   
  

 

 

 

Consolidated Statement of Operations

For the Period Ended December 31, 2012 (a)

 

Investment Income:

  

Dividends from affiliates

   $ 1,098,908   
  

 

 

 

Total Investment Income

     1,098,908   
  

 

 

 

Expenses:

  

Manager fees

     156,284   

Administration fees

     53,723   

Custodian fees

     4,540   

Administrative and compliance services fees

     1,707   

Trustee fees

     3,684   

Professional fees

     24,147   

Shareholder reports

     3,259   

Other expenses

     5,021   
  

 

 

 

Total expenses before reductions

     252,365   

Less expenses contractually waived/reimbursed by the Manager

     (44,496

Less expenses voluntarily waived/reimbursed by the Manager

     (31,973
  

 

 

 

Net expenses

     175,896   
  

 

 

 

Net Investment Income/(Loss)

     923,012   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     330,476   

Net realized gains distributions from affiliated underlying funds

     1,230,630   

Net realized gains/(losses) on futures contracts

     203,875   

Change in unrealized appreciation/depreciation on investments

     3,447,988   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on
Investments

     5,212,969   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 6,135,981   
  

 

 

 

 

 

(a) For the Period January 10, 2012 (commencement of operations) to December 31, 2012.
 

 

See accompanying notes to the consolidated financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Consolidated Statement of Changes in Net Assets

 

     AZL MVP
Fusion Balanced Fund
 
     January 10, 2012
to
December 31,
2012 (a)
 

Change in Net Assets:

  

Operations:

  

Net investment income/(loss)

   $ 923,012   

Net realized gains/(losses) on investment transactions

     1,764,981   

Change in unrealized appreciation/depreciation on investments

     3,447,988   
  

 

 

 

Change in net assets resulting from operations

     6,135,981   
  

 

 

 

Dividends to Shareholders:

  

From net investment income

     (1,644,354

From net realized gains on investments

     (953,327
  

 

 

 

Change in net assets resulting from dividends to shareholders

     (2,597,681
  

 

 

 

Capital Transactions:

  

Proceeds from shares issued

     119,882,360   

Proceeds from dividends reinvested

     2,597,681   

Value of shares redeemed

     (1,694,601
  

 

 

 

Change in net assets resulting from capital transactions

     120,785,440   
  

 

 

 

Change in net assets

     124,323,740   

Net Assets:

  

Beginning of period

       
  

 

 

 

End of period

   $ 124,323,740   
  

 

 

 

Accumulated net investment income/(loss)

   $ 2,869   
  

 

 

 

Share Transactions:

  

Shares issued

     11,419,882   

Dividends reinvested

     242,095   

Shares redeemed

     (157,892
  

 

 

 

Change in shares

     11,504,085   
  

 

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

6


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund*

Consolidated Financial Highlights

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

 

 

     January 10, 2012
to
December 31,
2012(a)
 

Net Asset Value, Beginning of Period

   $ 10.00   
  

 

 

 

Investment Activities:

  

Net Investment Income/(Loss)

     0.08   

Net Realized and Unrealized Gains/(Losses) on Investments

     0.96   
  

 

 

 

Total from Investment Activities

     1.04   
  

 

 

 

Dividends to Shareholders From:

  

Net Investment Income

     (0.15

Net Realized Gains

     (0.08
  

 

 

 

Total Dividends

     (0.23
  

 

 

 

Net Asset Value, End of Period

   $ 10.81   
  

 

 

 

Total Return(b)

     10.44 %(c) 

Ratios to Average Net Assets/
Supplemental Data:

  

Net Assets, End of Period ($000's)

   $ 124,324   

Net Investment Income/(Loss)(d)

     1.44

Expenses Before Reductions(d)(e)

     0.39

Expenses Net of Reductions(d)

     0.27

Portfolio Turnover Rate

     36 %(c) 

 

 

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

 

(a) Period from commencement of operations.

 

(b) 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.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

See accompanying notes to the consolidated financial statements.

 

7


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Notes to the Consolidated Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Balanced Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

Consolidation of Subsidiaries

During the period from January 10, 2012 to December 10, 2012 the Fund’s primary vehicle for gaining exposure to derivatives is through investments in its wholly-owned and controlled subsidiary, the AZL MVP FB Investments Trust (the “Subsidiary”). The Subsidiary was liquidated on December 10, 2012 at its net asset value on such date. The Subsidiary’s operations have been consolidated with the operations of the Fund through its liquidation on December 10, 2012.

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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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.

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $6.0 million as of December 31, 2012. The monthly average notional amount for these contracts was $3.3 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Consolidated Statement of
Assets and Liabilities
Location

   Total
Fair
Value*
    

Consolidated Statement of
Assets and Liabilities
Location

   Total Fair
Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $       Payable for variation margin on futures contracts    $ 23,330   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Consolidated Schedule of Portfolio Investments. Only current day's variation margin is reported within the Consolidated Statement of Assets and Liabilities as Variation margin on futures contracts.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the effect of derivative instruments on the Consolidated Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)
on Derivatives
Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
     Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts / change in unrealized appreciation/depreciation on investments    $ 203,875       $ (23,330

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.”

For the period ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual Expense Limit  

AZL MVP Fusion Balanced Fund

     0.20 %*      0.30

AZL MVP FB Investments Trust**

     1.00     1.25

 

  * The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to charge 0.20% and no longer voluntarily reduce the management fee.
  ** The AZL MVP FB Investment Trust liquidated on December 10, 2012.

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 lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the period are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2012, 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 Consolidated 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, 2012, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Consolidated Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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 Consolidated 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 Consolidated 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 period ended December 31, 2012, $757 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 period ended December 31, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

For the period ended December 31, 2012, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the valuation inputs used as of December 31, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1     Level 2      Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 117,521,779      $       $ 117,521,779   

Unaffiliated Investment Company

     121,794                121,794   
  

 

 

   

 

 

    

 

 

 

Total Investment Securities

     117,643,573                117,643,573   
  

 

 

   

 

 

    

 

 

 

Other Financial Instruments:*

       

Futures Contracts

     (23,330             (23,330
  

 

 

   

 

 

    

 

 

 

Total Investments

   $ 117,620,243      $       $ 117,620,243   
  

 

 

   

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the consolidated financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the period ended December 31, 2012, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL MVP Fusion Balanced Fund

   $ 138,107,681       $ 24,536,698   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $114,208,501. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 3,722,169   

Unrealized depreciation

    (287,097
 

 

 

 

Net unrealized appreciation

  $ 3,435,072   
 

 

 

 

 

12


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Balanced Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL MVP Fusion Balanced Fund

   $ 2,064,165       $ 533,516       $ 2,597,681   

 

  (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, 2012, 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 MVP Fusion Balanced Fund

   $ 22,216       $ 81,012       $ 3,435,072       $ 3,538,300   

 

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

 

8. Subsequent Events

At a Board meeting on December 5, 2012, the Trustees approved a reorganization whereby, subject to shareholder approval, the AZL Fusion Balanced Fund will acquire the assets and liabilities of the AZL MVP Fusion Balanced Fund. If approved by the shareholders, the reorganization is expected to be completed on or about April 26, 2013.

Management has evaluated events and transactions subsequent to period end through the date the consolidated financial statements were issued, for purposes of recognition or disclosure in these consolidated financial statements and there are no additional subsequent events to report.

 

13


Table of Contents

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 consolidated statement of assets and liabilities of AZL MVP Fusion Balanced Fund and Subsidiary (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the consolidated schedule of portfolio investments, as of December 31, 2012, and the related consolidated statements of operations and changes in net assets, and the consolidated financial highlights for the period January 10, 2012 (commencement of operations) to December 31, 2012. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audit.

We conducted our audit 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 consolidated financial statements and consolidated 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, 2012, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Fund and Subsidiary as of December 31, 2012, the results of its operations, the changes in its net assets, and the financial highlights for the period January 10, 2012 to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 10.61% 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, 2012, the Fund declared net long-term capital gain distributions of $533,516.

During the year ended December 31, 2012, the Fund declared net short-term capital gain distributions of $419,811.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per share     Foreign Tax Expense Per Share  
$ 0.04      $ 0.00   

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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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 applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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.

 

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For example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

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Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

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LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL MVP FusionSM Moderate Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

Table of Contents

 

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 5

Consolidated Statement of Operations

Page 5

Consolidated Statement of Changes in Net Assets

Page 6

Consolidated Financial Highlights

Page 7

Notes to the Consolidated Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory Agreement

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

AZL® MVP FusionSM Moderate Fund Review (unaudited)

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

What factors affected the Fund’s performance from its inception on January 10, 2012 to the period ended December 31, 2012?

From its inception on January 10, 2012 to the period ended December 31, 2012, the AZL® MVP FusionSM Moderate Fund returned 11.25%. That compared to a 9.91% total return for its benchmark, the Moderate Composite Index, which is comprised of an 65% weighting in the S&P 500 Index1 and a 35% weighting in the Barclays U.S. Aggregate Bond Index2.

The AZL® MVP FusionSM Moderate Fund is a fund of funds that generates broad diversification by investing in underlying funds. It was invested in 29 funds at year-end. The Fund typically holds between 55% and 75% of its assets in equity funds and between 25% and 45% in fixed income funds. The Fund also employs the MVP (Managed Volatility Portfolio) risk management process that primarily uses derivatives and is intended to adjust the portfolio’s risk level based on quantitative indicators of market risk, such as fund and market volatility.*

Stocks performed well during the period. The S&P 500 Index gained 12.83% for the period, while international equities as measured by the MSCI EAFE Index3 rallied 16.52%. The start of 2012 ushered in a strong appetite for risk assets with growing optimism among investors that the U.S. economy was showing signs of a healthy recovery. Nevertheless, global macroeconomic risks, including uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery, remained in the backdrop throughout the year. These factors weighed on equity markets mid-year. Domestic equity markets saw more moderate gains and experienced more volatility in the later part of the year as the focus turned to the U.S. elections and the “fiscal cliff” budget negotiations in Congress. International and emerging markets enjoyed a strong second half of 2012, following announcements of new injections of liquidity by the European Central Bank and other central banks. In this environment, the Fund’s equity exposure boosted its absolute performance.*

The Barclays U.S. Aggregate Bond Index gained 4.28% during the period. Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when 10-year U.S. Treasury yields briefly dipped below 1.40%. High-yield bonds outperformed during the period, with the Barclays U.S. Corporate High-Yield Bond Index4 returning 14.50%, despite unresolved questions surrounding the U.S. economic recovery and ongoing strains in the Eurozone. Treasury Inflation-Protected Securities (TIPS)5 gained 6.47%.

The Fund outperformed its composite benchmark for the year. Its better-than-benchmark return resulted from both its diversified asset allocation approach and outperformance from several underlying holdings. Strong performance from the Fund’s allocations to high-yield bonds, TIPS, international equities, emerging market equities and global real estate boosted the Fund’s relative performance. Additionally, outperformance from specific underlying funds relative to their individual benchmarks contributed positively to the Fund’s relative performance.*

Certain underlying funds lagged their benchmarks and weighed on relative returns as a result. The Fund also experienced underperformance within key large-cap value holdings. With the generally low volatility environment for most of 2012, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or performance. Although the fund did invest in derivative instruments during the period, they had no significant impact on performance.*

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, 2012.

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 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 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 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.

 

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Table of Contents

AZL® MVP 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.

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.

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.

Investments in the Fund are subject to the risks related to direct investment in real estate, such as real estate risk, regulatory risks, concentration risk, and diversification risk. By itself the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investments.

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.

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.

Aggregate Total Returns as of December 31, 2012

 

                 Since  
     3     6     Inception  
     Month     Month     (1/10/12)  

AZL® MVP FusionSM Moderate Fund

     1.78     7.07     11.25

S&P 500 Index

     –0.38     5.95     12.83

Barclays U.S. Aggregate Bond Index

     0.21     1.80     4.28

Moderate Composite Index

     –0.17     4.50     9.91

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® MVP FusionSM Moderate Fund

     1.31

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to charge 0.20% and no longer voluntarily reduce the management fee. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.36%.

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 65% of the Standard & Poor’s 500 Index (“S&P 500”) and 35% of the Barclays 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 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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

Consolidated Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP 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 if 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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL MVP Fusion Moderate Fund

   $ 1,000.00       $ 1,070.70       $ 1.20         0.23

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

AZL MVP Fusion Moderate Fund

   $ 1,000.00       $ 1,023.98       $ 1.17         0.23

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

International Equities

     22.8

Domestic Equities

     39.2

Fixed Income

     32.7

Unaffiliated Investment Company

     0.2
  

 

 

 

Total Investment Securities

     94.9

Net other assets (liabilities)

     5.1
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund 

Consolidated Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 
     

 

Affiliated Investment Companies (94.7%):

  
  193,718      

AZL Allianz AGIC Opportunity Fund

   $ 2,390,480   
  648,859      

AZL BlackRock Capital Appreciation Fund

     9,272,192   
  397,491      

AZL Columbia Mid Cap Value Fund

     3,513,823   
  323,630      

AZL Columbia Small Cap Value Fund

     3,566,403   
  426,529      

AZL Dreyfus Research Growth Fund

     4,644,904   
  130,722      

AZL Federated Clover Small Value Fund

     2,371,305   
  531,372      

AZL Gateway Fund

     5,754,756   
  850,160      

AZL International Index Fund

     11,842,724   
  593,264      

AZL Invesco Growth and Income Fund

     6,947,118   
  775,478      

AZL Invesco International Equity Fund

     12,306,835   
  901,012      

AZL JPMorgan International Opportunities Fund

     14,281,048   
  1,085,377      

AZL JPMorgan U.S. Equity Fund

     11,635,245   
  286,252      

AZL MFS Investors Trust Fund

     4,663,050   
  903,722      

AZL MFS Value Fund

     8,115,422   
  135,837      

AZL Mid Cap Index Fund

     2,345,912   
  476,657      

AZL Morgan Stanley Global Real Estate Fund

     4,761,800   
  256,223      

AZL Morgan Stanley Mid Cap Growth Fund

     3,517,936   
  655,246      

AZL NFJ International Value Fund

     7,692,591   
  323,107      

AZL Oppenheimer Discovery Fund

     3,534,794   
Shares           Fair
Value
 
     

 

Affiliated Investment Companies, continued

  

  1,627,060      

AZL Pyramis Core Bond Fund

   $ 16,368,225   
  503,934      

AZL Russell 1000 Growth Index Fund

     6,364,683   
  688,364      

AZL Russell 1000 Value Index Fund

     8,150,230   
  297,115      

AZL Schroder Emerging Markets Equity Fund, Class 2

     2,385,837   
  452,001      

NFJ Dividend Value Portfolio

     4,646,574   
  676,535      

PIMCO PVIT Global Advantage Strategy Bond Portfolio

     6,934,488   
  574,923      

PIMCO PVIT High Yield Portfolio

     4,633,881   
  639,844      

PIMCO PVIT Real Return Portfolio

     9,117,779   
  2,818,104      

PIMCO PVIT Total Return Portfolio

     32,549,101   
  662,913      

PIMCO PVIT Unconstrained Bond Portfolio

     6,934,070   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $213,803,858)

     221,243,206   
     

 

 

 

 

Unaffiliated Investment Company (0.2%):

  
  402,082      

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00%(a)

     402,082   
     

 

 

 

 
 

Total Unaffiliated Investment Company
(Cost $402,082)

     402,082   
     

 

 

 

 
 

Total Investment Securities
(Cost $214,205,940)(b) — 94.9%

     221,645,288   

 

Net other assets (liabilities) — 5.1%

     11,968,743   
     

 

 

 

 

Net Assets — 100.0%

   $ 233,614,031   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

Futures Contracts

Cash of $11,420,718 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
     Notional
Value
     Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury 10-year Note March Futures

     Long         3/20/13         29       $ 3,850,656       $ (21,100

S&P 500 Index E-Mini March Futures

     Long         3/15/13         104         7,384,520         (25,357
              

 

 

 

Total

               $ (46,457
              

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 402,082   

Investments in affiliates, at cost

     213,803,858   
  

 

 

 

Total investment securities, at cost

   $ 214,205,940   
  

 

 

 

Investments in non-affiliates, at value

   $ 402,082   

Investments in affiliates, at value

     221,243,206   
  

 

 

 

Total investment securities, at value

   $ 221,645,288   

Segregated cash for collateral

     11,420,718   

Receivable for capital shares issued

     993,361   
  

 

 

 

Total Assets

     234,059,367   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     402,082   

Manager fees payable

     28,536   

Administration fees payable

     6,181   

Custodian fees payable

     737   

Administrative and compliance services fees payable

     960   

Other accrued liabilities

     6,840   
  

 

 

 

Total Liabilities

     445,336   
  

 

 

 

Net Assets

   $ 233,614,031   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 226,051,950   

Accumulated net investment income/(loss)

     3,447   

Accumulated net realized gains/(losses) from investment transactions

     165,743   

Net unrealized appreciation/(depreciation) on investments

     7,392,891   
  

 

 

 

Net Assets

   $ 233,614,031   
  

 

 

 

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

     21,467,539   

Net Asset Value (offering and redemption price per share)

   $ 10.88   
  

 

 

 

Consolidated Statement of Operations

For the Period Ended December 31, 2012 (a)

 

Investment Income:

  

Dividends from affiliates

   $ 2,066,007   
  

 

 

 

Total Investment Income

     2,066,007   
  

 

 

 

Expenses:

  

Manager fees

     299,584   

Administration fees

     53,488   

Custodian fees

     4,486   

Administrative and compliance services fees

     3,117   

Trustee fees

     6,929   

Professional fees

     28,297   

Shareholder reports

     5,126   

Other expenses

     5,586   
  

 

 

 

Total expenses before reductions

     406,613   

Less expenses contractually waived/reimbursed by the Manager

     (37,980

Less expenses voluntarily waived/reimbursed by the Manager

     (61,265
  

 

 

 

Net expenses

     307,368   
  

 

 

 

Net Investment Income/(Loss)

     1,758,639   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     539,080   

Net realized gains distributions from affiliated underlying funds

     2,461,547   

Net realized gains/(losses) on futures contracts

     473,285   

Change in unrealized appreciation/depreciation on investments

     7,392,891   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on
Investments

     10,866,803   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 12,625,442   
  

 

 

 

 

 

(a) For the Period January 10, 2012 (commencement of operations) to December 31, 2012.
 

 

See accompanying notes to the consolidated financial statements.

 

5


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Consolidated Statement of Changes in Net Assets

 

     AZL MVP
Fusion Moderate Fund
 
     January 10, 2012
to
December 31,
2012(a)
 

Change in Net Assets:

  

Operations:

  

Net investment income/(loss)

   $ 1,758,639   

Net realized gains/(losses) on investment transactions

     3,473,912   

Change in unrealized appreciation/depreciation on investments

     7,392,891   
  

 

 

 

Change in net assets resulting from operations

     12,625,442   
  

 

 

 

Dividends to Shareholders:

  

From net investment income

     (2,853,679

From net realized gains on investments

     (2,209,682
  

 

 

 

Change in net assets resulting from dividends to shareholders

     (5,063,361
  

 

 

 

Capital Transactions:

  

Proceeds from shares issued

     226,526,130   

Proceeds from dividends reinvested

     5,063,361   

Value of shares redeemed

     (5,537,541
  

 

 

 

Change in net assets resulting from capital transactions

     226,051,950   
  

 

 

 

Change in net assets

     233,614,031   

Net Assets:

  

Beginning of period

       
  

 

 

 

End of period

   $ 233,614,031   
  

 

 

 

Accumulated net investment income/(loss)

   $ 3,447   
  

 

 

 

Share Transactions:

  

Shares issued

     21,520,146   

Dividends reinvested

     469,264   

Shares redeemed

     (521,871
  

 

 

 

Change in shares

     21,467,539   
  

 

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

6


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund*

Consolidated Financial Highlights

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

 

     January 10, 2012
to
December 31,
2012(a)
 

Net Asset Value, Beginning of Period

   $ 10.00   
  

 

 

 

Investment Activities:

  

Net Investment Income/(Loss)

     0.09   

Net Realized and Unrealized Gains/(Losses) on Investments

     1.03   
  

 

 

 

Total from Investment Activities

     1.12   
  

 

 

 

Dividends to Shareholders From:

  

Net Investment Income

     (0.14

Net Realized Gains

     (0.10
  

 

 

 

Total Dividends

     (0.24
  

 

 

 

Net Asset Value, End of Period

   $ 10.88   
  

 

 

 

Total Return(b)

     11.25 %(c) 

Ratios to Average Net Assets/ Supplemental Data:

  

Net Assets, End of Period ($000’s)

   $ 233,614   

Net Investment Income/(Loss)(d)

     1.43

Expenses Before Reductions(d)(e)

     0.33

Expenses Net of Reductions(d)

     0.25

Portfolio Turnover Rate

     28 %(c) 

 

 

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

 

(a) Period from commencement of operations.

 

(b) 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.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

See accompanying notes to the consolidated financial statements.

 

7


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

Notes to the Consolidated Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Moderate Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

Consolidation of Subsidiaries

During the period from January 10, 2012 to December 10, 2012 the Fund’s primary vehicle for gaining exposure to derivatives is through investments in its wholly-owned and controlled subsidiary, the AZL MVP FM Investments Trust (the “Subsidiary”). The Subsidiary was liquidated on December 10, 2012 at its net asset value on such date. The Subsidiary’s operations have been consolidated with the operations of the Fund through its liquidation on December 10, 2012.

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.

 

8


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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.

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $11.2 million as of December 31, 2012. The monthly average notional amount for these contracts was $6.4 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Consolidated Statement of
Assets and Liabilities
Location

   Total
Fair
Value*
    

Consolidated Statement of
Assets and Liabilities
Location

   Total
Fair Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $       Payable for variation margin on futures contracts    $ 46,457   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Consolidated Schedule of Portfolio Investments. Only current day's variation margin is reported within the Consolidated Statement of Assets and Liabilities as Variation margin on futures contracts.

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the effect of derivative instruments on the Consolidated Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)
on Derivatives
Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
     Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts/change in unrealized appreciation/depreciation on investments    $ 473,285       $ (46,457

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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 generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, based on the daily net assets of the Fund, through April 30, 2014. Expenses incurred for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.”

For the period ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual Expense Limit  

AZL MVP Fusion Moderate Fund

     0.20 %*      0.30

AZL MVP FM Investments Trust**

     1.00     1.25

 

  * The Manager voluntarily reduced the management fee to 0.15%. Beginning January 1, 2013, the Manager expects to charge 0.20% and no longer voluntarily reduce the management fee.

 

  ** The AZL MVP FM Investments Trust liquidated on December 10, 2012.

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 lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the period are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2012, 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 Consolidated Statement of Operations.

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

 

10


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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 Consolidated 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 Consolidated 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 period ended December 31, 2012, $1,450 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 period ended December 31, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

For the period ended December 31, 2012, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the valuation inputs used as of December 31, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1     Level 2      Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 221,243,206      $       $ 221,243,206   

Unaffiliated Investment Company

     402,082                402,082   
  

 

 

   

 

 

    

 

 

 

Total Investment Securities

     221,645,288                221,645,288   
  

 

 

   

 

 

    

 

 

 

Other Financial Instruments:*

       

Futures Contracts

     (46,457             (46,457
  

 

 

   

 

 

    

 

 

 

Total Investments

   $ 221,598,831      $       $ 221,598,831   
  

 

 

   

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the consolidated financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the period ended December 31, 2012, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL MVP Fusion Moderate Fund

   $ 249,340,984       $ 36,427,578   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $214,282,136. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 8,105,916   

Unrealized depreciation

    (742,764
 

 

 

 

Net unrealized appreciation

  $ 7,363,152   
 

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Fusion Moderate Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL MVP Fusion Moderate Fund

   $ 3,598,435       $ 1,464,926       $ 5,063,361   

 

  (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, 2012, 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 MVP Fusion Moderate Fund

   $ 48,692       $ 150,237       $ 7,363,152       $ 7,562,081   

 

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

 

8. Subsequent Events

At a Board meeting on December 5, 2012, the Trustees approved a reorganization whereby, subject to shareholder approval, the AZL Fusion Moderate Fund will acquire the assets and liabilities of the AZL MVP Fusion Moderate Fund. If approved by the shareholders, the reorganization is expected to be completed on or about April 26, 2013.

Management has evaluated events and transactions subsequent to period end through the date the consolidated financial statements were issued, for purposes of recognition or disclosure in these consolidated financial statements and there are no additional subsequent events to report.

 

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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 consolidated statement of assets and liabilities of AZL MVP Fusion Moderate Fund and Subsidiary (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the consolidated schedule of portfolio investments, as of December 31, 2012, and the related consolidated statements of operations and changes in net assets, and the consolidated financial highlights for the period January 10, 2012 (commencement of operations) to December 31, 2012. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audit.

We conducted our audit 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 consolidated financial statements and consolidated 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, 2012, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund and Subsidiary as of December 31, 2012, the results of its operations, the changes in its net assets, and the financial highlights for the period January 10, 2012 to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 12.67% 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, 2012, the Fund declared net long-term capital gain distributions of $1,464,926.

During the year ended December 31, 2012, the Fund declared net short-term capital gain distributions of $744,755.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share   Foreign Tax Expense Per Share
$0.06   $0.00

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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

 

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to various applicable 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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three

 

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year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

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Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None
Brian Muench, 42
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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP, Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

21


Table of Contents

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ARRPT1212 08/12


Table of Contents

AZL® MVP Growth Index Strategy Fund

Annual Report

December 31, 2012

 

LOGO


Table of Contents

Table of Contents

 

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 5

Consolidated Statement of Operations

Page 5

Consolidated Statement of Changes in Net Assets

Page 6

Consolidated Financial Highlights

Page 7

Notes to the Consolidated Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory Agreement

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

AZL® MVP Growth Index Strategy Fund Review (unaudited)

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

What factors affected the Fund’s performance from its inception on January 10, 2012 to the period ended December 31, 2012?

From its inception on January 10, 2012 to the period ended December 31, 2012, the AZL® MVP Growth Index Strategy Fund returned 10.98%. That compared to a 10.76% total return for its benchmark, the Growth Composite Index, which is comprised of an 75% weighting in the S&P 500 Index1 and a 25% weighting in the Barclays U.S. Aggregate Bond Index2.

The AZL® MVP 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 equity sub-portfolios pursue passive strategies that aim 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 U.S. Aggregate Bond Index. Generally, the Fund allocates 65% to 85% of its assets to the underlying equity index funds and between 15% and 35% to the underlying bond index fund. The Fund also employs the MVP (Managed Volatility Portfolio) risk management process, which primarily uses derivatives and is intended to adjust the risk of the portfolio based on quantitative indicators of market risk, such as the current level of fund and market volatility.*

Stocks performed relatively well during the period. The start of 2012 ushered in a strong appetite for risk assets, as investors were increasingly optimistic that the U.S. economy was showing signs of a healthy recovery. However, global risks remained in the backdrop throughout the year as uncertainty regarding the debt crisis in the European Union and the strength of the U.S. economic recovery created concerns about global economic growth. These factors put a damper on equity markets during the middle of the period. Domestic equity markets were more muted in the later part of the period as the focus turned to the U.S. elections and the “fiscal cliff” negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity injections by the European Central Bank and other central banks. Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yield briefly dipped below 1.40%.

The Fund’s allocations to international and mid-cap stocks were the primary reasons for the Fund’s outperformance relative to its benchmark. International stocks, as represented by the MSCI EAFE, outperformed domestic stocks, returning 17.93%. The S&P 500, which represents large-cap stocks, returned 12.83%. Small- and mid-cap stocks, as measured by the S&P 600 and the S&P 400, returned 14.50% and 15.59%, respectively.*

The Fund’s fixed income allocation performed relatively in line with the Barclays U.S. Aggregate Bond Index, which returned 4.28% during the period.*

With the generally low volatility environment for most of 2012, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or performance. Although the fund did invest in derivative instruments during the period, they had no significant impact on performance.*

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, 2012.

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 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


Table of Contents

AZL® MVP 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.

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.

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.

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.

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.

Aggregate Total Returns as of December 31, 2012

 

                 Since  
     3     6     Inception  
     Month     Month     (1/10/12)  

AZL® MVP Growth Index Strategy Fund

     1.63     6.81     10.98

S&P 500 Index

     –0.38     5.95     12.83

Barclays U.S. Aggregate Bond Index

     0.21     1.80     4.28

Growth Composite Index

     –0.23     4.92     10.76

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® MVP Growth Index Strategy Fund

     0.92

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee. 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, 2014. Additional information pertaining to the December 31, 2012 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 0.26%.

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 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 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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Consolidated Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP 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 if 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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL MVP Growth Index Strategy Fund

   $ 1,000.00       $ 1,068.10       $ 0.62         0.12

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

AZL MVP Growth Index Strategy Fund

   $ 1,000.00       $ 1,024.53       $ 0.61         0.12

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

Domestic Equities

     52.0

International Equities

     19.2

Fixed Income

     23.4

Unaffiliated Investment Company

     0.5
  

 

 

 

Total Investment Securities

     95.1

Net other assets (liabilities)

     4.9
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Consolidated Schedule of Portfolio Investments

December 31, 2012

 

 

Shares           Fair
Value
 

 

Affiliated Investment Companies (94.6%):

  
  5,459,832      

AZL Enhanced Bond Index Fund

   $ 60,986,326   
  3,605,626      

AZL International Index Fund

     50,226,376   
  1,668,136      

AZL Mid Cap Index Fund

     28,808,715   
  9,351,606      

AZL S&P 500 Index Fund,
Class 2

     92,580,902   
  1,281,253      

AZL Small Cap Stock Index Fund

     14,593,473   
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $237,550,829)

     247,195,792   
     

 

 

 
Shares         Fair
Value
 

Unaffiliated Investment Company (0.5%):

  
1,234,666   

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00%(a)

   $ 1,234,666   
     

 

 

 

Total Unaffiliated Investment Company
(Cost $1,234,666)

     1,234,666   
     

 

 

 

Total Investment Securities
(Cost $238,785,495)(b) — 95.1%

     248,430,458   

Net other assets (liabilities) — 4.9%

     12,712,557   
     

 

 

 

Net Assets — 100.0%

   $ 261,143,015   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

Futures Contracts

Cash of $12,719,535 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
     Notional
Value
     Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury 10-year Note March Futures

     Long         3/20/13         23       $ 3,053,969       $ (18,017

S&P 500 Index E-Mini March Futures

     Long         3/15/13         132         9,372,660         (31,858
              

 

 

 

Total

               $ (49,875
              

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 1,234,666   

Investments in affiliates, at cost

     237,550,829   
  

 

 

 

Total investment securities, at cost

   $ 238,785,495   
  

 

 

 

Investments in non-affiliates, at value

   $ 1,234,666   

Investments in affiliates, at value

     247,195,792   
  

 

 

 

Total investment securities, at value

     248,430,458   

Segregated cash for collateral

     12,719,535   

Receivable for capital shares issued

     1,258,845   
  

 

 

 

Total Assets

     262,408,838   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     1,234,665   

Payable for capital shares redeemed

     4,081   

Payable for variation margin on futures contracts

     1,805   

Manager fees payable

     10,509   

Administration fees payable

     6,016   

Custodian fees payable

     495   

Administrative and compliance services fees payable

     1,023   

Other accrued liabilities

     7,229   
  

 

 

 

Total Liabilities

     1,265,823   
  

 

 

 

Net Assets

   $ 261,143,015   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 251,476,891   

Accumulated net realized gains/(losses) from investment transactions

     71,036   

Net unrealized appreciation/(depreciation) on investments

     9,595,088   
  

 

 

 

Net Assets

   $ 261,143,015   
  

 

 

 

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

     23,846,975   

Net Asset Value (offering and redemption price per share)

   $ 10.95   
  

 

 

 

Consolidated Statement of Operations

For the Period Ended December 31, 2012 (a)

 

Investment Income:

  

Dividends from affiliates

   $ 2,185,686   
  

 

 

 

Total Investment Income

     2,185,686   
  

 

 

 

Expenses:

  

Manager fees

     194,011   

Administration fees

     53,309   

Custodian fees

     3,783   

Administrative and compliance services fees

     3,378   

Trustee fees

     7,531   

Professional fees

     29,077   

Shareholder reports

     5,731   

Other expenses

     5,718   
  

 

 

 

Total expenses before reductions

     302,538   

Less expenses contractually waived/reimbursed by the Manager

     (36,763

Less expenses voluntarily waived/reimbursed by the Manager

     (67,339
  

 

 

 

Net expenses

     198,436   
  

 

 

 

Net Investment Income/(Loss)

     1,987,250   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     (111,029

Net realized gains distributions from affiliated underlying funds

     1,221,264   

Net realized gains/(losses) on futures contracts

     378,790   

Change in unrealized appreciation/depreciation on investments

     9,595,088   
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     11,084,113   
  

 

 

 

Change in Net Assets Resulting From
Operations

   $ 13,071,363   
  

 

 

 
(a) For the Period January 10, 2012 (commencement of operations) to December 31, 2012.
 

 

See accompanying notes to the consolidated financial statements.

 

5


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Consolidated Statement of Changes in Net Assets

 

     AZL MVP
Growth Index
Strategy Fund
 
     January 10,
2012 to
December 31,
2012 (a)
 

Change in Net Assets:

  

Operations:

  

Net investment income/(loss)

   $ 1,987,250   

Net realized gains/(losses) on investment transactions

     1,489,025   

Change in unrealized appreciation/depreciation on investments

     9,595,088   
  

 

 

 

Change in net assets resulting from operations

     13,071,363   
  

 

 

 

Dividends to Shareholders:

  

From net investment income

     (2,846,691

From net realized gains on investments

     (558,548
  

 

 

 

Change in net assets resulting from dividends to shareholders

     (3,405,239
  

 

 

 

Capital Transactions:

  

Proceeds from shares issued

     256,737,757   

Proceeds from dividends reinvested

     3,405,239   

Value of shares redeemed

     (8,666,105
  

 

 

 

Change in net assets resulting from capital transactions

     251,476,891   
  

 

 

 

Change in net assets

     261,143,015   

Net Assets:

  

Beginning of period

       
  

 

 

 

End of period

   $ 261,143,015   
  

 

 

 

Share Transactions:

  

Shares issued

     24,349,391   

Dividends reinvested

     314,427   

Shares redeemed

     (816,843
  

 

 

 

Change in shares

     23,846,975   
  

 

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

6


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund*

Consolidated Financial Highlights

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

 

     January 10,
2012 to
December 31,
2012(a)
 

Net Asset Value, Beginning of Period

   $ 10.00   
  

 

 

 

Investment Activities:

  

Net Investment Income/(Loss)

     0.09   

Net Realized and Unrealized Gains/(Losses) on Investments

     1.01   
  

 

 

 

Total from Investment Activities

     1.10   
  

 

 

 

Dividends to Shareholders From:

  

Net Investment Income

     (0.12

Net Realized Gains

     (0.03
  

 

 

 

Total Dividends

     (0.15
  

 

 

 

Net Asset Value, End of Period

   $ 10.95   
  

 

 

 

Total Return(b)

     10.98 %(c) 

Ratios to Average Net Assets/ Supplemental Data:

  

Net Assets, End of Period ($000’s)

   $ 261,143   

Net Investment Income/(Loss)(d)

     1.47

Expenses Before Reductions(d)(e)

     0.22

Expenses Net of Reductions(d)

     0.15

Portfolio Turnover Rate

     11 %(c) 

 

 

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

 

(a) Period from commencement of operations.

 

(b) 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.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

See accompanying notes to the consolidated financial statements.

 

7


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Notes to the Consolidated Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Growth Index Strategy Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

Consolidation of Subsidiaries

During the period from January 10, 2012 to December 10, 2012 the Fund’s primary vehicle for gaining exposure to derivatives is through investments in its wholly-owned and controlled subsidiary, the AZL MVP GIS Investments Trust (the “Subsidiary”). The Subsidiary was liquidated on December 10, 2012 at its net asset value on such date. The Subsidiary’s operations have been consolidated with the operations of the Fund through its liquidation on December 10, 2012.

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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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.

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $12.4 million as of December 31, 2012. The monthly average notional amount for these contracts was $6.2 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Consolidated Statement of
Assets and
Liabilities Location

   Total
Fair
Value*
    

Consolidated Statement of

Assets and

Liabilities Location

   Total Fair
Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $       Payable for variation margin on futures contracts    $ 49,875   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Consolidated Schedule of Portfolio Investments. Only current day's variation margin is reported within the Consolidated Statement of Assets and Liabilities as Variation margin on futures contracts.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the effect of derivative instruments on the Consolidated Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
     Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
 
Equity Contracts    Net realized gains/(losses) on futures contracts / change in unrealized appreciation/depreciation on investments    $ 378,790       $ (49,875

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.”

For the period ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual Expense Limit  

AZL MVP Growth Index Strategy Fund

     0.10 %*      0.20

AZL MVP GIS Investments Trust**

     1.00     1.25

 

  * The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee.

 

  ** The AZL MVP GIS Investments Trust liquidated on December 10, 2012.

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 lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the period are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2012, 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 Consolidated 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, 2012, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Consolidated Schedule of Portfolio Investments. The Manager or an affiliate of the Manager is paid a separate fee from the underlying funds for such services.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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 Consolidated 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 Consolidated 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 period ended December 31, 2012, $1,591 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 period ended December 31, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

For the period ended December 31, 2012, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the valuation inputs used as of December 31, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

      Level 1     Level 2      Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 247,195,792      $       $ 247,195,792   

Unaffiliated Investment Company

     1,234,666                1,234,666   
  

 

 

   

 

 

    

 

 

 

Total Investment Securities

     248,430,458                248,430,458   
  

 

 

   

 

 

    

 

 

 

Other Financial Instruments:*

       

Futures Contracts

     (49,875             (49,875
  

 

 

   

 

 

    

 

 

 

Total Investments

   $ 248,380,583      $       $ 248,380,583   
  

 

 

   

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the consolidated financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the period ended December 31, 2012, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL MVP Growth Index Strategy Fund

   $ 253,180,543       $ 15,754,931   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $238,897,076. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 9,651,253   

Unrealized depreciation

    (117,871
 

 

 

 

Net unrealized appreciation

  $ 9,533,382   
 

 

 

 

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Growth Index Strategy Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL MVP Growth Index Strategy Fund

   $ 2,925,784       $ 479,455       $ 3,405,239   

 

  (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, 2012, 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 MVP Growth Index Strategy Fund

   $ 53,267       $ 79,475       $ 9,533,382       $ 9,666,124   

 

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

 

8. Subsequent Events

Management has evaluated events and transactions subsequent to period end through the date the consolidated financial statements were issued, for purposes of recognition or disclosure in these consolidated financial statements and there are no subsequent events to report.

 

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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 consolidated statement of assets and liabilities of AZL MVP Growth Index Strategy Fund and Subsidiary (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the consolidated schedule of portfolio investments, as of December 31, 2012, and the related consolidated statements of operations and changes in net assets, and the consolidated financial highlights for the period January 10, 2012 (commencement of operations) to December 31, 2012. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audit.

We conducted our audit 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, 2012, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Fund and Subsidiary as of December 31, 2012, the results of its operations, the changes in its net assets, and the financial highlights for the period January 10, 2012 to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 31.80% 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, 2012, the Fund declared net long-term capital gain distributions of $479,455.

During the year ended December 31, 2011, the Fund declared net short-term capital gain distributions of $79,109.

The Fund intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2012 are as follows:

 

Foreign Source Income per Share     Foreign Tax Expense Per Share  
$ 0.06      $ 0.00   

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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 applicable factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the

 

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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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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.

 

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For example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

20


Table of Contents

Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.

Michael Radmer, Age 67

Dorsey & Whitney LLP, Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498

   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.

Ty Edwards, Age 46

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.

Stephen G. Simon, Age 44

5701 Golden Hills Drive Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

21


Table of Contents

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


Table of Contents

AZL® MVP Invesco Equity and Income Fund Annual Report

December 31, 2012

 

LOGO


Table of Contents

Table of Contents

 

Management Discussion and Analysis

Page 1

Consolidated Expense Examples and Portfolio Composition

Page 3

Consolidated Schedule of Portfolio Investments

Page 4

Consolidated Statement of Assets and Liabilities

Page 5

Consolidated Statement of Operations

Page 5

Consolidated Statement of Changes in Net Assets

Page 6

Consolidated Financial Highlights

Page 7

Notes to the Consolidated Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 14

Other Federal Income Tax Information

Page 15

Other Information

Page 16

Approval of Investment Advisory Agreement

Page 17

Information about the Board of Trustees and Officers

Page 20

 

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.


Table of Contents

AZL® MVP Invesco Equity and Income Fund Review (unaudited)

Allianz Investment Management LLC serves as the Manager for the AZL® MVP Invesco Equity and Income Fund.

What factors affected the Fund’s performance from its inception on January 10, 2012 to the period ended December 31, 2012?

From its inception on January 10, 2012 to the period ended December 31, 2012, the AZL® MVP Invesco Equity and Income Fund returned 8.89%. That compared to a 9.49% total return for its benchmark, the Balanced Composite Index, which is comprised of an 60% weighting in the S&P 500 Index1 and a 40% weighting in the Barclays U.S. Aggregate Bond Index2.

The AZL® MVP Invesco Equity and Income Fund (“the Fund”) is a fund of funds that invests primarily in the shares of another mutual fund managed by the Manager, the AZL® Invesco Equity and Income Fund. This underlying fund primarily invests in income-producing equity instruments (including common stocks, preferred stocks and convertible securities) and investment-grade quality debt securities. The Fund also employs the MVP (Managed Volatility Portfolio) risk management process that primarily uses derivatives and is intended to adjust the risk of the portfolio based on quantitative indicators of market risk, such as the current level of fund and market volatility.*

Stocks performed relatively well during the period. The start of 2012 ushered in a strong appetite for risk assets, as investors were increasingly optimistic that the U.S. economy was showing signs of a healthy recovery. Although, uncertainty regarding the debt crisis in the European Union and questions about the strength of the U.S. economic recovery created concerns about global economic growth. These factors put a damper on equity markets during the middle of the period. Domestic equity markets saw more moderate gains and experienced more volatility in the later part of the period as the focus turned to the U.S. elections and the “fiscal cliff” negotiations in Congress. International and emerging markets enjoyed a strong second half in 2012 following announcements of new rounds of liquidity by the European Central Bank and other central banks. Bond yields remained at historic lows for much of the year, bottoming out in the middle of the year when the 10-year U.S. Treasury yield briefly dipped below 1.40%.

The Fund held a relatively high cash position during the period due to difficulties finding stocks that fit with the Fund’s value-investing strategy. That cash position was a large detractor of performance as stocks performed very strongly for the period. Stock selection within the health care sector, notably within pharmaceuticals, also detracted from relative performance. The Fund was also hurt by weak stock selection in the consumer staples, energy, telecommunication services and information technology sectors.*

The Fund’s relative performance benefited from strong stock selection in several sectors, including industrials (particularly among capital goods and commercial and professional services companies), consumer discretionary (including media companies), and materials. The portfolio’s underweight position in utilities and overweight position in financial services also enhanced relative performance versus the benchmark.*

The traditional fixed-income portion of the Fund’s portfolio—which included investment-grade corporate bonds, U.S. Treasuries and agency securities—performed well during the period. However, stocks performed much better than bonds, and the Fund’s fixed-income holdings dragged on overall returns. The Fund’s convertible bond holdings had a positive effect on returns.*

With the generally low volatility environment for most of 2012, the MVP risk-management process worked as intended and had minimal impact on the Fund’s equity exposure and performance. Although the fund did invest in derivative instruments during the period, they had no significant impact on performance.*

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, 2012.

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 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.

Investors cannot invest directly in an index.

 

1


Table of Contents

AZL® MVP Invesco Equity and Income Fund Review (unaudited)

Fund Objective

The Fund’s investment objective is to seek the highest possible income consistent with safety of principal, with long-term growth as an important secondary objective. 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.

Value-based investments are subject to the risk that the broad market may not recognize their intrinsic value.

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.

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.

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.

Aggregate Total Returns as of December 31, 2012

 

                 Since  
     3     6     Inception  
     Month     Month     (1/10/12)  

AZL® MVP Invesco Equity and Income Fund

     0.54     5.31     8.89

S&P 500 Index

     –0.38     5.95     12.83

Barclays U.S. Aggregate Bond Index

     0.21     1.80     4.28

Balanced Composite Index

     –0.14     4.30     9.49

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® MVP Invesco Equity and Income Fund

     1.20

The above expense ratio is based on the current Fund prospectus dated April 30, 2012. The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee. 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 0.15% through April 30, 2014. Additional information pertaining to the December 31, 2012 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 0.21%.

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 60% of the Standard & Poor’s 500 Index (“S&P 500”) and 40% of the Barclays 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 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


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Invesco Equity and Income Fund

Consolidated Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP Invesco Equity and Income 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 if 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
7/1/12
     Ending
Account Value
12/31/12
     Expenses Paid
During Period
7/1/12 - 12/31/12*
     Annualized
Expense Ratio
During Period
7/1/12 - 12/31/12
 

AZL MVP Invesco Equity and Income Fund

   $ 1,000.00       $ 1,053.10       $ 0.77         0.15

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

AZL MVP Invesco Equity and Income Fund

   $ 1,000.00       $ 1,024.38       $ 0.76         0.15

 

  * Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments

   Percent of
net assets
 

Fixed Income

     94.7

Unaffiliated Investment Company

     0.3
  

 

 

 

Total Investment Securities

     95.0

Net other assets (liabilities)

     5.0
  

 

 

 

Net Assets

     100.0
  

 

 

 

 

3


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Invesco Equity and Income Fund

Consolidated Schedule of Portfolio Investments

December 31, 2012

 

Shares           Fair
Value
 
     

 

Affiliated Investment Company (94.7%):

  
  5,914,722      

AZL Invesco Equity And Income Fund

   $ 75,294,417   
     

 

 

 

 
 

Total Affiliated Investment Company
(Cost $72,704,425)

     75,294,417   
     

 

 

 

 

Unaffiliated Investment Company (0.3%):

  
  228,425      

Dreyfus Treasury Prime Cash Management, Institutional Shares, 0.00% (a)

     228,425   
     

 

 

 
Shares         Fair
Value
 
     

Unaffiliated Investment Company, continued

  

Total Unaffiliated Investment Company
(Cost $228,425)

   $ 228,425   
     

 

 

 

Total Investment Securities
(Cost $72,932,850)(b) — 95.0%

     75,522,842   

Net other assets (liabilities) — 5.0%

     4,003,169   
     

 

 

 

Net Assets — 100.0%

   $ 79,526,011   
     

 

 

 
 

 

Percentages indicated are based on net assets as of December 31, 2012.

 

(a) The rate represents the effective yield at December 31, 2012.

 

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

Futures Contracts

Cash of $3,889,561 has been segregated to cover margin requirements for the following open contracts as of December 31, 2012:

 

Description

   Type      Expiration
Date
     Number of
Contracts
     Notional
Value
     Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury 10-year Note March Futures

     Long         3/20/13         11       $ 1,460,594       $ (9,001

S&P 500 Index E-Mini March Futures

     Long         3/15/13         32         2,272,160         (8,324
              

 

 

 

Total

               $ (17,325
              

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

4


Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Invesco Equity and Income Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments in non-affiliates, at cost

   $ 228,425   

Investments in affiliates, at cost

     72,704,425   
  

 

 

 

Total investment securities, at cost

   $ 72,932,850   
  

 

 

 

Investments in non-affiliates, at value

   $ 228,425   

Investments in affiliates, at value

     75,294,417   
  

 

 

 

Total investment securities, at value

     75,522,842   

Segregated cash for collateral

     3,889,561   

Receivable for capital shares issued

     354,924   
  

 

 

 

Total Assets

     79,767,327   
  

 

 

 

Liabilities:

  

Payable for affiliated investments purchased

     228,425   

Manager fees payable

     3,219   

Administration fees payable

     6,080   

Custodian fees payable

     508   

Administrative and compliance services fees payable

     324   

Other accrued liabilities

     2,760   
  

 

 

 

Total Liabilities

     241,316   
  

 

 

 

Net Assets

   $ 79,526,011   
  

 

 

 

Net Assets Consist of:

  

Capital

   $ 76,906,223   

Accumulated net investment income/(loss)

     5   

Accumulated net realized gains/(losses) from investment transactions

     47,116   

Net unrealized appreciation/(depreciation) on investments

     2,572,667   
  

 

 

 

Net Assets

   $ 79,526,011   
  

 

 

 

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

     7,386,899   

Net Asset Value (offering and redemption price per share)

   $ 10.77   
  

 

 

 

Consolidated Statement of Operations

For the Period Ended December 31, 2012 (a)

 

Investment Income:

  

Dividends from affiliates

   $ 824,968   
  

 

 

 

Total Investment Income

     824,968   
  

 

 

 

Expenses:

  

Manager fees

     60,049   

Administration fees

     53,569   

Custodian fees

     3,853   

Administrative and compliance services fees

     1,116   

Trustee fees

     2,371   

Professional fees

     22,410   

Shareholder reports

     2,945   

Other expenses

     4,604   
  

 

 

 

Total expenses before reductions

     150,917   

Less expenses contractually waived/reimbursed by the Manager

     (65,437

Less expenses voluntarily waived/reimbursed by the Manager

     (20,841
  

 

 

 

Net expenses

     64,639   
  

 

 

 

Net Investment Income/(Loss)

     760,329   
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     (3,550

Net realized gains/(losses) on futures contracts

     140,664   

Change in unrealized appreciation/depreciation on investments

     2,572,667   
  

 

 

 

Net Realized/Unrealized
Gains/(Losses) on
Investments

     2,709,781   
  

 

 

 

Change in Net Assets
Resulting From
Operations

   $ 3,470,110   
  

 

 

 

 

 

(a) For the Period January 10, 2012 (commencement of operations) to December 31, 2012.
 

 

See accompanying notes to the consolidated financial statements.

 

5


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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

Consolidated Statement of Changes in Net Assets

 

     AZL MVP
Invesco Equity and Income Fund
 
     January 10, 2012
to
December 31,
2012 (a)
 

Change in Net Assets:

  

Operations:

  

Net investment income/(loss)

   $ 760,329   

Net realized gains/(losses) on investment transactions

     137,114   

Change in unrealized appreciation/depreciation on investments

     2,572,667   
  

 

 

 

Change in net assets resulting from operations

     3,470,110   
  

 

 

 

Dividends to Shareholders:

  

From net investment income

     (760,324

From net realized gains on investments

     (89,998
  

 

 

 

Change in net assets resulting from dividends to shareholders

     (850,322
  

 

 

 

Capital Transactions:

  

Proceeds from shares issued

     76,704,917   

Proceeds from dividends reinvested

     850,322   

Value of shares redeemed

     (649,016
  

 

 

 

Change in net assets resulting from capital transactions

     76,906,223   
  

 

 

 

Change in net assets

     79,526,011   

Net Assets:

  

Beginning of period

       
  

 

 

 

End of period

   $ 79,526,011   
  

 

 

 

Accumulated net investment income/(loss)

   $ 5   
  

 

 

 

Share Transactions:

  

Shares issued

     7,367,776   

Dividends reinvested

     79,842   

Shares redeemed

     (60,719
  

 

 

 

Change in shares

     7,386,899   
  

 

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Invesco Equity and Income Fund*

Consolidated Financial Highlights

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

 

 

     January 10, 2012
to
December 31,
2012(a)
 

Net Asset Value, Beginning of Period

   $ 10.00   
  

 

 

 

Investment Activities:

  

Net Investment Income/(Loss)

     0.10   

Net Realized and Unrealized Gains/(Losses) on Investments

     0.79   
  

 

 

 

Total from Investment Activities

     0.89   
  

 

 

 

Dividends to Shareholders From:

  

Net Investment Income

     (0.10

Net Realized Gains

     (0.02
  

 

 

 

Total Dividends

     (0.12
  

 

 

 

Net Asset Value, End of Period

   $ 10.77   
  

 

 

 

Total Return(b)

     8.89 %(c) 

Ratios to Average Net Assets/ Supplemental Data:

  

Net Assets, End of Period ($000's)

   $ 79,526   

Net Investment Income/(Loss)(d)

     1.82

Expenses Before Reductions(d)(e)

     0.36

Expenses Net of Reductions(d)

     0.15

Portfolio Turnover Rate

     9 %(c) 

 

 

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

 

(a) Period from commencement of operations.

 

(b) 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.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

See accompanying notes to the consolidated financial statements.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Invesco Equity and Income Fund

Notes to the Consolidated Financial Statements

December 31, 2012

 

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 13 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Invesco Equity and Income Fund (the “Fund”), and 12 are presented in separate reports.

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.

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.

Consolidation of Subsidiaries

During the period from January 10, 2012 to December 10, 2012 the Fund’s primary vehicle for gaining exposure to derivatives is through investments in its wholly-owned and controlled subsidiary, the AZL MVP IEI Investments Trust (the “Subsidiary”). The Subsidiary was liquidated on December 10, 2012 at its net asset value on such date. The Subsidiary’s operations have been consolidated with the operations of the Fund through its liquidation on December 10, 2012.

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.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Invesco Equity and Income Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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.

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.

Derivative Instruments

All open derivative positions at period end are reflected on the Fund’s Consolidated Schedule of Portfolio Investments. The following is a description of the derivative instruments utilized by the Fund, including the primary underlying risk exposures related to each instrument type. The Fund’s allocation to the MVP (Managed Volatility Portfolio) risk management process may include (a) derivatives such as index futures, other futures contracts, options, and other similar securities and (b) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements and to provide additional portfolio liquidity to satisfy large redemptions and any margin calls. Due to the leverage provided by derivatives, the notional value of the Fund’s derivative positions could exceed 20% of the Fund’s value. The Fund may also use futures to gain equity exposure and may hold cash as a buffer in the event of market shocks.

Futures Contracts

During the period ended December 31, 2012, the Fund invested in futures contracts to reduce volatility and limit the need to decrease or increase allocations to underlying funds. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the underlying securities and the prices of futures contracts, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract. The notional amount of futures contracts outstanding was $3.7 million as of December 31, 2012. The monthly average notional amount for these contracts was $2.1 million for the period ended December 31, 2012. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Summary of Derivative Instruments

The following is a summary of the fair value of derivative instruments as of December 31, 2012:

 

    

Asset Derivatives

    

Liability Derivatives

 

Primary Risk Exposure

  

Consolidated Statement of
Assets and Liabilities
Location

   Total Fair
Value*
    

Consolidated Statement of
Assets and Liabilities
Location

   Total Fair
Value*
 
Equity Contracts    Receivable for variation margin on futures contracts    $       Payable for variation margin on futures contracts    $ 17,325   

 

  * For futures contracts, the amounts represent the cumulative appreciation/(depreciation) of these futures contracts as reported in the Consolidated Schedule of Portfolio Investments. Only current day's variation margin is reported within the Consolidated Statement of Assets and Liabilities as Variation margin on futures contracts.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

AZL MVP Invesco Equity and Income Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the effect of derivative instruments on the Consolidated Statements of Operations for the period ended December 31, 2012:

 

Primary Risk Exposure

  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized in Income
     Change in Unrealized
Appreciation/
Depreciation on
Derivatives Recognized
in Income
Equity Contracts    Net realized gains/(losses) on futures contracts / change in unrealized appreciation/depreciation on investments    $ 140,664       $(17,325)

New Accounting Pronouncements:

In December 2011, the FASB issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRSs. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Fund’s net assets. At this time, management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements disclosures.

 

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, 2014. Expenses incurred for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.”

For the period ended December 31, 2012, the annual rate due to the Manager and the annual expense limit were as follows:

 

     Annual Rate     Annual Expense Limit  

AZL MVP Invesco Equity and Income Fund

     0.10 %*      0.15

AZL MVP IEI Investments Trust**

     1.00     1.25

 

  * The Manager voluntarily reduced the management fee to 0.05%. Beginning January 1, 2013, the Manager expects to charge 0.10% and no longer voluntarily reduce the management fee.

 

  ** The AZL MVP IEI Investments Trust liquidated on December 10, 2012.

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 lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the period are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.”

 

     Expires
12/31/15
 

AZL MVP Invesco Equity and Income Fund

   $ 18,420   

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 Consolidated 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, 2012, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Consolidated Schedule

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
AZL MVP Invesco Equity and Income Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

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 Consolidated 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 Consolidated 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 period ended December 31, 2012, $492 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 period ended December 31, 2012, 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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. 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.

Futures contracts are valued at the last sales price as of the close of the primary exchange and are typically categorized as Level 1 in the fair value hierarchy.

For the period ended December 31, 2012, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
AZL MVP Invesco Equity and Income Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The following is a summary of the valuation inputs used as of December 31, 2012 in valuing the Fund’s investments based upon the three levels defined above:

 

     Level 1     Level 2      Total  

Investment Securities:

       

Affiliated Investment Companies

   $ 75,294,417      $ —         $ 75,294,417   

Unaffiliated Investment Company

     228,425        —           228,425   
  

 

 

   

 

 

    

 

 

 

Total Investment Securities

     75,522,842        —           75,522,842   
  

 

 

   

 

 

    

 

 

 

Other Financial Instruments:*

       

Futures Contracts

     (17,325     —           (17,325
  

 

 

   

 

 

    

 

 

 

Total Investments

   $ 75,505,517      $ —         $ 75,505,517   
  

 

 

   

 

 

    

 

 

 

 

  * Other Financial Instruments would include any derivative instruments, such as futures contracts. These investments are generally recorded in the consolidated financial statements at the unrealized gain or loss on the investment.

 

5. Security Purchases and Sales

For the period ended December 31, 2012, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

     Purchases      Sales  

AZL MVP Invesco Equity and Income Fund

   $ 76,709,350       $ 4,101,686   

 

6. Investment Risks

Derivatives Risk: The Fund may invest directly or through affiliated or unaffiliated mutual funds or unregistered investment pools in derivative instruments such as futures, options, and options on futures. A derivative is a financial contract whose value depends on, or is derived from, the value of an underlying asset, reference rate, or risk. Use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of other risks, such as liquidity risk, interest rate risk, market risk, credit risk, and selection risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value may not correlate perfectly with the underlying asset, rate, or index. Using derivatives may result in losses, possibly in excess of the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances. The other party to a derivatives contract could default.

 

7. 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, 2012 is $72,936,754. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 2,586,088   

Unrealized depreciation

      
 

 

 

 

Net unrealized appreciation

  $ 2,586,088   
 

 

 

 

 

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Table of Contents

ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
AZL MVP Invesco Equity and Income Fund

Notes to the Consolidated Financial Statements, continued

December 31, 2012

 

The tax character of dividends paid to shareholders during the year ended December 31, 2012 were as follows:

 

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

AZL MVP Invesco Equity and Income Fund

   $ 796,536       $ 53,786       $ 850,322   

 

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

As of December 31, 2012, 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 MVP Invesco Equity and Income Fund

   $ 13,483       $ 20,217       $ 2,586,088       $ 2,619,788   

 

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

 

8. Concentration of Investments

As of December 31, 2012, the Fund’s investment in the AZL Invesco Equity and Income Fund, which is affiliated with the Investment Adviser, represented greater than 90% of the Fund’s net assets. The financial statements of the AZL Invesco Equity and Income Fund are attached hereto.

 

9. Subsequent Events

Management has evaluated events and transactions subsequent to period end through the date the consolidated financial statements were issued, for purposes of recognition or disclosure in these consolidated financial statements and there are no subsequent events to report.

 

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Table of Contents

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 consolidated statement of assets and liabilities of AZL MVP Invesco Equity and Income Fund and Subsidiary (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the consolidated schedule of portfolio investments, as of December 31, 2012, and the related consolidated statements of operations and changes in net assets, and the consolidated financial highlights for the period January 10, 2012 (commencement of operations) to December 31, 2012. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audit.

We conducted our audit 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 consolidated financial statements and consolidated 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, 2012, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Fund and Subsidiary as of December 31, 2012, the results of its operations, the changes in its net assets, and the financial highlights for the period January 10, 2012 to December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 26, 2013

 

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ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST

 

Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2012, 65.30% 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, 2012, the Fund declared net long-term capital gain distributions of $53,786.

During the year ended December 31, 2012, the Fund declared net short-term capital gain distributions of $36,212.

 

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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.

 

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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. 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, 2014.

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, and the AZL MVP Fusion Balanced and AZL MVP Fusion Moderate 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 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 applicable factors, such as asset class allocation decisions, overlay or global tactical asset allocation strategies, the

 

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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 2012. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 3, 2012, and at an “in person” Board of Trustees meeting held October 9, 2012. The Agreement was approved at the Board meeting of October 9, 2012. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2014. At an “in person” Board of Trustees meeting held December 5, 2012 the Board approved removing the temporary management fee reductions with respect to the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds effective on or about April 29, 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 was 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 2012 contract review process, Trustees received extensive information on the performance results of the Funds. Of the 13 Funds, seven did not have at least 12 months of performance history. Historical performance information of at least two years was available for each of the AZL Fusion Conservative, Balanced, Moderate and Growth Funds and the AZL Balanced and Growth Index Strategy 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 example, in connection with the Board of Trustees meeting held September 19, 2012, the Manager reported that for the three year period ended June 30, 2012, the AZL Fusion Balanced Fund ranked in the 63rd percentile of the “mixed-asset target allocation

 

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moderate” peer group, and the AZL Moderate and Growth Funds ranked in the 77th and 68th percentile of the “mixed-asset target allocation growth“ peer group, and for the year ended June 30, 2012 the Conservative, Balanced, Moderate and Growth Funds ranked in the 59th, 59th, 61st and 78th percentiles, respectively. For 12 months through June 30, 2012, AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 23rd and 37th percentiles of their peer groups.

At the Board of Trustees meeting held October 9, 2012, the Trustees determined that the investment performance 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 (following the elimination of the temporary management fee reduction for the AZL Fusion Balanced, AZL Fusion Growth, AZL Fusion Moderate, and AZL Fusion Conservative Funds) put these Funds in the 64th percentile or lower of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 39th percentile (or lower) of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP Franklin Templeton Founding Strategy Plus and AZL MVP Invesco Equity & Income Funds, the advisory fee paid put them in the 1st percentile of the customized peer group. Trustees were provided with information on the total expense ratios of the Funds and other funds in the customized peer groups, and the Manager reported upon the challenges in making peer group comparisons for the Funds.

The Manager provided information concerning the profitability of the Manager’s investment advisory activities for the period from 2010 through June 30, 2012. 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 services 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, 2012 were approximately $5.76 billion and that the largest Fund had assets of approximately $1.96 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, 2013, 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.

 

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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, one of whom is an “interested person” 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
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Peter R. Burnim, Age 66
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Managing Director iQ Venture Advisors, LLC.; Chairman Northstar Group Holdings Ltd. Bermuda 2011 to present , Expert Witness Massachusetts Department of Revenue 2011 to 2012. EVP Northstar Companies, 2002 to 2005; Senior Officer Citibank and Citicorp for over 25 years   43   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 55
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   43   Luther College
Roger Gelfenbien, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   43   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 57
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   General Partner of Fairview Capital, L.P., 1994 to present   43   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 64
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013 (retired); Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   43   None
Peter W. McClean, Age 68
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   43   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 68
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   43   Connecticut Water Service, Inc.

 

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Interested Trustee(3)

 

Name, Address, and Age

  Positions
Held with
VIP Trust and
FOF Trust
 

Term of
Office(2)/Length
of Time Served

 

Principal Occupation(s)
During Past 5 Years

  Number of
Portfolios
Overseen for
VIP Trust and
FOF Trust
 

Other
Directorships
Held Outside the
AZL Fund Complex

Robert DeChellis, 46
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.   43   None

Brian Muench, 42

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.   43   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 42

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, Allianz Investment Management LLC from December 2005 to November 2010.
Michael Radmer, Age 67
Dorsey & Whitney LLP,
Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498
   Secretary    Since 2/02    Partner, Dorsey and Whitney LLP since 1976.
Ty Edwards, Age 46
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.
Stephen G. Simon, Age 44
5701 Golden Hills Drive
Minneapolis, MN 55416
   Chief Compliance Officer(4) and Anti-MoneyLaundering Compliance Officer    Since 11/06    Chief Compliance Officer, Allianz Investment Management LLC, July 2004 to present.

 

  (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.

 

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LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1212 2/13


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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.

 

                         
     2012      2011  

(a) Audit Fees

   $ 123,500       $ 56,400   
     2012      2011  

(b) Audit-Related Fees

   $ 5,500       $ 4,750   
     2012      2011  

(c) Tax Fees

   $ 32,045       $ 16,155   

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.

 

                         
     2012      2011  

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


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4(g)

 

    2012    2011  
  $37,545    $ 20,905   

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.


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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.


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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 25, 2013

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 25, 2013

By (Signature and Title)  

/s/ Ty Edwards

  Ty Edwards, Treasurer
Date  

February 25, 2013