N-CSR 1 d648566dncsr.htm ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST Allianz Variable Insurance Products Fund of Funds Trust

 

 

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, 2013

 

 

 


Item 1. Reports to Stockholders.


AZL® Balanced Index Strategy Fund

Annual Report

December 31, 2013

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 12

Other Federal Income Tax Information

Page 13

Other Information

Page 14

Approval of Investment Advisory Agreement

Page 15

Information about the Board of Trustees and Officers

Page 17

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


AZL® Balanced Index Strategy Fund Review (unaudited)

 

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, 2013?

For the year ended December 31, 2013, the AZL® Balanced Index Strategy Fund had a total return of 12.93%. That compared to a 14.25% 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. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. Nonetheless, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, but U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. This performance came despite failed negotiations over the U.S. budget that ultimately resulted in a partial government shutdown in October. The Fed’s surprise announcement in December to begin a modest $10 billion reduction in its bond-buying program, starting in early 2014, caused stocks to rally on the view that the economy was on firmer footing, ultimately resulting in a 32.39% gain for the S&P 500 for the 12-month period.

Developed international markets provided strong returns during the period, though they fell short of the gains made in U.S. Markets. The MSCI EAFE Index gained 22.78%, for the period. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits.

Bond yields rose dramatically during the period, leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. The Barclays U.S. Aggregate Bond Index declined 2.02%.

The Fund underperformed its balanced composite benchmark in 2013 primarily due to its exposure to international equity and a slight underperformance from the underlying fixed income fund that lagged its stated benchmark during the period.*

 

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, 2013.
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


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 $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, 2013

 

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

AZL® Balanced Index Strategy Fund

     12.93 %      8.45 %      11.23 % 

Balanced Composite Index

     14.25 %      9.95 %      12.59 % 

S&P 500 Index

     32.39 %      16.18 %      20.58 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      3.26 %      4.26 % 

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 29, 2013. 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, 2015. Additional information pertaining to the December 31, 2013 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


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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 -  12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 -  12/31/13

AZL Balanced Index Strategy Fund

       $ 1,000.00          $ 1,083.30          $ 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 -  12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 -  12/31/13

AZL Balanced Index Strategy Fund

       $ 1,000.00          $ 1,024.80          $ 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 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      49.1 %

Domestic Equities

      38.1  

International Equities

      12.7  
   

 

 

 

Total Investment Securities

      99.9  

Net other assets (liabilities)

      0.1  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Companies (99.9%):

  

  19,035,281       AZL Enhanced Bond Index Fund    $ 203,106,444   
  3,178,782       AZL International Index Fund      52,704,199   
  1,413,590       AZL Mid Cap Index Fund      31,706,819   
  8,442,583       AZL S&P 500 Index Fund, Class 2      108,740,465   
  1,094,091       AZL Small Cap Stock Index Fund      17,122,526   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $332,465,840)

     413,380,453   
     

 

 

 

 

Total Investment Securities (Cost $332,465,840)(a) — 99.9%

     413,380,453   

 

Net other assets (liabilities) — 0.1%

     601,668   
     

 

 

 

 

Net Assets — 100.0%

   $ 413,982,121   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2013.

 

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

 

See accompanying notes to the financial statements.

 

4


AZL Balanced Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in affiliates, at cost

     $ 332,465,840  
    

 

 

 

Investments in affiliates, at value

     $ 413,380,453  

Receivable for capital shares issued

       642,827  

Receivable for affiliated investments sold

       136,081  
    

 

 

 

Total Assets

       414,159,361  
    

 

 

 

Liabilities:

    

Cash overdraft

       136,081  

Payable for capital shares redeemed

       3,422  

Manager fees payable

       17,268  

Administration fees payable

       4,318  

Custodian fees payable

       380  

Administrative and compliance services fees payable

       1,659  

Trustee fees payable

       13  

Other accrued liabilities

       14,099  
    

 

 

 

Total Liabilities

       177,240  
    

 

 

 

Net Assets

     $ 413,982,121  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 322,447,214  

Accumulated net investment income/(loss)

       6,008,337  

Accumulated net realized gains/(losses) from investment transactions

       4,611,957  

Net unrealized appreciation/(depreciation) on investments

       80,914,613  
    

 

 

 

Net Assets

     $ 413,982,121  
    

 

 

 

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

       26,876,115  

Net Asset Value (offering and redemption price per share)

     $ 15.40  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 4,529,416  
    

 

 

 

Total Investment Income

       4,529,416  
    

 

 

 

Expenses:

    

Manager fees

       191,537  

Administration fees

       55,457  

Custodian fees

       1,514  

Administrative and compliance services fees

       7,766  

Trustee fees

       20,162  

Professional fees

       16,522  

Shareholder reports

       14,401  

Other expenses

       8,281  
    

 

 

 

Total expenses

       315,640  
    

 

 

 

Net Investment Income/(Loss)

       4,213,776  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       4,074,470  

Net realized gains distributions from affiliated underlying funds

       2,820,164  

Change in net unrealized appreciation/depreciation on investments

       35,462,711  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       42,357,345  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 46,571,121  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL Balanced Index Strategy Fund
      For the
Year Ended
December 31,
2013
   For the
Year Ended
December 31,
2012

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 4,213,776        $ 3,635,268  

Net realized gains/(losses) on investment transactions

       6,894,634          3,496,650  

Change in unrealized appreciation/depreciation on investments

       35,462,711          25,018,468  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       46,571,121          32,150,386  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       (6,512,409 )        (4,752,732 )

From net realized gains

       (1,087,438 )        (1,468,688 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (7,599,847 )        (6,221,420 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       47,430,337          49,471,625  

Proceeds from dividends reinvested

       7,599,846          6,221,420  

Value of shares redeemed

       (34,130,779 )        (25,684,783 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       20,899,404          30,008,262  
    

 

 

      

 

 

 

Change in net assets

       59,870,678          55,937,228  

Net Assets:

         

Beginning of period

       354,111,443          298,174,215  
    

 

 

      

 

 

 

End of period

     $ 413,982,121        $ 354,111,443  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 6,008,337        $ 6,512,390  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       3,212,441          3,682,924  

Dividends reinvested

       519,825          453,456  

Shares redeemed

       (2,322,343 )        (1,893,607 )
    

 

 

      

 

 

 

Change in shares

       1,409,923          2,242,773  
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL Balanced Index Strategy Fund

Financial Highlights

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

 

      Year Ended
December 31,
2013
  Year Ended
December 31,
2012
  Year Ended
December 31,
2011
  Year Ended
December 31,
2010
  July 10, 2009
to
December 31,
2009(a)

Net Asset Value, Beginning of Period

     $ 13.91       $ 12.84       $ 12.63       $ 11.43       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.15         0.13         0.10         0.06         — (b)

Net Realized and Unrealized

                    

Gains/(Losses) on Investments

       1.63         1.19         0.20         1.14         1.43  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       1.78         1.32         0.30         1.20         1.43  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.25 )       (0.19 )       (0.09 )       —         —  

Net Realized Gains

       (0.04 )       (0.06 )       —         —         —  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.29 )       (0.25 )       (0.09 )       —         —  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 15.40       $ 13.91       $ 12.84       $ 12.63       $ 11.43  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       12.93 %       10.29 %       2.41 %       10.50 %       14.30 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 413,982       $ 354,111       $ 298,174       $ 219,392       $ 137,067  

Net Investment Income/(Loss)(e)

       1.10 %       1.08 %       1.10 %       0.58 %       (0.03 )%

Expenses Before Reductions* (e)(f)

       0.08 %       0.09 %       0.09 %       0.10 %       0.20 %

Expenses Net of Reductions*(e)

       0.08 %       0.09 %       0.09 %       0.10 %       0.20 %

Portfolio Turnover Rate(g)

       8 %       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.

 

7


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Balanced Index Strategy Fund (the “Fund”), and 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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 Trust.

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, there were no remaining contractual reimbursements that are subject to repayment by the Fund in subsequent years.

 

8


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
   Purchases
at Cost
   Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
12/31/13
   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 174,462,175        $ 41,473,764        $ (4,356,633 )     $ (206,397 )     $ (8,266,465 )     $ 203,106,444        $ 2,050,849  

AZL International Index Fund

       45,672,834          2,727,985          (4,275,570 )       419,763         8,159,187         52,704,199          943,541  

AZL Mid Cap Index Fund

       27,310,233          1,139,450          (4,493,160 )       670,963         7,079,333         31,706,819          190,141  

AZL S&P 500 Index Fund, Class 2

       92,313,602          3,904,725          (14,028,653 )       2,434,200         24,116,591         108,740,465          1,196,150  

AZL Small Cap Stock Index Fund

       14,612,536          631,425          (3,251,441 )       755,941         4,374,065         17,122,526          148,735  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
     $ 354,371,380        $ 49,877,349        $ (30,405,457 )     $ 4,074,470       $ 35,462,711       $ 413,380,453        $ 4,529,416  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $5,384 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). The investments utilizing Level 1 valuations represent investments in open-end investment companies.

For the year ended December 31, 2013, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

9


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

The following is a summary of the valuation inputs used as of December 31, 2013 in valuing the Fund’s investments based upon the three levels defined above:

AZL Balanced Index Strategy Fund

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 413,380,453          $ —          $ 413,380,453  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 413,380,453          $ —          $ 413,380,453  
      

 

 

        

 

 

        

 

 

 

5. Security Purchases and Sales

For the year ended December 31, 2013, 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

       $ 49,877,349          $ 30,405,457  

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. During the year ended December 31, 2013, the Fund did not directly invest in derivatives.

7. Federal 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 Fund 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, 2013 is $333,131,292. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 80,914,613  

Unrealized depreciation

    (665,452 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 80,249,161   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL Balanced Index Strategy Fund

       $ 6,512,409          $ 1,087,438          $ 7,599,847  

 

(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, 2012 was 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.

 

10


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

        Undistributed
Ordinary
Income
     Undistributed
Long-Term
Capital Gains
     Accumulated
Capital and
Other Losses
    

Unrealized

Appreciation/
(Depreciation)(a)

     Total
Accumulated
Earnings/
(Deficit)

AZL Balanced Index Strategy Fund

       $ 6,008,338          $ 5,277,408          $ —          $ 80,249,161          $ 91,534,907  

 

(a) The difference 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.

 

11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Balanced Index Strategy Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2013, 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 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, 2013, 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, 2013, 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 five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

12


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 18.12% 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, 2013, the Fund declared net long-term capital gain distributions of $1,087,438.

 

13


Other Information (Unaudited)

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

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

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

 

14


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

15


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, 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.

 

16


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 eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

17


Officers

 

Name, Address, and Age   

Positions

Held with

VIP and VIP

FOF Trust

   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

(5) 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.

 

18


 

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL MVP FusionSM Balanced Fund

(formerly AZL FusionSM Balanced Fund)

Annual Report

December 31, 2013

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 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 19

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


AZL MVP FusionSM Balanced Fund Review (unaudited)

(formerly AZL FusionSM Balanced Fund)

 

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

What factors affected the Fund’s performance during the year ended December 31, 2013?

For the period ended December 31, 2013, the AZL MVP FusionSM Balanced Fund returned 11.46%. That compared to a 14.25% 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 MVP FusionSM Balanced Fund is a fund of fund that generates broad diversification by investing in 28 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 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 for the 12-month period. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. However, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, although U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. The S&P 500 Index gained 32.39% during the period.

During the period, developed international markets provided strong returns although they fell short of the gains made in U.S. markets, and the MSCI EAFE Index3 gained 22.78%. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits. Stock prices plummeted in many emerging markets due in part to anticipation of more restrictive monetary policy on the horizon from the Fed. Capital outflows in these countries led to rising interest rates and declining growth and currency values. During the period, the impact was felt most strongly in countries running current account deficits. Emerging markets were negatively affected by slowing growth in China and declining commodity prices. These interrelated factors created challenges for emerging market economies heavily dependent on commodities. The MSCI Emerging Markets Index4 declined 2.27%.

During the period, bond yields rose dramatically, leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. Against this backdrop, the Barclay U.S. Aggregate Bond Index declined by 2.02%. Treasury inflation-protected securities (TIPS) were a significant laggard within the fixed income sector. The Barclays U.S. TIPS Index5 lost 8.61% during the period due to the combination of higher interest rates and low inflation. High-yield bonds were a notable exception to the poor performance of fixed income investments during the period. These bonds’ sensitivity to credit risk provided some isolation from the rising yield environment. The Barclays U.S. Corporate High-Yield Bond Index6 gained 7.44% during the period as investors continued to seek higher yields.

The Fund underperformed its balanced composite benchmark during the period due to its exposure to select asset classes and underperformance from certain underlying funds. The Fund’s allocations to international and emerging markets, along with exposure to global real estate and TIPS, detracted from the Fund’s relative performance. A group of underlying funds that lagged their benchmarks, most notably within fixed income and international equity, also hampered the Fund’s returns.*

Factors contributing positively to the Fund’s relative performance included its allocation to high-yield and short-term bonds. These asset classes outperformed the broader fixed income benchmark.*

In the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
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 Morgan Stanley Capital International, Emerging Markets (“MSCI Emerging Markets”) Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets.
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.
6  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.

Investors cannot invest directly in an index.

 
1

 


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.

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 $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, 2013

 

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

AZL MVP FusionSM Balanced Fund

     11.46 %      7.15 %      11.61 %      5.42 % 

Balanced Composite Index

     14.25 %      9.95 %      11.49 %      6.68 % 

S&P 500 Index

     32.39 %      16.18 %      17.94 %      7.81 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      3.26 %      4.44 %      4.64 % 

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

     1.09 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to May 1, 2013, the Manager voluntarily decreased the management fee to 0.17% on all assets. 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, 2015. Additional information pertaining to the December 31, 2013 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 “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

 


AZL MVP Fusion Balanced Fund

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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Balanced Fund

       $ 1,000.00          $ 1,085.30          $ 1.16            0.22 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Balanced Fund

       $ 1,000.00          $ 1,024.10          $ 1.12            0.22 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      45.9 %

Domestic Equities

      31.7  

International Equities

      17.4  

Money Market

      — ^
   

 

 

 

Total Investment Securities

      95.0  

Net other assets (liabilities)

      5.0  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%.

 

3


AZL MVP Fusion Balanced Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Companies (95.0%):

  

  1,788,787       AZL BlackRock Capital Appreciation Fund    $ 33,933,292   
  1,195,587       AZL Columbia Mid Cap Value Fund      14,167,709   
  1,405,407       AZL Dreyfus Research Growth Fund      20,729,755   
  1,150,124       AZL Federated Clover Small Value Fund      27,211,930   
  2,135,809       AZL Gateway Fund      24,882,176   
  2,399,254       AZL International Index Fund      39,779,632   
  2,167,069       AZL Invesco Growth and Income Fund      33,611,240   
  2,153,818       AZL Invesco International Equity Fund      40,104,083   
  2,822,719       AZL JPMorgan International Opportunities Fund      52,813,077   
  3,657,173       AZL JPMorgan U.S. Equity Fund      53,175,292   
  1,280,514       AZL MFS Investors Trust Fund      27,274,954   
  3,364,740       AZL MFS Value Fund      40,309,587   
  627,809       AZL Mid Cap Index Fund      14,081,751   
  1,769,990       AZL Morgan Stanley Global Real Estate Fund      17,452,099   
  766,073       AZL Morgan Stanley Mid Cap Growth Fund      14,157,027   
  2,060,878       AZL NFJ International Value Fund      26,544,103   
  2,144,067       AZL Oppenheimer Discovery Fund      33,833,372   
  11,013,363       AZL Pyramis Core Bond Fund      107,710,687   
  2,035,357       AZL Russell 1000 Growth Index Fund      33,685,156   
Shares            Fair Value  
  3,606,236       AZL Russell 1000 Value Index Fund    $ 53,011,675   
  1,566,146       AZL Schroder Emerging Markets Equity Fund, Class 2      12,215,936   
  1,552,181       NFJ Dividend Value Portfolio      20,519,827   
  3,634,033       PIMCO PVIT Global Advantage Strategy Bond Portfolio      35,431,823   
  4,614,894       PIMCO PVIT High Yield Portfolio      37,242,198   
  5,718,141       PIMCO PVIT Low Duration Portfolio      60,669,474   
  4,791,558       PIMCO PVIT Real Return Portfolio      60,373,633   
  21,433,658       PIMCO PVIT Total Return Portfolio      235,341,567   
  4,687,127       PIMCO PVIT Unconstrained Bond Portfolio      48,043,051   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $1,003,245,792)

     1,218,306,106   
     

 

 

 

 

Unaffiliated Investment Company (0.0%):

  
  130,789       Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00% (a)      130,789   
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $130,789)

     130,789   
     

 

 

 

 

Total Investment Securities (Cost $1,003,376,581)(b) — 95.0%

     1,218,436,895   

 

Net other assets (liabilities) — 5.0%

     64,226,555   
     

 

 

 

 

Net Assets — 100.0%

   $ 1,282,663,450   
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $63,873,417 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

Description    Type      Expiration
Date
     Number of
Contracts
    

Notional

Value

     Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         259       $ 31,869,141       $ (589,785 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         347         31,943,085         1,153,428   
              

 

 

 

Total

               $ 563,643   
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Balanced Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 130,789  

Investments in affiliates, at cost

       1,003,245,792  
    

 

 

 

Total Investment securities, at cost

     $ 1,003,376,581  
    

 

 

 

Investments in non-affiliates, at value

     $ 130,789  

Investments in affiliates, at value

       1,218,306,106  
    

 

 

 

Total Investment securities, at value

       1,218,436,895  

Segregated cash for collateral

       63,873,417  

Receivable for capital shares issued

       566,688  

Receivable for variation margin on futures contracts

       111,040  
    

 

 

 

Total Assets

       1,282,988,040  
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       13,428  

Payable for variation margin on futures contracts

       44,516  

Manager fees payable

       215,060  

Administration fees payable

       4,500  

Custodian fees payable

       942  

Administrative and compliance services fees payable

       5,224  

Trustee fees payable

       39  

Other accrued liabilities

       40,881  
    

 

 

 

Total Liabilities

       324,590  
    

 

 

 

Net Assets

     $ 1,282,663,450  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 1,065,282,577  

Accumulated net investment income/(loss)

       17,586,643  

Accumulated net realized gains/(losses) from investment transactions

       (15,829,727 )

Net unrealized appreciation/(depreciation) on investments

       215,623,957  
    

 

 

 

Net Assets

     $ 1,282,663,450  
    

 

 

 

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

       101,611,467  

Net Asset Value (offering and redemption price per share)

     $ 12.62  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 17,406,131  
    

 

 

 

Total Investment Income

       17,406,131  
    

 

 

 

Expenses:

    

Manager fees

       2,343,340  

Administration fees

       65,009  

Custodian fees

       3,503  

Administrative and compliance services fees

       22,056  

Trustee fees

       57,220  

Professional fees

       59,247  

Shareholder reports

       42,022  

Other expenses

       26,243  
    

 

 

 

Total expenses before reductions

       2,618,640  

Less expenses voluntarily waived/reimbursed by the Manager

       (102,559 )
    

 

 

 

Net expenses

       2,516,081  
    

 

 

 

Net Investment Income/(Loss)

       14,890,050  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       15,270,923  

Net realized gains distributions from affiliated underlying funds

       7,798,604  

Net realized gains/(losses) on futures contracts

       (260,487 )

Change in net unrealized appreciation/depreciation on investments

       87,492,609  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       110,301,649  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 125,191,699  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Fusion Balanced Fund
      For the
Year Ended
December 31,
2013
   For the
Year Ended
December 31,
2012

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 14,890,050        $ 14,664,579  

Net realized gains/(losses) on investment transactions

       22,809,040          15,801,686  

Change in unrealized appreciation/depreciation on investments

       87,492,609          75,139,963  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       125,191,699          105,606,228  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       (20,989,730 )        (19,925,023 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (20,989,730 )        (19,925,023 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       59,235,936          63,708,943  

Proceeds from shares issued in merger

       163,914,260          —  

Proceeds from dividends reinvested

       20,989,730          19,925,023  

Value of shares redeemed

       (83,571,863 )        (61,091,172 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       160,568,063          22,542,794  
    

 

 

      

 

 

 

Change in net assets

       264,770,032          108,223,999  

Net Assets:

         

Beginning of period

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

 

 

      

 

 

 

End of period

     $ 1,282,663,450        $ 1,017,893,418  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 17,586,643        $ 20,989,649  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       4,878,467          5,766,174  

Shares issued in merger

       13,582,062          —  

Dividends reinvested

       1,750,603          1,763,276  

Shares redeemed

       (6,931,870 )        (5,449,277 )
    

 

 

      

 

 

 

Change in shares

       13,279,262          2,080,173  
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Fusion Balanced Fund

Financial Highlights

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

 

     Year Ended December 31,
      2013   2012   2011   2010   2009

Net Asset Value, Beginning of Period

     $ 11.52       $ 10.55       $ 10.92       $ 10.10       $ 8.35  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.12         0.17         0.17         0.10         0.12  

Net Realized and Unrealized Gains/(Losses) on Investments

       1.19         1.03         (0.27 )       1.00         2.09  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       1.31         1.20         (0.10 )       1.10         2.21  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.21 )       (0.23 )       (0.27 )       (0.28 )       (0.18 )

Net Realized Gains

       —         —         —         —         (0.28 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.21 )       (0.23 )       (0.27 )       (0.28 )       (0.46 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.62       $ 11.52       $ 10.55       $ 10.92       $ 10.10  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

       11.46 %       11.39 %       (0.90 )%       11.07 %       26.71 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 1,282,663       $ 1,017,893       $ 909,669       $ 818,193       $ 583,489  

Net Investment Income/(Loss)

       1.27 %       1.48 %       1.85 %       1.75 %       2.65 %

Expenses Before Reductions*(b)

       0.22 %       0.23 %       0.23 %       0.24 %       0.25 %

Expenses Net of Reductions*

       0.21 %       0.18 %       0.18 %       0.19 %       0.20 %

Portfolio Turnover Rate(c)

       6 %       32 %       20 %       34 %       37 %

 

* 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.

 

(c) 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


AZL MVP Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Balanced Fund (formerly AZL Fusion Balanced Fund) (the “Fund”), and 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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 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 year ended December 31, 2013, 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

 

8


AZL MVP Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2013

 

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 $63.8 million as of December 31, 2013. The monthly average notional amount for these contracts was $57.3 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 1,153,428      Payable for variation margin on futures contracts   $ —   
Interest Rate       —          589,785   

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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      $ 707,119       $ 1,005,194   
Interest Rate           (967,606 )       (589,785 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 %

 

* From January 1, 2013 through April 30, 2013, the Manager voluntarily reduced the management fee to 0.17%. Effective May 1, 2013, the voluntary waiver was no longer in effect.

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, 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.

 

9


AZL MVP Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
   Purchases
at Cost
   Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
12/31/13
   Dividend
Income

AZL Allianz AGIC Opportunity Fund

     $ 10,035,797        $ 9,597        $ (64,613 )     $ 1,230       $ (9,982,011 )     $ —        $ —  

AZL BlackRock Capital Appreciation Fund

       25,323,618          190,394          (4,384,065 )       769,797         12,033,548         33,933,292          166,400  

AZL Columbia Mid Cap Value Fund

       10,270,077          95,952          (1,488,815 )       290,928         4,999,567         14,167,709          86,355  

AZL Columbia Small Cap Value Fund

       10,816,756          2,290,270          (1,902,522 )       268,390         (11,472,894 )       —          194,178  

AZL Dreyfus Research Growth Fund

       15,031,978          95,453          (2,494,931 )       388,178         7,709,077         20,729,755          81,057  

AZL Federated Clover Small Cap Value Fund

       10,090,223          167,231          (2,264,034 )       300,039         18,918,471         27,211,930          98,838  

AZL Gateway Fund

       19,941,953          212,600          (129,226 )       (316 )       4,857,165         24,882,176          193,405  

AZL International Index Fund

       31,827,717          766,354          (4,028,438 )       335,280         10,878,719         39,779,632          737,562  

AZL Invesco Growth and Income Fund

       25,264,815          319,318          (4,358,282 )       764,546         11,620,843         33,611,240          295,325  

AZL Invesco International Equity Fund

       31,470,511          497,878          (2,711,681 )       318,158         10,529,217         40,104,083          469,086  

AZL JPMorgan International Opportunities Fund

       42,464,478          1,150,974          (5,517,374 )       5,265         14,709,734         52,813,077          1,112,585  

AZL JPMorgan U.S. Equity Fund

       40,593,075          506,513          (9,070,485 )       1,789,305         19,356,884         53,175,292          468,123  

AZL MFS Investors Trust Fund

       20,259,452          218,940          (2,955,118 )       546,390         9,205,290         27,274,954          199,745  

AZL MFS Value Fund

       30,766,409          597,243          (6,238,424 )       1,247,210         13,937,149         40,309,587          568,451  

AZL Mid Cap Index Fund

       10,264,640          296,710          (1,329,509 )       221,319         4,628,591         14,081,751          86,048  

AZL Morgan Stanley Global Real Estate Fund

       16,145,357          736,997          (1,562,383 )       355,886         1,776,242         17,452,099          722,601  

AZL Morgan Stanley Mid Cap Growth Fund

       10,161,227          434,835          (1,801,552 )       205,891         5,156,626         14,157,027          64,046  

AZL NFJ International Value Fund

       21,394,539          459,418          (828,977 )       (194,454 )       5,713,577         26,544,103          440,224  

AZL Oppenheimer Discovery Fund

       14,630,433          296,185          (6,155,737 )       974,545         24,087,946         33,833,372          —  

AZL Pyramis Core Bond Fund

       100,098,403          6,849,835          (646,129 )       138,817         1,269,761         107,710,687          416,997  

AZL Russell 1000 Growth Index Fund

       30,262,082          383,842          (3,181,901 )       1,897,524         4,323,609         33,685,156          350,252  

AZL Russell 1000 Value Index Fund

       51,254,668          2,858,522          (5,310,577 )       4,044,168         164,894         53,011,675          1,020,543  

AZL Schroder Emerging Markets Equity Fund, Class 2

       10,854,999          102,773          (64,613 )       (4,867 )       1,327,644         12,215,936          93,176  

NFJ Dividend Value Portfolio

       14,948,467          185,294          (1,620,209 )       177,030         6,829,245         20,519,827          137,084  

PIMCO PVIT Global Advantage Strategy Bond Portfolio

       30,755,218          1,735,059          (193,839 )       4,294         3,131,091         35,431,823          507,417  

PIMCO PVIT High Yield Portfolio

       31,109,712          1,941,765          (644,203 )       22,816         4,812,108         37,242,198          1,892,594  

PIMCO PVIT Low Duration Portfolio

       50,607,026          3,215,350          (323,065 )       87         7,170,076         60,669,474          803,057  

PIMCO PVIT Real Return Portfolio

       50,452,724          9,291,942          (323,065 )       (1,960 )       953,992         60,373,633          1,091,212  

PIMCO PVIT Total Return Portfolio

       200,875,943          27,545,097          (1,424,541 )       393,397         7,951,671         235,341,567          4,866,083  

PIMCO PVIT Unconstrained Bond Portfolio

       40,591,076          2,296,715          (258,452 )       12,030         5,401,682         48,043,051          243,687  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
     $ 1,008,563,373        $ 65,749,056        $ (73,276,760 )     $ 15,270,923       $ 201,999,514       $ 1,218,306,106        $ 17,406,131  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $22,203 was paid from the Fund relating to these fees and expenses.

 

10


AZL MVP Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2013

 

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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, 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, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total

Affiliated Investment Companies

       $ 1,218,306,106          $ —          $ 1,218,306,106  

Unaffiliated Investment Company

         130,789            —            130,789  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         1,218,436,895            —            1,218,436,895  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         563,643            —            563,643  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 1,219,000,538          $ —          $ 1,219,000,538  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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

       $ 65,749,056          $ 73,276,760  

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.

 

11


AZL MVP Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2013

 

7. Federal 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 Fund 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, 2013 is $1,017,719,499. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 220,350,223   

Unrealized depreciation

    (19,632,827 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 200,717,396   
 

 

 

 

As of the end of its tax year ended December 31, 2013, 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 MVP Fusion Balanced Fund

       $ 923,166  

During the year ended December 31, 2013, the Fund utilized $19,597,382 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

    

Total

Distributions(a)

AZL MVP Fusion Balanced Fund

       $ 20,989,730          $ —          $ 20,989,730  

 

(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, 2012 was as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

    

Total

Distributions(a)

AZL MVP 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.

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

        Undistributed
Ordinary
Income
    

Undistributed

Long-Term

Capital Gains 

    

Accumulated

Capital and

Other Losses

    

Unrealized

Appreciation/
(Depreciation)(a)

    

Total
Accumulated

Earnings/
(Deficit)

AZL MVP Fusion Balanced Fund

       $ 17,586,643          $ —          $ (923,166 )        $ 200,717,396          $ 217,380,873  

 

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

8. Acquisition of Funds

On April 26, 2013, the Fund (formerly AZL Fusion Balanced Fund) acquired all of the net assets of the AZL MVP Fusion Balanced Fund, an open-end investment company, pursuant to a plan of reorganization approved by AZL MVP Fusion Balanced Fund shareholders on April 24, 2013. The purpose of the transaction was to combine two funds managed by the Manager with comparable investment objectives and strategies. The acquisition was accomplished by a tax-free exchange of 13,582,062 shares of the Fund, valued at $163,914,260, for 14,487,093 shares of the AZL MVP Fusion Balanced Fund outstanding on April 26, 2013.

The investment portfolio of the AZL MVP Fusion Balanced Fund, with a fair value of $155,679,588 and identified cost of $145,773,551 at April 26, 2013, was the principal asset acquired by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the AZL MVP Fusion Balanced Fund was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the merger, the net assets of the Fund were $1,049,479,786. All fees and expenses incurred by the AZL MVP Fusion Balanced Fund and the Fund directly in connection with the plan of reorganization were borne by the Funds.

 

12


AZL MVP Fusion Balanced Fund

Notes to the Financial Statements

December 31, 2013

 

Assuming the acquisition had been completed on January 1, 2013, the beginning of the annual reporting period of the Fund, the Fund’s pro forma results of operations for the year ended December 31, 2013, are as follows:

 

Net investment income/(loss)

  $ 15,146,714   

Net realized/unrealized gains/losses)

    116,999,565   
 

 

 

 

Change in net assets resulting from operations

  $ 132,146,279   
 

 

 

 

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the AZL MVP Fusion Balanced Fund that have been included in the Fund’s statement of operations since April 26, 2013.

9. 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.

 

13


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 MVP Fusion Balanced Fund (formerly 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, 2013, 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, 2013, by correspondence with the brokers, 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, 2013, 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 25, 2014

 

14


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 11.38% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

 

15


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.

 

16


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

17


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

18


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

19


Officers

 

Name, Address, and Age   

Positions

Held with

VIP and VIP

FOF Trust

   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

20


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL MVP FusionSM Conservative Fund

(formerly AZL FusionSM Conservative Fund)

Annual Report

December 31, 2013

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 18

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


AZL MVP FusionSM Conservative Fund Review (unaudited)

(formerly AZL FusionSM Conservative Fund)

 

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

What factors affected the Fund’s performance during the year ended December 31, 2013?

For the year ended December 31, 2013, the AZL MVP FusionSM Conservative Fund returned 7.96%. That compared to an 9.18% 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 MVP FusionSM Conservative Fund is a fund of funds that generates broad diversification by investing in underlying funds. It was invested in 26 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. 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 12-month period. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. However, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, although U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. This performance came despite failed negotiations over the U.S. budget that ultimately resulted in a partial government shutdown in October. The Fed’s surprise announcement in December to begin a modest $10 billion reduction in its bond-buying program, starting in early 2014, caused stocks to rally on the view that the economy was on firmer footing, ultimately resulting in a 32.39% gain for the S&P 500 for the 12-month period.

During the period, developed international markets provided strong returns with the MSCI EAFE3 posting gains of 22.78%, although they fell short of the gains made in U.S. markets. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits.

During the period, bond yields rose dramatically leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. Against this backdrop, the Barclay Capital U.S. Aggregate Bond Index declined by 2.02%. Treasury inflation-protected securities (TIPS) were a significant laggard within the fixed income sector during the last year. The Barclays U.S. TIPS Index4 lost 8.61% during this period due to the combination of higher interest rates and low inflation. High-yield bonds were a notable exception to the poor performance of fixed income investments. These bonds’ sensitivity to credit risk provided some isolation from the rising yield environment. The Barclays U.S. Corporate High-Yield Bond Index5 gained 7.44% during the 12-month period as investors continued to seek higher yields.

The Fund underperformed its conservative composite benchmark in 2013 due to its exposure to select asset classes and underperformance from certain underlying funds. The Fund’s allocations to international equity and global real estate, along with exposure to TIPS, detracted from the Fund’s relative performance. A group of underlying funds that lagged their benchmarks, most notably within fixed income and international equity, also hampered the Funds returns.*

Factors contributing positively to the Fund’s relative performance included its allocation to high-yield and short-term bonds within fixed income. These asset classes outperformed the broader fixed income benchmark.*

In the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
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. 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.
5  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.

Investors cannot invest directly in an index.

 
1

 


AZL MVP 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 $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, 2013

 

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

AZL MVP FusionSM Conservative Fund

     7.96 %      6.53 %      7.72 % 

Conservative Composite Index

     9.18 %      7.99 %      8.47 % 

S&P 500 Index

     32.39 %      16.18 %      16.14 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      3.26 %      3.94 % 

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 Conservative Fund

     1.05 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to May 1, 2013, the Manager voluntarily decreased the management fee to 0.15% on all assets. 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, 2015. Additional information pertaining to the December 31, 2013 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 0.25%.

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.

 
2

 


AZL MVP Fusion Conservative Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP 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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Conservative Fund

       $ 1,000.00          $ 1,061.00          $ 1.25            0.24 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Conservative Fund

       $ 1,000.00          $ 1,024.00          $ 1.22            0.24 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of net assets

Fixed Income

      61.4 %

Domestic Equities

      24.7  

International Equities

      9.4  

Money Market

      0.2  
   

 

 

 

Total Investment Securities

      95.7  

Net other assets (liabilities)

      4.3  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Fusion Conservative Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Companies (95.5%):

  

  287,825      AZL BlackRock Capital Appreciation Fund    $ 5,460,034  
  231,122      AZL Columbia Mid Cap Value Fund      2,738,800  
  185,187      AZL Dreyfus Research Growth Fund      2,731,509  
  172,491      AZL Federated Clover Small Value Fund      4,081,135  
  343,313      AZL Gateway Fund      3,999,600  
  331,959      AZL International Index Fund      5,503,873  
  435,535      AZL Invesco Growth and Income Fund      6,755,153  
  294,703      AZL Invesco International Equity Fund      5,487,378  
  293,076      AZL JPMorgan International Opportunities Fund      5,483,456  
  559,459      AZL JPMorgan U.S. Equity Fund      8,134,528  
  128,366      AZL MFS Investors Trust Fund      2,734,188  
  679,024      AZL MFS Value Fund      8,134,708  
  121,239      AZL Mid Cap Index Fund      2,719,390  
  274,159      AZL Morgan Stanley Global Real Estate Fund      2,703,207  
  148,562      AZL Morgan Stanley Mid Cap Growth Fund      2,745,430  
  344,780      AZL Oppenheimer Discovery Fund      5,440,628  
  3,065,632      AZL Pyramis Core Bond Fund      29,981,879  
  185,437      AZL Russell 1000 Growth Index Fund      3,068,982  
Shares            Fair Value  

 

Affiliated Investment Companies, continued

  

  573,403      AZL Russell 1000 Value Index Fund    $ 8,429,028  
  307,938      NFJ Dividend Value Portfolio      4,070,935  
  804,965      PIMCO PVIT Global Advantage Strategy Bond Portfolio      7,848,405  
  1,312,535      PIMCO PVIT High Yield Portfolio      10,592,161  
  1,985,502      PIMCO PVIT Low Duration Portfolio      21,066,176  
  1,456,697      PIMCO PVIT Real Return Portfolio      18,354,376  
  5,650,861      PIMCO PVIT Total Return Portfolio      62,046,456  
  1,278,550      PIMCO PVIT Unconstrained Bond Portfolio      13,105,142  
     

 

 

 

 

Total Affiliated Investment Companies (Cost $230,764,937)

     253,416,557  
     

 

 

 

 

Unaffiliated Investment Company (0.2%):

  

  422,194      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00%(a)      422,194  
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $422,194)

     422,194  
     

 

 

 

 

Total Investment Securities (Cost $231,187,131)(b) — 95.7%

     253,838,751  

 

Net other assets (liabilities) — 4.3%

     11,393,393  
     

 

 

 

 

Net Assets — 100.0%

   $ 265,232,144  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $13,291,163 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         70       $ 8,613,281      $ (160,340 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         50         4,602,750        166,160  
              

 

 

 

Total

               $ 5,820  
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Conservative Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 422,194  

Investments in affiliates, at cost

       230,764,937  
    

 

 

 

Total Investment securities, at cost

     $ 231,187,131  
    

 

 

 

Investments in non-affiliates, at value

     $ 422,194  

Investments in affiliates, at value

       253,416,557  
    

 

 

 

Total Investment securities, at value

       253,838,751  

Segregated cash for collateral

       13,291,163  

Receivable for capital shares issued

       18,604  

Receivable for variation margin on futures contracts

       16,000  
    

 

 

 

Total Assets

       267,164,518  
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       395,140  

Payable for capital shares redeemed

       1,466,011  

Payable for variation margin on futures contracts

       12,031  

Manager fees payable

       44,843  

Administration fees payable

       4,289  

Custodian fees payable

       561  

Administrative and compliance services fees payable

       1,083  

Trustee fees payable

       8  

Other accrued liabilities

       8,408  
    

 

 

 

Total Liabilities

       1,932,374  
    

 

 

 

Net Assets

     $ 265,232,144  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 233,148,175  

Accumulated net investment income/(loss)

       4,025,691  

Accumulated net realized gains/(losses) from investment transactions

       5,400,838  

Net unrealized appreciation/(depreciation) on investments

       22,657,440  
    

 

 

 

Net Assets

     $ 265,232,144  
    

 

 

 

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

       21,166,506  

Net Asset Value (offering and redemption price per share)

     $ 12.53  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 3,912,607  
    

 

 

 

Total Investment Income

       3,912,607  
    

 

 

 

Expenses:

    

Manager fees

       518,304  

Administration fees

       54,473  

Custodian fees

       2,204  

Administrative and compliance services fees

       5,294  

Trustee fees

       13,845  

Professional fees

       11,218  

Shareholder reports

       8,356  

Other expenses

       5,824  
    

 

 

 

Total expenses before reductions

       619,518  

Less expenses voluntarily waived/reimbursed by the Manager

       (42,152 )
    

 

 

 

Net expenses

       577,366  
    

 

 

 

Net Investment Income/(Loss)

       3,335,241  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       4,662,575  

Net realized gains distributions from affiliated underlying funds

       1,869,295  

Net realized gains/(losses) on futures contracts

       409,318  

Change in net unrealized appreciation/depreciation on investments

       9,649,110  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       16,590,298  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 19,925,539  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Fusion Conservative Fund
      For the
Year Ended
December 31,
2013
   For the
Year Ended
December 31,
2012

Change in Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 3,335,241        $ 3,641,460  

Net realized gains/(losses) on investment transactions

       6,941,188          4,131,081  

Change in unrealized appreciation/depreciation on investments

       9,649,110          15,280,951  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       19,925,539          23,053,492  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       (5,617,234 )        (3,864,223 )

From net realized gains

       (2,647,800 )        (1,987,684 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (8,265,034 )        (5,851,907 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       40,121,835          66,559,086  

Proceeds from dividends reinvested

       8,265,034          5,851,907  

Value of shares redeemed

       (48,139,776 )        (24,478,860 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       247,093          47,932,133  
    

 

 

      

 

 

 

Change in net assets

       11,907,598          65,133,718  

Net Assets:

         

Beginning of period

       253,324,546          188,190,828  
    

 

 

      

 

 

 

End of period

     $ 265,232,144        $ 253,324,546  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 4,025,691        $ 5,617,216  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       3,248,870          5,696,767  

Dividends reinvested

       687,035          496,345  

Shares redeemed

       (3,895,518 )        (2,092,692 )
    

 

 

      

 

 

 

Change in shares

       40,387          4,100,420  
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Fusion Conservative Fund

Financial Highlights

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

 

     

Year Ended
December 31,

2013

 

Year Ended
December 31,

2012

 

Year Ended
December 31,

2011

 

Year Ended
December 31,

2010

  October 23, 2009
to
December 31,
2009 (a)

Net Asset Value, Beginning of Period

     $ 11.99       $ 11.05       $ 11.18       $ 10.08       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.16         0.14         0.04         0.13         0.02  

Net Realized and Unrealized Gains/(Losses) on Investments

       0.78         1.10         0.03         0.97         0.16  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.94         1.24         0.07         1.10         0.18  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.27 )       (0.20 )       (0.17 )       — (b)       (0.10 )

Net Realized Gains

       (0.13 )       (0.10 )       (0.03 )       — (b)       —  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.40 )       (0.30 )       (0.20 )       — (b)       (0.10 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.53       $ 11.99       $ 11.05       $ 11.18       $ 10.08  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       7.96 %       11.27 %       0.64 %       10.96 %       1.81 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 265,232       $ 253,325       $ 188,191       $ 89,707       $ 5,998  

Net Investment Income/(Loss)(e)

       1.29 %       1.65 %       2.12 %       2.04 %       2.36 %

Expenses Before Reductions*(e)(f)

       0.24 %       0.25 %       0.28 %       0.34 %       2.56 %

Expenses Net of Reductions*(e)

       0.22 %       0.20 %       0.23 %       0.26 %       0.35 %

Portfolio Turnover Rate(g)

       15 %       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


AZL MVP Fusion Conservative Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Conservative Fund (formerly AZL Fusion Conservative Fund) (the “Fund”), and 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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 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 year ended December 31, 2013, 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

 

8


AZL MVP Fusion Conservative Fund

Notes to the Financial Statements

December 31, 2013

 

(“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 $13.2 million as of December 31, 2013. The monthly average notional amount for these contracts was $9.8 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 166,160      Payable for variation margin on futures contracts   $ —   
Interest Rate           (160,340 ) 

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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      $ 659,676       $ 166,160   
Interest Rate           (250,358 )       (160,340 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate*      Annual Expense Limit

AZL MVP Fusion Conservative Fund

         0.20 %          0.35 %

 

* From January 1, 2013 through April 30, 2013, the Manager voluntarily reduced the management fee to 0.15%. Effective May 1, 2013, the voluntary waiver was no longer in effect.

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, 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.

 

9


AZL MVP Fusion Conservative Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
  

Purchases

at Cost

   Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
12/31/13
   Dividend
Income

AZL Allianz AGIC Opportunity Fund

     $ 2,641,800        $ 114,632        $ (318,834 )     $ (844 )     $ (2,436,754 )     $ —        $ —  

AZL BlackRock Capital Appreciation Fund

       5,111,972          339,041          (1,487,408 )       225,446         1,270,983         5,460,034          27,018  

AZL Columbia Mid Cap Value Fund

       2,615,147          133,712          (793,056 )       139,875         643,122         2,738,800          16,592  

AZL Columbia Small Cap Value Fund

       3,959,092          957,338          (1,228,691 )       162,927         (3,850,666 )       —          56,778  

AZL Dreyfus Research Growth Fund

       2,579,199          62,325          (710,877 )       101,383         699,479         2,731,509          10,751  

AZL Federated Clover Small Cap Value Fund

       —          16,994          (147,036 )       14,988         4,196,189         4,081,135          —  

AZL Gateway Fund

       3,762,218          213,215          (259,098 )       7,220         276,045         3,999,600          30,887  

AZL International Index Fund

       5,249,027          686,603          (1,364,447 )       165,828         766,862         5,503,873          100,328  

AZL Invesco Growth and Income Fund

       6,439,235          652,173          (2,199,864 )       406,475         1,457,134         6,755,153          59,773  

AZL Invesco International Equity Fund

       5,184,803          392,920          (938,739 )       78,129         770,265         5,487,378          63,917  

AZL JPMorgan International Opportunities Fund

       5,276,148          668,179          (1,351,400 )       1,320         889,209         5,483,456          114,107  

AZL JPMorgan U.S. Equity Fund

       7,712,062          789,059          (2,793,615 )       548,140         1,878,882         8,134,528          72,177  

AZL MFS Investors Trust Fund

       2,581,360          142,118          (701,800 )       127,934         584,576         2,734,188          20,069  

AZL MFS Value Fund

       7,713,525          899,082          (2,774,051 )       554,729         1,741,423         8,134,708          115,886  

AZL Mid Cap Index Fund

       2,623,998          176,911          (783,596 )       114,099         587,978         2,719,390          16,738  

AZL Morgan Stanley Global Real Estate Fund

       2,642,528          580,797          (501,203 )       50,037         (68,952 )       2,703,207          109,616  

AZL Morgan Stanley Mid Cap Growth Fund

       2,604,318          151,700          (798,791 )       37,968         750,235         2,745,430          12,329  

AZL Oppenheimer Discovery Fund

       2,566,313          481,139          (1,938,684 )       367,085         3,964,775         5,440,628          —  

AZL Pyramis Core Bond Fund

       32,467,894          4,634,560          (6,324,567 )       (9,083 )       (786,925 )       29,981,879          118,587  

AZL Russell 1000 Growth Index Fund

       5,111,838          167,782          (3,195,984 )       604,453         380,893         3,068,982          31,919  

AZL Russell 1000 Value Index Fund

       10,312,950          1,347,741          (5,292,133 )       1,010,506         1,049,964         8,429,028          165,112  

NFJ Dividend Value Portfolio

       3,869,259          315,221          (1,117,349 )       113,589         890,215         4,070,935          27,247  

PIMCO PVIT Global Advantage Strategy Bond Portfolio

       7,533,779          1,096,375          (410,215 )       (11,300 )       (360,234 )       7,848,405          118,007  

PIMCO PVIT High Yield Portfolio

       10,181,974          1,338,388          (944,684 )       9,706         6,777         10,592,161          565,216  

PIMCO PVIT Low Duration Portfolio

       19,967,596          3,133,327          (1,709,151 )       (31,716 )       (293,880 )       21,066,176          297,972  

PIMCO PVIT Real Return Portfolio

       17,354,269          4,422,196          (1,219,560 )       (131,697 )       (2,070,832 )       18,354,376          332,439  

PIMCO PVIT Total Return Portfolio

       62,840,694          12,557,695          (10,330,310 )       (18,059 )       (3,003,564 )       62,046,456          1,359,714  

PIMCO PVIT Unconstrained Bond Portfolio

       12,488,644          1,745,054          (862,084 )       23,437         (289,909 )       13,105,142          69,428  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
     $ 253,391,642        $ 38,216,277        $ (52,497,227 )     $ 4,662,575       $ 9,643,290       $ 253,416,557        $ 3,912,607  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $3,694 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

 

10


AZL MVP Fusion Conservative Fund

Notes to the Financial Statements

December 31, 2013

 

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, 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, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 253,416,557          $ —          $ 253,416,557  

Unaffiliated Investment Company

         422,194            —            422,194  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 253,838,751          $ —          $ 253,838,751  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         5,820            —            5,820  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 253,844,571          $ —          $ 253,844,571  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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 Conservative Fund

       $ 38,216,277          $ 52,497,227  

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 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 Fund 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.

 

11


AZL MVP Fusion Conservative Fund

Notes to the Financial Statements

December 31, 2013

 

Cost for federal income tax purposes at December 31, 2013 is $232,315,277. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

    $ 26,247,181  

Unrealized depreciation

      (4,723,707 )
   

 

 

 

Net unrealized appreciation/(depreciation)

    $ 21,523,474  
   

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

     Total
Distributions(a)

AZL MVP Fusion Conservative Fund

       $ 5,683,665          $ 2,581,369          $ 8,265,034  

 

(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, 2012 was as follows:

 

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

AZL MVP 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.

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

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

AZL MVP Fusion Conservative Fund

       $ 4,342,159          $ 6,218,336          $ —          $ 21,523,474          $ 32,083,969  

 

(a) The difference 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.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL MVP Fusion Conservative Fund (formerly 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, 2013, 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 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, 2013, by correspondence with brokers, 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, 2013, 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 five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 8.70% 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, 2013, the Fund declared net long-term capital gain distributions of $2,581,369.

During the year ended December 31, 2013, the Fund declared net short-term capital gain distributions of $66,431.

 

14


Other Information (Unaudited)

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

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

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

 

15


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

16


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

18


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL MVP FusionSM Growth Fund

(formerly AZL FusionSM Growth Fund)

Annual Report

December 31, 2013

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 18

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


AZL MVP FusionSM Growth Fund Review (unaudited)

(formerly AZL FusionSM Growth Fund)

 

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

What factors affected the Fund’s performance during the year ended December 31, 2013?

For the year ended December 31, 2013, the AZL MVP FusionSM Growth Fund returned 19.10%. That compared to a 24.90% 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 MVP FusionSM Growth 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 70% and 90% of its assets in equity funds and 10% to 30% of its assets 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 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 12-month period. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. However, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, although U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. This performance came despite failed negotiations over the U.S. budget that ultimately resulted in a partial government shutdown in October. The Fed’s surprise announcement in December to begin a modest $10 billion reduction in its bond-buying program, starting in early 2014, caused stocks to rally on the view that the economy was on firmer footing, ultimately resulting in a 32.39% gain for the S&P 500 for the 12-month period.

During the period, developed international markets provided strong returns with the MSCI EAFE3 posting gains of 22.78%, although they fell short of the gains made in U.S. markets. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits. However, stock prices plummeted in many emerging markets due in part to anticipation of more restrictive monetary policy on the horizon from the Fed. The MSCI Emerging Markets Index4 declined 2.27% during the period.

During the period, bond yields rose dramatically leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. Against this backdrop, the Barclay Capital U.S. Aggregate Bond Index declined by 2.02%. Treasury inflation-protected securities (TIPS) were a significant laggard within the fixed income sector during the last year. The Barclays U.S. TIPS Index5 lost 8.61% during this period due to the combination of higher interest rates and low inflation. High-yield bonds were a notable exception to the poor performance of fixed income investments. These bonds’ sensitivity to credit risk provided some isolation from the rising yield environment. The Barclays U.S. Corporate High-Yield Bond Index6 gained 7.44% during the 12-month period as investors continued to seek higher yield.

The Fund underperformed its growth composite benchmark in 2013 due to its exposure to select asset classes and underperformance from certain underlying funds. The Fund’s allocations to international and emerging markets, along with exposure to global real estate and TIPS, detracted from the Fund’s relative performance. A group of underlying funds that lagged their benchmarks, most notably within fixed income and international equity, also hampered the Funds returns.*

Factors contributing positively to the Fund’s relative performance included its allocation to high-yield and non-traditional bonds within fixed income. These asset classes outperformed the broader fixed income benchmark.*

In the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
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 Morgan Stanley Capital International, Emerging Markets (“MSCI Emerging Markets”) Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets.
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.
6  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.

Investors cannot invest directly in an index.

 
1

 


AZL MVP 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 $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, 2013

 

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

AZL MVP FusionSM Growth Fund

     19.10 %      8.85 %      13.99 %      5.29 % 

Growth Composite Index

     24.90 %      13.75 %      15.45 %      7.47 % 

S&P 500 Index

     32.39 %      16.18 %      17.94 %      7.81 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      3.26 %      4.44 %      4.64 % 

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 Growth Fund

     1.21 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to May 1, 2013, the Manager voluntarily decreased the management fee to 0.17% on all assets. 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, 2015. Additional information pertaining to the December 31, 2013 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

 


AZL MVP Fusion Growth Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP 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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Growth Fund

       $ 1,000.00          $ 1,130.30          $ 1.18            0.22 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Growth Fund

       $ 1,000.00          $ 1,024.10          $ 1.12            0.22 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of net assets

Domestic Equities

      43.6 %

International Equities

      32.8  

Fixed Income

      18.6  

Money Market

      — ^
   

 

 

 

Total Investment Securities

      95.0  

Net other assets (liabilities)

      5.0  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%.

 

3


AZL MVP Fusion Growth Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Companies (95.0%):

  

  1,980,519      AZL BlackRock Capital Appreciation Fund    $ 37,570,443  
  1,589,630      AZL Columbia Mid Cap Value Fund      18,837,111  
  1,914,946      AZL Dreyfus Research Growth Fund      28,245,459  
  990,676      AZL Federated Clover Small Value Fund      23,439,393  
  2,356,923      AZL Gateway Fund      27,458,157  
  3,392,928      AZL International Index Fund      56,254,746  
  2,114,188      AZL Invesco Growth and Income Fund      32,791,050  
  3,536,729      AZL Invesco International Equity Fund      65,853,897  
  4,017,293      AZL JPMorgan International Opportunities Fund      75,163,553  
  3,865,543      AZL JPMorgan U.S. Equity Fund      56,205,001  
  1,328,748      AZL MFS Investors Trust Fund      28,302,339  
  3,141,156      AZL MFS Value Fund      37,631,044  
  419,571      AZL Mid Cap Index Fund      9,410,972  
  2,762,782      AZL Morgan Stanley Global Real Estate Fund      27,241,027  
  1,021,175      AZL Morgan Stanley Mid Cap Growth Fund      18,871,314  
  2,863,226      AZL NFJ International Value Fund      36,878,350  
  1,780,839      AZL Oppenheimer Discovery Fund      28,101,647  
  3,229,788      AZL Pyramis Core Bond Fund      31,587,327  
  1,419,980      AZL Russell 1000 Growth Index Fund      23,500,673  
Shares            Fair Value  

 

Affiliated Investment Companies, continued

  

  2,862,172      AZL Russell 1000 Value Index Fund    $ 42,073,933  
  1,717,995      AZL Schroder Emerging Markets Equity Fund, Class 2      13,400,361  
  1,767,717      NFJ Dividend Value Portfolio      23,369,218  
  2,767,923      PIMCO PVIT Global Advantage Strategy Bond Portfolio      26,987,246  
  1,134,382      PIMCO PVIT High Yield Portfolio      9,154,463  
  2,138,556      PIMCO PVIT Real Return Portfolio      26,945,803  
  5,415,423      PIMCO PVIT Total Return Portfolio      59,461,343  
  1,757,447      PIMCO PVIT Unconstrained Bond Portfolio      18,013,828  
     

 

 

 

 

Total Affiliated Investment Companies (Cost $646,089,121)

     882,749,698   
     

 

 

 

 

Unaffiliated Investment Company (0.0%):

  

  97,061      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00%(a)      97,061  
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $97,061)

     97,061  
     

 

 

 

 

Total Investment Securities (Cost $646,186,182)(b) — 95.0%

     882,846,759  

 

Net other assets (liabilities) — 5.0%

     46,206,942  
     

 

 

 

 

Net Assets — 100.0%

   $ 929,053,701  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $46,241,300 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         75       $ 9,228,516      $ (166,519 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         402         37,006,110        1,329,759  
              

 

 

 

Total

               $ 1,163,240  
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Growth Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 97,061  

Investments in affiliates, at cost

       646,089,121  
    

 

 

 

Total Investment securities, at cost

     $ 646,186,182  
    

 

 

 

Investments in non-affiliates, at value

     $ 97,061  

Investments in affiliates, at value

       882,749,698  
    

 

 

 

Total Investment securities, at value

       882,846,759  

Segregated cash for collateral

       46,241,300  

Receivable for capital shares issued

       62,080  

Receivable for variation margin on futures contracts

       128,453  
    

 

 

 

Total Assets

       929,278,592  
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       15,410  

Payable for capital shares redeemed

       2,546  

Payable for variation margin on futures contracts

       12,798  

Manager fees payable

       154,942  

Administration fees payable

       4,426  

Custodian fees payable

       705  

Administrative and compliance services fees payable

       3,770  

Trustee fees payable

       28  

Other accrued liabilities

       30,266  
    

 

 

 

Total Liabilities

       224,891  
    

 

 

 

Net Assets

     $ 929,053,701  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 886,857,671  

Accumulated net investment income/(loss)

       11,282,288  

Accumulated net realized gains/(losses) from investment transactions

       (206,910,075 )

Net unrealized appreciation/(depreciation) on investments

       237,823,817  
    

 

 

 

Net Assets

     $ 929,053,701  
    

 

 

 

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

       74,504,578  

Net Asset Value (offering and redemption price per share)

     $ 12.47  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 11,683,836  
    

 

 

 

Total Investment Income

       11,683,836  
    

 

 

 

Expenses:

    

Manager fees

       1,751,800  

Administration fees

       59,484  

Custodian fees

       2,544  

Administrative and compliance services fees

       17,258  

Trustee fees

       44,839  

Professional fees

       36,663  

Shareholder reports

       28,865  

Other expenses

       20,755  
    

 

 

 

Total expenses before reductions

       1,962,208  

Less expenses voluntarily waived/reimbursed by the Manager

       (83,985 )
    

 

 

 

Net expenses

       1,878,223  
    

 

 

 

Net Investment Income/(Loss)

       9,805,613  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       22,177,523  

Net realized gains distributions from affiliated underlying funds

       5,342,006  

Net realized gains/(losses) on futures contracts

       253,208  

Change in net unrealized appreciation/depreciation on investments

       114,059,163  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       141,831,900  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 151,637,513  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Fusion Growth Fund
      For the
Year Ended
December 31,
2013
   For the
Year Ended
December 31,
2012

Change in Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 9,805,613        $ 9,035,517  

Net realized gains/(losses) on investment transactions

       27,772,737          6,217,750  

Change in unrealized appreciation/depreciation on investments

       114,059,163          80,841,337  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       151,637,513          96,094,604  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       (11,573,333 )        (12,259,264 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (11,573,333 )        (12,259,264 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       65,079,007          57,974,556  

Proceeds from dividends reinvested

       11,573,333          12,259,264  

Value of shares redeemed

       (112,784,551 )        (56,132,283 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       (36,132,211 )        14,101,537  
    

 

 

      

 

 

 

Change in net assets

       103,931,969          97,936,877  

Net Assets:

         

Beginning of period

       825,121,732          727,184,855  
    

 

 

      

 

 

 

End of period

     $ 929,053,701        $ 825,121,732  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 11,282,288        $ 11,573,307  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       5,600,116          5,695,090  

Dividends reinvested

       995,127          1,184,470  

Shares redeemed

       (9,837,483 )        (5,578,784 )
    

 

 

      

 

 

 

Change in shares

       (3,242,240 )        1,300,776  
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Fusion Growth Fund

Financial Highlights

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

 

     Year Ended December 31,
      2013   2012   2011   2010   2009

Net Asset Value, Beginning of Period

     $ 10.61       $ 9.51       $ 10.15       $ 9.15       $ 7.36  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.14         0.12         0.16         0.12         0.11  

Net Realized and Unrealized Gains/(Losses) on Investments

       1.88         1.14         (0.61 )       1.05         2.20  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       2.02         1.26         (0.45 )       1.17         2.31  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

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

Net Realized Gains

       —         —         —         —         (0.34 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.16 )       (0.16 )       (0.19 )       (0.17 )       (0.52 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.47       $ 10.61       $ 9.51       $ 10.15       $ 9.15  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

       19.10 %       13.29 %       (4.43 )%       12.90 %       31.84 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 929,054       $ 825,122       $ 727,185       $ 864,986       $ 825,266  

Net Investment Income/(Loss)

       1.12 %       1.16 %       1.32 %       1.16 %       1.39 %

Expenses Before Reductions*(b)

       0.22 %       0.23 %       0.23 %       0.24 %       0.25 %

Expenses Net of Reductions*

       0.21 %       0.18 %       0.18 %       0.19 %       0.20 %

Portfolio Turnover Rate(c)

       8 %       25 %       24 %       48 %       53 %

 

* 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.

 

(c) 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


AZL MVP Fusion Growth Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Growth Fund (formerly AZL Fusion Growth Fund) (the “Fund”), and 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 ex-dividend date except in the case of foreign securities, in which case dividends are recorded as soon as such information becomes available.

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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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 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 year ended December 31, 2013, 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

 

8


AZL MVP Fusion Growth Fund

Notes to the Financial Statements

December 31, 2013

 

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 $46.2 million as of December 31, 2013. The monthly average notional amount for these contracts was $47.8 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 1,329,759      Payable for variation margin on futures contracts   $ —   
Interest Rate       —          166,519   

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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      $ 533,651       $ 1,144,443   
Interest Rate           (280,443 )       (166,519 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate*      Annual Expense Limit

AZL MVP Fusion Growth Fund

         0.20 %          0.30 %

 

* From January 1, 2013 through April 30, 2013, the Manager voluntarily reduced the management fee to 0.17%. Effective May 1, 2013, the voluntary waiver was no longer in effect.

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, 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.

 

9


AZL MVP Fusion Growth Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

    

Fair Value

12/31/12

  Purchases
at Cost
  Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
 

Fair Value

12/31/13

   Dividend
Income

AZL Allianz AGIC Opportunity Fund

    $ 8,358,301       $ 18,091       $ (51,232 )     $ 1,086       $ (8,326,246 )     $ —        $ —  

AZL BlackRock Capital Appreciation Fund

      32,808,672         446,477         (5,662,236 )       1,078,433         8,899,097         37,570,443          182,941  

AZL Columbia Mid Cap Value Fund

      16,629,787         203,946         (3,191,221 )       704,092         4,490,507         18,837,111          112,319  

AZL Columbia Small Cap Value Fund

      12,737,287         2,460,998         (2,257,428 )       485,717         (13,426,574 )       —          192,276  

AZL Dreyfus Research Growth Fund

      24,502,316         162,474         (4,430,713 )       735,399         7,275,983         28,245,459          108,200  

AZL Federated Clover Small Cap Value Fund

      8,279,052         171,750         (1,986,354 )       237,892         16,737,053         23,439,393          64,585  

AZL Gateway Fund

      24,232,030         3,861,204         (2,488,794 )       40,693         1,813,024         27,458,157          207,708  

AZL International Index Fund

      50,650,492         1,463,639         (5,089,996 )       622,668         8,607,943         56,254,746          1,018,813  

AZL Invesco Growth and Income Fund

      28,654,189         898,628         (5,379,984 )       1,140,093         7,478,124         32,791,050          282,149  

AZL Invesco International Equity Fund

      58,411,477         1,512,253         (3,934,060 )       519,090         9,345,137         65,853,897          755,505  

AZL JPMorgan International Opportunities Fund

      67,749,892         2,484,881         (6,817,977 )       (22,889 )       11,769,646         75,163,553          1,549,153  

AZL JPMorgan U.S. Equity Fund

      49,368,312         1,303,177         (10,569,448 )       3,440,245         12,662,715         56,205,001          486,444  

AZL MFS Investors Trust Fund

      24,602,633         403,488         (3,781,760 )       1,037,862         6,040,116         28,302,339          203,125  

AZL MFS Value Fund

      32,742,455         1,071,654         (6,332,706 )       1,448,344         8,701,297         37,631,044          520,788  

AZL Mid Cap Index Fund

      8,208,159         205,586         (1,317,385 )       302,522         2,012,090         9,410,972          56,193  

AZL Morgan Stanley Global Real Estate Fund

      25,637,683         4,799,604         (3,018,978 )       594,153         (771,435 )       27,241,027          1,107,015  

AZL Morgan Stanley Mid Cap Growth Fund

      16,581,979         715,074         (3,681,087 )       979,716         4,275,632         18,871,314          83,269  

AZL NFJ International Value Fund

      33,861,145         1,188,004         (1,465,881 )       (178,732 )       3,473,814         36,878,350          614,409  

AZL Oppenheimer Discovery Fund

      16,398,954         459,829         (6,572,775 )       1,282,880         16,532,759         28,101,647          —  

AZL Pyramis Core Bond Fund

      32,177,496         6,005,263         (5,763,397 )       (45,552 )       (786,483 )       31,587,327          122,627  

AZL Russell 1000 Growth Index Fund

      30,242,040         500,380         (13,988,552 )       3,329,822         3,416,983         23,500,673          239,570  

AZL Russell 1000 Value Index Fund

      47,167,558         3,202,593         (18,052,515 )       4,047,074         5,709,223         42,073,933          799,707  

AZL Schroder Emerging Markets Equity Fund, Class 2

      12,973,858         1,467,924         (777,548 )       15,932         (279,805 )       13,400,361          104,670  

NFJ Dividend Value Portfolio

      20,392,207         601,139         (3,165,543 )       348,272         5,193,143         23,369,218          155,666  

PIMCO PVIT Global Advantage Strategy Bond Portfolio

      24,494,515         5,357,891         (1,574,060 )       (44,494 )       (1,246,606 )       26,987,246          391,684  

PIMCO PVIT High Yield Portfolio

      8,397,765         918,333         (176,386 )       4,770         9,981         9,154,463          473,261  

PIMCO PVIT Real Return Portfolio

      24,106,644         7,393,757         (1,360,519 )       (125,791 )       (3,068,288 )       26,945,803          488,048  

PIMCO PVIT Total Return Portfolio

      56,722,252         15,290,129         (9,659,671 )       170,402         (3,061,769 )       59,461,343          1,270,880  

PIMCO PVIT Unconstrained Bond Portfolio

      16,356,850         3,110,106         (1,085,130 )       27,824         (395,822 )       18,013,828          92,831  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
    $ 813,446,000       $ 67,678,272       $ (133,633,336 )     $ 22,177,523       $ 113,081,239       $ 882,749,698        $ 11,683,836  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $12,365 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

 

10


AZL MVP Fusion Growth Fund

Notes to the Financial Statements

December 31, 2013

 

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, 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, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 882,749,698          $ —          $ 882,749,698  

Unaffiliated Investment Company

         97,061            —            97,061  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 882,846,759          $ —          $ 882,846,759  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         1,163,240            —            1,163,240  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 884,009,999          $ —          $ 884,009,999  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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 Growth Fund

       $ 67,678,272          $ 133,633,336  

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 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 Fund 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.

 

11


AZL MVP Fusion Growth Fund

Notes to the Financial Statements

December 31, 2013

 

Cost for federal income tax purposes at December 31, 2013 is $687,332,798. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

    $ 242,918,466  

Unrealized depreciation

      (47,404,505 )
   

 

 

 

Net unrealized appreciation/(depreciation)

    $ 195,513,961  
   

 

 

 

As of the end of its tax year ended December 31, 2013, 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 MVP Fusion Growth Fund

       $ 164,600,220  

During the year ended December 31, 2013, the Fund utilized $22,509,307 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL MVP Fusion Growth Fund

       $ 11,573,333          $ —          $ 11,573,333  

 

(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, 2012 was as follows:

 

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

AZL MVP 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.

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

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

AZL MVP Fusion Growth Fund

       $ 11,282,289          $ —          $ (164,600,220 )        $ 195,513,961          $ 42,196,030  

 

(a) The difference 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.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL MVP Fusion Growth Fund (formerly 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, 2013, 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, 2013, by correspondence with the brokers, 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, 2013, 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 25, 2014

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 22.55% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

 

14


Other Information (Unaudited)

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

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

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

 

15


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

16


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

18


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL MVP FusionSM Moderate Fund

(formerly AZL FusionSM Moderate Fund)

Annual Report

December 31, 2013

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 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 19

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


AZL MVP FusionSM Moderate Fund Review (unaudited)

(formerly AZL FusionSM Moderate Fund)

 

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

What factors affected the Fund’s performance during the year ended December 31, 2013?

For the year ended December 31, 2013, the AZL MVP FusionSM Moderate Fund returned 15.17%. That compared to a 19.49% 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 MVP FusionSM Moderate 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 55% and 75% of its assets in equity funds and 25% to 45% of its assets 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 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 12-month period. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. However, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, although U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. This performance came despite failed negotiations over the U.S. budget that ultimately resulted in a partial government shutdown in October. The Fed’s surprise announcement in December to begin a modest $10 billion reduction in its bond-buying program, starting in early 2014, caused stocks to rally on the view that the economy was on firmer footing. Ultimately resulting in a 32.39% gain for the S&P 500 for the 12-month period.

During the period, developed international markets provided strong returns with the MSCI EAFE3 posting gains of 22.78%, although they fell short of the gains made in U.S. markets. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits. Stock prices plummeted in many emerging markets due in part to anticipation of more restrictive monetary policy on the horizon from the Fed. The MSCI Emerging Markets Index4 declined 2.27% during the period.

During the period, bond yields rose dramatically leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. Against this backdrop, the Barclay Capital U.S. Aggregate Bond Index declined by 2.02%. Treasury inflation-protected securities (TIPS) were a significant laggard within the fixed income sector during the last year. The Barclays U.S. TIPS Index5 lost 8.61% due to the combination of higher interest rates and low inflation. High-yield bonds were a notable exception to the poor performance of fixed income investments during the period. These bonds’ sensitivity to credit risk provided some isolation from the rising yield environment. The Barclays U.S. Corporate High-Yield Bond Index6 gained 7.44% during the 12-month period as investors continued to seek higher yields.

The Fund underperformed its moderate composite benchmark in 2013 due to its exposure to select asset classes and underperformance from certain underlying funds. The Fund’s allocations to international and emerging markets, along with exposure to global real estate and TIPS, detracted from the Fund’s relative performance. A group of underlying funds that lagged their benchmarks, most notably within fixed income and international equity, also hampered the Funds returns.*

Factors contributing positively to the Fund’s relative performance included its allocation to high-yield and non-traditional bonds within fixed income. These asset classes outperformed the broader fixed income benchmark.*

In the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
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 Morgan Stanley Capital International, Emerging Markets (“MSCI Emerging Markets”) Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets.
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.
6  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.

Investors cannot invest directly in an index.

 

 

1


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.

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 $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, 2013

 

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

AZL MVP FusionSM Moderate Fund

     15.17 %      7.99 %      12.74 %      5.38 % 

Moderate Composite Index

     19.49 %      11.87 %      13.50 %      7.12 % 

S&P 500 Index

     32.39 %      16.18 %      17.94 %      7.81 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      3.26 %      4.44 %      4.64 % 

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 Moderate Fund

     1.15 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to May 1, 2013, the Manager voluntarily decreased the management fee to 0.17% on all assets. 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, 2015. Additional information pertaining to the December 31, 2013 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 (“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


AZL MVP Fusion Moderate Fund

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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Moderate Fund

       $ 1,000.00          $ 1,109.00          $ 1.17            0.22 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Fusion Moderate Fund

       $ 1,000.00          $ 1,024.10          $ 1.12            0.22 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of net assets

Domestic Equities

      38.4 %

Fixed Income

      31.8  

International Equities

      24.8  

Money Market

      — ^
   

 

 

 

Total Investment Securities

      95.0  

Net other assets (liabilities)

      5.0  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%

 

3


AZL MVP Fusion Moderate Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Companies (95.0%):

  

  6,092,879      AZL BlackRock Capital Appreciation Fund    $ 115,581,921  
  3,783,290      AZL Columbia Mid Cap Value Fund      44,831,986  
  4,045,857      AZL Dreyfus Research Growth Fund      59,676,396  
  3,110,121      AZL Federated Clover Small Value Fund      73,585,473  
  5,502,885      AZL Gateway Fund      64,108,605  
  8,358,110      AZL International Index Fund      138,577,462  
  5,498,523      AZL Invesco Growth and Income Fund      85,282,089  
  7,835,880      AZL Invesco International Equity Fund      145,904,078  
  8,861,276      AZL JPMorgan International Opportunities Fund      165,794,478  
  9,818,677      AZL JPMorgan U.S. Equity Fund      142,763,569  
  2,768,539      AZL MFS Investors Trust Fund      58,969,878  
  8,417,629      AZL MFS Value Fund      100,843,193  
  1,331,926      AZL Mid Cap Index Fund      29,875,099  
  5,139,532      AZL Morgan Stanley Global Real Estate Fund      50,675,782  
  2,416,316      AZL Morgan Stanley Mid Cap Growth Fund      44,653,519  
  6,781,537      AZL NFJ International Value Fund      87,346,197  
  4,562,245      AZL Oppenheimer Discovery Fund      71,992,221  
  19,178,835      AZL Pyramis Core Bond Fund      187,569,003  
  4,863,442      AZL Russell 1000 Growth Index Fund      80,489,962  
Shares            Fair Value  

 

Affiliated Investment Companies, continued

  

  6,744,901      AZL Russell 1000 Value Index Fund    $ 99,150,050  
  3,176,472      AZL Schroder Emerging Markets Equity Fund, Class 2      24,776,480  
  4,348,954      NFJ Dividend Value Portfolio      57,493,173  
  7,831,638      PIMCO PVIT Global Advantage Strategy Bond Portfolio      76,358,466  
  6,332,482      PIMCO PVIT High Yield Portfolio      51,103,132  
  8,188,321      PIMCO PVIT Real Return Portfolio      103,172,839  
  34,530,003      PIMCO PVIT Total Return Portfolio      379,139,436  
  7,471,283      PIMCO PVIT Unconstrained Bond Portfolio      76,580,653  
     

 

 

 

 
 

Total Affiliated Investment Companies
(Cost $2,086,863,811)

     2,616,295,140  
     

 

 

 

 

Unaffiliated Investment Company (0.0%):

  

  159,816      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00%(a)      159,816  
     

 

 

 
  Total Unaffiliated Investment Company (Cost $159,816)      159,816  
     

 

 

 
  Total Investment Securities (Cost $2,087,023,627)(b) — 95.0%      2,616,454,956   
  Net other assets (liabilities) — 5.0%      136,732,603  
     

 

 

 
  Net Assets —100.0%    $ 2,753,187,559  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $137,169,685 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         390       $ 47,988,281      $ (879,882 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         970         89,293,350        3,213,059  
              

 

 

 

Total

               $ 2,333,177  
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Moderate Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 159,816  

Investments in affiliates, at cost

       2,086,863,811  
    

 

 

 

Total Investment securities, at cost

     $ 2,087,023,627  
    

 

 

 

Investments in non-affiliates, at value

     $ 159,816  

Investments in affiliates, at value

       2,616,295,140  
    

 

 

 

Total Investment securities, at value

       2,616,454,956  

Segregated cash for collateral

       137,169,685  

Receivable for capital shares issued

       318,527  

Receivable for variation margin on futures contracts

       310,196  
    

 

 

 

Total Assets

       2,754,253,364  
    

 

 

 

Liabilities:

    

Payable for capital shares redeemed

       439,935  

Payable for variation margin on futures contracts

       66,859  

Manager fees payable

       459,904  

Administration fees payable

       4,800  

Custodian fees payable

       885  

Administrative and compliance services fees payable

       11,128  

Trustee fees payable

       84  

Other accrued liabilities

       82,210  
    

 

 

 

Total Liabilities

       1,065,805  
    

 

 

 

Net Assets

     $ 2,753,187,559  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 2,245,146,997  

Accumulated net investment income/(loss)

       35,104,890  

Accumulated net realized gains/(losses) from investment transactions

       (58,828,834 )

Net unrealized appreciation/(depreciation) on investments

       531,764,506  
    

 

 

 

Net Assets

     $ 2,753,187,559  
    

 

 

 

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

       217,157,049  

Net Asset Value (offering and redemption price per share)

     $ 12.68  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 34,889,499  
    

 

 

 

Total Investment Income

       34,889,499  
    

 

 

 

Expenses:

    

Manager fees

       4,860,886  

Administration fees

       75,413  

Custodian fees

       3,661  

Administrative and compliance services fees

       46,699  

Trustee fees

       120,390  

Professional fees

       120,873  

Shareholder reports

       81,828  

Other expenses

       52,729  
    

 

 

 

Total expenses before reductions

       5,362,479  

Less expenses voluntarily waived/reimbursed by the Manager

       (209,824 )
    

 

 

 

Net expenses

       5,152,655  
    

 

 

 

Net Investment Income/(Loss)

       29,736,844  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       23,614,901  

Net realized gains distributions from affiliated underlying funds

       16,837,685  

Net realized gains/(losses) on futures contracts

       941,745  

Change in net unrealized appreciation/depreciation on investments

       271,102,916  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       312,497,247  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 342,234,091  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Fusion Moderate Fund
      For the
Year Ended
December 31,
2013
   For the
Year Ended
December 31,
2012

Change in Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 29,736,844        $ 26,571,643  

Net realized gains/(losses) on investment transactions

       41,394,331          3,964,536  

Change in unrealized appreciation/depreciation on investments

       271,102,916          199,401,971  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       342,234,091          229,938,150  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       (36,803,773 )        (33,385,525 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (36,803,773 )        (33,385,525 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       148,369,871          120,965,962  

Proceeds from shares issued in merger

       316,567,026          —  

Proceeds from dividends reinvested

       36,803,773          33,385,525  

Value of shares redeemed

       (122,566,179 )        (90,887,463 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       379,174,491          63,464,024  
    

 

 

      

 

 

 

Change in net assets

       684,604,809          260,016,649  

Net Assets:

         

Beginning of period

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

 

 

      

 

 

 

End of period

     $ 2,753,187,559        $ 2,068,582,750  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 35,104,890        $ 36,803,621  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       12,332,796          11,382,503  

Shares issued in merger

       26,874,597          —  

Dividends reinvested

       3,087,565          3,057,283  

Shares redeemed

       (10,402,400 )        (8,429,621 )
    

 

 

      

 

 

 

Change in shares

       31,892,558          6,010,165  
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Fusion Moderate Fund

Financial Highlights

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

 

     Year Ended December 31,
      2013   2012   2011   2010   2009

Net Asset Value, Beginning of Period

     $ 11.17       $ 10.09       $ 10.58       $ 9.63       $ 7.75  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.11         0.13         0.14         0.05         0.06  

Net Realized and Unrealized Gains/(Losses) on Investments

       1.57         1.13         (0.44 )       1.07         2.20  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       1.68         1.26         (0.30 )       1.12         2.26  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.17 )       (0.18 )       (0.19 )       (0.17 )       (0.17 )

Net Realized Gains

       —         —         —         —         (0.21 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.17 )       (0.18 )       (0.19 )       (0.17 )       (0.38 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.68       $ 11.17       $ 10.09       $ 10.58       $ 9.63  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

       15.17 %       12.53 %       (2.84 )%       11.74 %       29.42 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 2,753,188       $ 2,068,583       $ 1,808,566       $ 1,545,100       $ 935,729  

Net Investment Income/(Loss)

       1.22 %       1.34 %       1.63 %       1.47 %       2.07 %

Expenses Before Reductions*(b)

       0.22 %       0.23 %       0.22 %       0.24 %       0.25 %

Expenses Net of Reductions*

       0.21 %       0.18 %       0.17 %       0.19 %       0.20 %

Portfolio Turnover Rate(c)

       5 %       23 %       19 %       32 %       38 %

 

* 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.

 

(c) 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


AZL MVP Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Moderate Fund (formerly AZL Fusion Moderate Fund) (the “Fund”), and 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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 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 year ended December 31, 2013, 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

 

8


AZL MVP Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2013

 

(“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 $137.3 million as of December 31, 2013. The monthly average notional amount for these contracts was $126.0 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 3,213,059      Payable for variation margin on futures contracts   $ —   
Interest Rate       —          879,882   

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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      $ 2,322,414       $ 2,830,546   
Interest Rate           (1,380,669 )       (879,882 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 %

 

* From January 1, 2013 through April 30, 2013, the Manager voluntarily reduced the management fee to 0.17%. Effective May 1, 2013, the voluntary waiver was no longer in effect.

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, 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.

 

9


AZL MVP Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
  

Purchases

at Cost

   Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
12/31/13
   Dividend
Income

AZL Allianz AGIC Opportunity Fund

     $ 20,279,547        $ 31,523        $ (108,685 )     $ 2,329       $ (20,204,714 )     $ —        $ —  

AZL BlackRock Capital Appreciation Fund

       81,628,186          673,131          (8,033,949 )       1,135,603         40,178,950         115,581,921          547,040  

AZL Columbia Mid Cap Value Fund

       31,305,936          305,305          (2,633,402 )       361,220         15,492,927         44,831,986          258,021  

AZL Columbia Small Cap Value Fund

       32,372,633          7,014,065          (4,289,403 )       576,611         (35,673,906 )       —          585,601  

AZL Dreyfus Research Growth Fund

       40,593,947          283,018          (2,997,218 )       466,215         21,330,434         59,676,396          219,973  

AZL Federated Clover Small Cap Value Fund

       20,342,029          352,183          (1,257,535 )       101,376         54,047,420         73,585,473          201,057  

AZL Gateway Fund

       50,662,185          1,781,314          (271,712 )       (93 )       11,936,911         64,108,605          488,648  

AZL International Index Fund

       106,689,859          2,672,027          (7,987,471 )       313,304         36,889,743         138,577,462          2,514,413  

AZL Invesco Growth and Income Fund

       61,232,340          820,305          (6,536,049 )       983,925         28,781,568         85,282,089          725,737  

AZL Invesco International Equity Fund

       110,784,510          1,855,976          (4,464,535 )       435,558         37,292,569         145,904,078          1,690,482  

AZL JPMorgan International Opportunities Fund

       128,424,960          3,640,676          (10,233,935 )       (60,417 )       44,023,194         165,794,478          3,451,540  

AZL JPMorgan U.S. Equity Fund

       102,597,221          1,366,354          (14,514,664 )       2,580,199         50,734,459         142,763,569          1,208,740  

AZL MFS Investors Trust Fund

       41,215,737          474,478          (2,419,625 )       373,049         19,326,239         58,969,878          411,433  

AZL MFS Value Fund

       72,004,534          1,465,770          (8,190,379 )       1,494,011         34,069,257         100,843,193          1,355,440  

AZL Mid Cap Index Fund

       20,801,615          615,633          (1,270,515 )       142,545         9,585,821         29,875,099          175,059  

AZL Morgan Stanley Global Real Estate Fund

       43,621,402          5,955,643          (4,321,803 )       962,947         4,457,593         50,675,782          1,998,127  

AZL Morgan Stanley Mid Cap Growth Fund

       30,792,129          1,321,761          (3,494,151 )       156,802         15,876,978         44,653,519          191,951  

AZL NFJ International Value Fund

       69,715,094          1,544,069          (1,515,934 )       (379,696 )       17,982,664         87,346,197          1,441,620  

AZL Oppenheimer Discovery Fund

       29,989,395          634,186          (9,418,814 )       1,408,651         49,378,803         71,992,221          —  

AZL Pyramis Core Bond Fund

       162,959,941          21,906,121          (869,480 )       185,333         3,387,088         187,569,003          718,531  

AZL Russell 1000 Growth Index Fund

       69,211,876          920,539          (1,983,446 )       2,966,854         9,374,139         80,489,962          794,448  

AZL Russell 1000 Value Index Fund

       101,229,787          5,254,017          (3,494,915 )       8,758,072         (12,596,911 )       99,150,050          1,848,004  

AZL Schroder Emerging Markets Equity Fund, Class 2

       22,163,672          220,503          (108,685 )       5,215         2,495,775         24,776,480          188,981  

NFJ Dividend Value Portfolio

       40,541,828          517,053          (2,238,747 )       121,672         18,551,367         57,493,173          364,178  

PIMCO PVIT Global Advantage Strategy Bond Portfolio

       62,112,290          8,650,724          (326,055 )       7,289         5,914,218         76,358,466          1,050,619  

PIMCO PVIT High Yield Portfolio

       42,428,661          2,683,523          (217,370 )       14,789         6,193,529         51,103,132          2,594,394  

PIMCO PVIT Real Return Portfolio

       82,286,250          20,797,075          (434,740 )       (2,336 )       526,590         103,172,839          1,860,749  

PIMCO PVIT Total Return Portfolio

       306,491,289          66,106,475          (3,951,151 )       488,630         10,004,193         379,139,436          7,625,337  

PIMCO PVIT Unconstrained Bond Portfolio

       62,179,401          7,018,806          (326,055 )       15,244         7,693,257         76,580,653          379,376  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
     $ 2,046,658,254        $ 166,882,253        $ (107,910,423 )     $ 23,614,901       $ 487,050,155       $ 2,616,295,140        $ 34,889,499  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $44,113 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 $139,000 annual Board retainer. In addition, the Trustees are reimbursed for certain expenses associated with attending Board meetings. Compensation to

 

10


AZL MVP Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, 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, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 2,616,295,140          $ —          $ 2,616,295,140  

Unaffiliated Investment Company

         159,816            —            159,816  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 2,616,454,956          $ —          $ 2,616,454,956  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         2,333,177            —            2,333,177  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 2,618,788,133          $ —          $ 2,618,788,133  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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

       $ 166,882,253          $ 107,910,423  

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 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 Fund 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.

 

11


AZL MVP Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2013

 

Cost for federal income tax purposes at December 31, 2013 is $2,126,357,057. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

    $ 538,044,663  

Unrealized depreciation

      (47,946,764 )
   

 

 

 

Net unrealized appreciation/(depreciation)

    $ 490,097,899  
   

 

 

 

As of the end of its tax year ended December 31, 2013, 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 MVP Fusion Moderate Fund

       $ 17,162,227  

During the year ended December 31, 2013, the Fund utilized $36,891,252 in CLCFs to offset capital gains.

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL MVP Fusion Moderate Fund

       $ 36,803,773          $ —          $ 36,803,773  

 

(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, 2012 was as follows:

 

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

AZL MVP 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.

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

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

AZL MVP Fusion Moderate Fund

       $ 35,104,890          $ —          $ (17,162,227 )        $ 490,097,899          $ 508,040,562  

 

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

8. Acquisition of Funds

On April 26, 2013, the Fund (formerly AZL Fusion Moderate Fund) acquired all of the net assets of the AZL MVP Fusion Moderate Fund, an open-end investment company, pursuant to a plan of reorganization approved by AZL MVP Fusion Moderate Fund shareholders on April 24, 2013. The purpose of the transaction was to combine two funds managed by the Manager with comparable investment objectives and strategies. The acquisition was accomplished by a tax-free exchange of 26,874,897 shares of the Fund, valued at $316,567,026, for 27,547,105 shares of the AZL MVP Fusion Moderate Fund outstanding on April 26, 2013.

The investment portfolio of the AZL MVP Fusion Moderate Fund, with a fair value of $300,786,728 and identified cost of $278,882,682 at April 26, 2013, was the principal asset acquired by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the AZL MVP Fusion Moderate Fund was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the merger, the net assets of the Fund were $2,146,421,277. All fees and expenses incurred by the AZL MVP Fusion Moderate Fund and the Fund directly in connection with the plan of reorganization were borne by the Funds.

Assuming the acquisition had been completed on January 1, 2013, the beginning of the annual reporting period of the Fund, the Fund’s pro forma results of operations for the year ended December 31, 2013, are as follows:

 

Net investment income/(loss)

    $ 29,999,976  

Net realized/unrealized gains/losses)

      327,641,283  
   

 

 

 

Change in net assets resulting from operations

    $ 357,641,259  
   

 

 

 

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the AZL MVP Fusion Moderate Fund that have been included in the Fund’s statement of operations since April 26, 2013.

 

12


AZL MVP Fusion Moderate Fund

Notes to the Financial Statements

December 31, 2013

 

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 of December 31, 2013, the Fund had a controlling interest (in excess of 50%) in the AZL NFJ International Fund, AZL Pyramis Core Bond Fund, and the AZL Russell 1000 Growth Index Fund, which are affiliated with the Investment Adviser.

10. 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.

 

13


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 MVP Fusion Moderate Fund (formerly 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, 2013, 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, 2013, by correspondence with the brokers, 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, 2013, 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 25, 2014

 

14


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 15.03% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

 

15


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.

 

16


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

17


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

18


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

19


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

20


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL® Growth Index Strategy Fund

Annual Report

December 31, 2013

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 12

Other Federal Income Tax Information

Page 13

Other Information

Page 14

Approval of Investment Advisory Agreement

Page 15

Information about the Board of Trustees and Officers

Page 17

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


AZL® Growth Index Strategy Fund Review (unaudited)

 

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

What factors affected the Fund’s performance during the year ended December 31, 2013?

For the year ended December 31, 2013, the AZL® Growth Index Strategy Fund returned 21.07%1. That compared to a 23.08% total return for its benchmark, the Growth Composite Index, which is comprised of a 75% weighting in the S&P 500 Index2 and a 25% weighting in the Barclays U.S. Aggregate Bond Index3.

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 Index4, the S&P 600 Index5, and the MSCI EAFE Index6, 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 well during the 12-month period. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. Nevertheless, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, but U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. This performance came despite failed negotiations over the U.S. budget that ultimately resulted in a partial government shutdown in October. The Fed’s surprise announcement in December to begin a modest $10 billion reduction in its bond-buying program, starting in early 2014, caused stocks to rally on the view that the economy was on firmer footing, ultimately resulting in a 32.39% gain for the S&P 500 for the 12-month period.

During the period, developed international markets provided strong returns, with the MSCI EAFE posting gains of 22.78%, although they fell short of the gains made in U.S. markets. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits.

Bond yields rose dramatically during the period, leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. The Barclays U.S. Aggregate Bond Index declined 2.02%.

The Fund underperformed its growth composite benchmark in 2013 primarily due to its exposure to international equity and a slight underperformance from the underlying fixed income fund that lagged its stated benchmark during the period.*

 

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, 2013.
1  The recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Because of ongoing market volatility, Fund performance may be subject to substantial short-term changes.
2  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.
3  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.
4  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.
5  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.
6  The Morgan Stanley Capital International, Europe, Australasia and Far East (“MSCI EAFE”) Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

Investors cannot invest directly in an index.

 

 

1


AZL® Growth Index Strategy Fund Review (unaudited)

 

Fund Objective

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

Investment Concerns

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

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

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 $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, 2013

 

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

AZL® Growth Index Strategy Fund

     21.07 %1      11.12 %      14.64 % 

Growth Composite Index

     23.08 %      13.13 %      16.64 % 

S&P 500 Index

     32.39 %      16.18 %      20.58 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      3.26 %      4.26 % 

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 Ratio2

   Gross  

AZL® Growth Index Strategy Fund

     0.70 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. 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, 2015. Additional information pertaining to the December 31, 2013 expense ratios can be found in the financial highlights.

 

1  The recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Because of ongoing market volatility, Fund performance may be subject to substantial short-term changes.
2  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.

 

 

2


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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL Growth Index Strategy Fund

       $ 1,000.00          $ 1,125.00          $ 0.37            0.07 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL Growth Index Strategy Fund

       $ 1,000.00          $ 1,024.85          $ 0.36            0.07 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equities

      56.1 %

Fixed Income

      24.6  

International Equities

      19.2  
   

 

 

 

Total Investment Securities

      99.9  

Net other assets (liabilities)

      0.1  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL Growth Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2013

 

 

Shares            Fair Value  

 

Affiliated Investment Companies (99.9%):

  
  31,040,291       AZL Enhanced Bond Index Fund    $ 331,199,907   
  15,596,132       AZL International Index Fund      258,583,865   
  6,616,315       AZL Mid Cap Index Fund      148,403,937   
  41,418,623       AZL S&P 500 Index Fund, Class 2      533,471,868   
  4,752,082       AZL Small Cap Stock Index Fund      74,370,084   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $1,037,336,038)

     1,346,029,661   
     

 

 

 

 
 

Total Investment Securities
(Cost $1,037,336,038)(a) —99.9%

     1,346,029,661   

 

Net other assets (liabilities) — 0.1%

     1,805,924   
     

 

 

 

 

Net Assets — 100.0%

   $ 1,347,835,585   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2013.

 

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

 

See accompanying notes to the financial statements.

 

4


AZL Growth Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in affiliates, at cost

     $ 1,037,336,038  
    

 

 

 

Investments in affiliates, at value

     $ 1,346,029,661  

Receivable for capital shares issued

       1,930,997  

Receivable for affiliated investments sold

       449,516  
    

 

 

 

Total Assets

       1,348,410,174  
    

 

 

 

Liabilities:

    

Cash overdraft

       449,516  

Payable for capital shares redeemed

       18,728  

Manager fees payable

       55,886  

Administration fees payable

       4,505  

Custodian fees payable

       379  

Administrative and compliance services fees payable

       5,329  

Trustee fees payable

       40  

Other accrued liabilities

       40,206  
    

 

 

 

Total Liabilities

       574,589  
    

 

 

 

Net Assets

     $ 1,347,835,585  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 1,017,782,453  

Accumulated net investment income/(loss)

       16,767,102  

Accumulated net realized gains/(losses) from investment transactions

       4,592,407  

Net unrealized appreciation/(depreciation) on investments

       308,693,623  
    

 

 

 

Net Assets

     $ 1,347,835,585  
    

 

 

 

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

       75,480,329  

Net Asset Value (offering and redemption price per share)

     $ 17.86  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 14,583,103  

Interest

       688  

Foreign tax reclaims received

       1,400  
    

 

 

 

Total Investment Income

       14,585,191  
    

 

 

 

Expenses:

    

Manager fees

       573,224  

Administration fees

       61,772  

Custodian fees

       1,513  

Administrative and compliance services fees

       23,098  

Trustee fees

       59,203  

Professional fees

       49,785  

Shareholder reports

       37,925  

Other expenses

       24,592  
    

 

 

 

Total expenses

       831,112  
    

 

 

 

Net Investment Income/(Loss)

       13,754,079  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       2,927,157  

Net realized gains distributions from affiliated underlying funds

       6,161,741  

Change in net unrealized appreciation/depreciation on investments

       194,361,517  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       203,450,415  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 217,204,494  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL Growth Index Strategy Fund
      For the
Year Ended
December 31,
2013
   For the
Year Ended
December 31,
2012

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 13,754,079        $ 9,863,262  

Net realized gains/(losses) on investment transactions

       9,088,898          5,451,472  

Change in unrealized appreciation/depreciation on investments

       194,361,517          92,640,313  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       217,204,494          107,955,047  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       (14,002,980 )        (10,302,471 )

From net realized gains

       (2,637,482 )        (1,563,064 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (16,640,462 )        (11,865,535 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       214,946,967          149,736,475  

Proceeds from dividends reinvested

       16,640,462          11,865,535  

Value of shares redeemed

       (47,458,985 )        (59,054,406 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       184,128,444          102,547,604  
    

 

 

      

 

 

 

Change in net assets

       384,692,476          198,637,116  

Net Assets:

         

Beginning of period

       963,143,109          764,505,993  
    

 

 

      

 

 

 

End of period

     $ 1,347,835,585        $ 963,143,109  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 16,767,102        $ 14,002,937  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       12,978,538          10,519,797  

Dividends reinvested

       1,001,834          807,179  

Shares redeemed

       (2,894,753 )        (4,122,011 )
    

 

 

      

 

 

 

Change in shares

       11,085,619          7,204,965  
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL Growth Index Strategy Fund

Financial Highlights

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

 

      Year Ended
December 31,
2013
  Year Ended
December 31,
2012
  Year Ended
December 31,
2011
  Year Ended
December 31,
2010
  July 10, 2009
to
December 31,
2009 (a)

Net Asset Value, Beginning of Period

     $ 14.96       $ 13.37       $ 13.44       $ 11.85       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.16         0.13         0.07         0.07         — (b)

Net Realized and Unrealized Gains/(Losses) on Investments

       2.97         1.64         (0.07 )       1.52         1.85  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       3.13         1.77         —         1.59         1.85  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.20 )       (0.16 )       (0.07 )       — (b)       — (b)

Net Realized Gains

       (0.03 )       (0.02 )       — (b)       —         —  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.23 )       (0.18 )       (0.07 )       — (b)       — (b)
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 17.86       $ 14.96       $ 13.37       $ 13.44       $ 11.85  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       21.07 %       13.33 %       0.01 %       13.42 %       18.50 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 1,347,836       $ 963,143       $ 764,506       $ 384,050       $ 171,361  

Net Investment Income/(Loss)(e)

       1.20 %       1.10 %       1.16 %       0.82 %       —  

Expenses Before Reductions*(e)(f)

       0.07 %       0.08 %       0.08 %       0.08 %       0.20 %

Expenses Net of Reductions*(e)

       0.07 %       0.08 %       0.08 %       0.08 %       0.20 %

Portfolio Turnover Rate(g)

       3 %       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.

 

7


AZL Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Growth Index Strategy Fund (the “Fund”), and 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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 Trust.

3. Related Party Transactions

The Manager provides investment advisory and management services for the Fund. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 %

 

8


AZL Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, 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, 2013, 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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
  

Purchases

at Cost

   Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
12/31/13
   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 233,654,893        $ 122,112,005        $ (11,757,566 )     $ (613,740 )     $ (12,195,685 )     $ 331,199,907        $ 3,146,586  

AZL International Index Fund

       186,794,042          36,959,586          (3,786,654 )       232,879         38,384,012         258,583,865          4,404,451  

AZL Mid Cap Index Fund

       107,635,739          13,103,742          (5,019,753 )       475,435         32,208,774         148,403,937          837,009  

AZL S&P 500 Index Fund, Class 2

       380,420,597          47,534,347          (13,002,254 )       2,059,776         116,459,402         533,471,868          5,577,566  

AZL Small Cap Stock Index Fund

       54,551,412          3,655,307          (4,114,456 )       772,807         19,505,014         74,370,084          617,491  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
     $ 963,056,683        $ 223,364,987        $ (37,680,683 )     $ 2,927,157       $ 194,361,517       $ 1,346,029,661        $ 14,583,103  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $15,736 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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.

 

9


AZL Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 Eastern Time). The investments utilizing Level 1 valuations represent investments in open-end investment companies.

For the year ended December 31, 2013, 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, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 1,346,029,661          $ —          $ 1,346,029,661  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 1,346,029,661          $ —          $ 1,346,029,661  
      

 

 

        

 

 

        

 

 

 

5. Security Purchases and Sales

For the year ended December 31, 2013, 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

       $ 223,364,987          $ 37,680,683  

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. During the year ended December 31, 2013, the Fund did not directly invest in derivatives.

7. Federal 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 Fund 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, 2013 is $1,039,443,129. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 310,044,312  

Unrealized depreciation

    (3,457,780 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 306,586,532   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL Growth Index Strategy Fund

       $ 14,002,980          $ 2,637,482          $ 16,640,462  

 

(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, 2012 was 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.

 

10


AZL Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

       

Undistributed

Ordinary

Income

     Undistributed
Long-Term
Capital Gains
    

Accumulated

Capital and

Other Losses

    

Unrealized

Appreciation/

(Depreciation)(a)

    

Total

Accumulated

Earnings/

(Deficit)

AZL Growth Index Strategy Fund

       $ 16,767,102          $ 6,699,498          $ —          $ 306,586,532          $ 330,053,132  

 

(a) The difference 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.

 

11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL Growth Index Strategy Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2013, 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 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, 2013, 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, 2013, 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 five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

12


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 32.99% 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, 2013, the Fund declared net long-term capital gain distributions of $2,637,482.

 

13


Other Information (Unaudited)

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

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

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

 

14


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

15


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, 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.

 

16


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 eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

17


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
  

Term of

Office(2)/Length

of Time Served

   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

(5) 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.

 

18


 

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL® MVP Balanced Index Strategy Fund

Annual Report

December 31, 2013

 

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 18

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


AZL® 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 for the period ended December 31, 2013?

For the period ended December 31, 2013, the AZL® MVP Balanced Index Strategy Fund returned 12.56%. That compared to a 14.25% 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 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 12-month period. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. However, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, but U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. This performance came despite failed negotiations over the U.S. budget that ultimately resulted in a partial government shutdown in October. The Fed’s surprise announcement in December to begin a modest $10 billion reduction in its bond-buying program, starting in early 2014, caused stocks to rally on the view that the economy was on firmer footing. The S&P 500 Index gained 32.39% during the period.

During the period, developed international markets provided strong returns with the MSCI EAFE posting gains of 22.78%, although they fell short of the gains made in U.S. markets. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits.

Bond yields rose dramatically during the period, leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. The Barclays U.S. Aggregate Bond Index declined 2.02%.

The Fund underperformed its balanced composite benchmark in 2013 primarily due to its exposure to international equity and slight underperformance from the underlying fixed income fund that lagged its stated benchmark during this period.*

With the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
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


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 $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, 2013

 

     1
Year
    Since
Inception
(1/10/12)
 

AZL® MVP Balanced Index Strategy Fund

     12.56 %      10.65 % 

Balanced Composite Index

     14.25 %      11.60 % 

S&P 500 Index

     32.39 %      22.54 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      1.09 % 

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

     0.87 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to January 1, 2013 the Manager voluntarily reduced the management fee to 0.05%. 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, 2015. Additional information pertaining to the December 31, 2013 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 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


AZL MVP Balanced Index Strategy Fund

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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Balanced Index Strategy Fund

       $ 1,000.00          $ 1,082.10          $ 0.84            0.16 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Balanced Index Strategy Fund

       $ 1,000.00          $ 1,024.40          $ 0.82            0.16 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      47.2 %

Domestic Equities

      35.1  

International Equities

      12.7  

Money Market

      0.1  
   

 

 

 

Total Investment Securities

      95.1  

Net other assets (liabilities)

      4.9  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Companies (95.0%):

  

  6,885,763       AZL Enhanced Bond Index Fund    $ 73,471,092   
  1,189,136       AZL International Index Fund      19,715,869   
  520,706       AZL Mid Cap Index Fund      11,679,444   
  2,848,917       AZL S&P 500 Index Fund, Class 2      36,694,050   
  398,521       AZL Small Cap Stock Index Fund      6,236,854   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $135,503,328)

     147,797,309   
     

 

 

 

 

Unaffiliated Investment Company (0.1%):

  

  167,049       Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00%(a)      167,049   
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $167,049)

     167,049   
     

 

 

 

 

Total Investment Securities (Cost $135,670,377)(b) — 95.1%

     147,964,358   

 

Net other assets (liabilities) — 4.9%

     7,582,291   
     

 

 

 

 

Net Assets — 100.0%

   $ 155,546,649   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $7,754,125 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         31       $ 3,814,453       $ (68,309 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         42         3,866,310         136,609   
              

 

 

 

Total

               $ 68,300   
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Balanced Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 167,049  

Investments in affiliates, at cost

       135,503,328  
    

 

 

 

Total Investment securities, at cost

     $ 135,670,377  
    

 

 

 

Investments in non-affiliates, at value

     $ 167,049  

Investments in affiliates, at value

       147,797,309  
    

 

 

 

Total Investment securities, at value

       147,964,358  

Segregated cash for collateral

       7,754,125  

Receivable for variation margin on futures contracts

       13,423  
    

 

 

 

Total Assets

       155,731,906  
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       151,091  

Payable for capital shares redeemed

       5,977  

Payable for variation margin on futures contracts

       5,328  

Manager fees payable

       12,819  

Administration fees payable

       4,264  

Custodian fees payable

       912  

Administrative and compliance services fees payable

       593  

Trustee fees payable

       4  

Other accrued liabilities

       4,269  
    

 

 

 

Total Liabilities

       185,257  
    

 

 

 

Net Assets

     $ 155,546,649  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 140,258,165  

Accumulated net investment income/(loss)

       1,840,863  

Accumulated net realized gains/(losses) from investment transactions

       1,085,340  

Net unrealized appreciation/(depreciation) on investments

       12,362,281  
    

 

 

 

Net Assets

     $ 155,546,649  
    

 

 

 

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

       12,929,910  

Net Asset Value (offering and redemption price per share)

     $ 12.03  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 1,452,067  
    

 

 

 

Total Investment Income

       1,452,067  
    

 

 

 

Expenses:

    

Manager fees

       115,865  

Administration fees

       53,014  

Custodian fees

       2,489  

Administrative and compliance services fees

       2,241  

Trustee fees

       5,636  

Professional fees

       4,949  

Shareholder reports

       4,377  

Other expenses

       3,410  
    

 

 

 

Total expenses

       191,981  
    

 

 

 

Net Investment Income/(Loss)

       1,260,086  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       193,705  

Net realized gains distributions from affiliated underlying funds

       916,061  

Net realized gains/(losses) on futures contracts

       563,862  

Change in net unrealized appreciation/depreciation on investments

       10,528,247  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       12,201,875  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 13,461,961  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Balanced Index Strategy Fund
      For the
Year Ended
December 31,
2013
  

January 10, 2012
to

December 31,
2012 (a)

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 1,260,086        $ 504,990  

Net realized gains/(losses) on investment transactions

       1,673,628          584,183  

Change in unrealized appreciation/depreciation on investments

       10,528,247          1,834,034  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       13,461,961          2,923,207  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       —          (931,905 )

From net realized gains

       (28,076 )        (136,703 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (28,076 )        (1,068,608 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       73,823,727          72,117,346  

Proceeds from dividends reinvested

       28,076          1,068,608  

Value of shares redeemed

       (5,569,194 )        (1,210,398 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       68,282,609          71,975,556  
    

 

 

      

 

 

 

Change in net assets

       81,716,494          73,830,155  

Net Assets:

         

Beginning of period

       73,830,155          —  
    

 

 

      

 

 

 

End of period

     $ 155,546,649        $ 73,830,155  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 1,840,863        $ (1 )
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       6,510,623          6,921,554  

Dividends reinvested

       2,458          100,717  

Shares redeemed

       (491,436 )        (114,006 )
    

 

 

      

 

 

 

Change in shares

       6,021,645          6,908,265  
    

 

 

      

 

 

 

 

(a) Period from commencement of operations. During the period from January 10, 2012 to December 10, 2012, the Fund’s primary vehicle for gaining exposure to derivatives was 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.

 

See accompanying notes to the financial statements.

 

6


AZL MVP Balanced Index Strategy Fund

Financial Highlights

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

 

      Year Ended
December 31,
2013
 

January 10, 2012
to

December 31,
2012 (a)

Net Asset Value, Beginning of Period

     $ 10.69       $ 10.00  
    

 

 

     

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

       0.10         0.08  

Net Realized and Unrealized Gains/(Losses) on Investments

       1.24         0.77  
    

 

 

     

 

 

 

Total from Investment Activities

       1.34         0.85  
    

 

 

     

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

       —         (0.14 )

Net Realized Gains

       — (b)       (0.02 )
    

 

 

     

 

 

 

Total Dividends

       — (b)       (0.16 )
    

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.03       $ 10.69  
    

 

 

     

 

 

 

Total Return(c)

       12.56 %       8.50 %(d)

Ratios to Average Net Assets/Supplemental Data:

        

Net Assets, End of Period (000’s)

     $ 155,547       $ 73,830  

Net Investment Income/(Loss)(e)

       1.09 %       1.41 %

Expenses Before Reductions*(e)(f)

       0.17 %       0.39 %

Expenses Net of Reductions*(e)

       0.17 %       0.21 %

Portfolio Turnover Rate(g)

       4 %       11 %(d)

 

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

 

(a) Period from commencement of operations. During the period from January 10, 2012 to December 10, 2012, the Fund’s primary vehicle for gaining exposure to derivatives was 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.

 

(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


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Balanced Index Strategy Fund (the “Fund”), and 10 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 (“U.S. 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 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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, reclassification of certain market discounts, gain/loss, paydowns, and 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 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 year ended December 31, 2013, 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

 

8


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 $7.7 million as of December 31, 2013. The monthly average notional amount for these contracts was $5.8 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 136,609      Payable for variation margin on futures contracts   $ —   
Interest Rate       —          68,309   

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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      $ 620,795       $ 142,374   
Interest Rate           (56,933 )       (58,730 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 %

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, 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, 2013, there were no voluntary waivers.

 

9


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
   Purchases
at Cost
   Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
12/31/13
   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 34,643,508        $ 43,289,291        $ (1,925,250 )     $ (94,338 )     $ (2,442,119 )     $ 73,471,092        $ 660,908  

AZL International Index Fund

       9,384,122          8,145,306          (383,039 )       29,253         2,540,227         19,715,869          317,096  

AZL Mid Cap Index Fund

       5,578,242          4,316,689          (381,691 )       52,413         2,113,791         11,679,444          63,160  

AZL S&P 500 Index Fund, Class 2

       17,282,364          13,734,293          (1,301,287 )       183,223         6,795,457         36,694,050          361,996  

AZL Small Cap Stock Index Fund

       3,014,219          1,914,958          (152,723 )       23,154         1,437,246         6,236,854          48,907  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
     $ 69,902,455        $ 71,400,537        $ (4,143,990 )     $ 193,705       $ 10,444,602       $ 147,797,309        $ 1,452,067  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $1,502 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

The following is a summary of the valuation inputs used as of December 31, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total

Affiliated Investment Companies

       $ 147,797,309          $ —          $ 147,797,309  

Unaffiliated Investment Company

         167,049            —            167,049  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         147,964,358            —            147,964,358  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         68,300            —            68,300  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 148,032,658          $ —          $ 148,032,658  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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

       $ 71,400,537          $ 4,143,990  

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 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 Fund 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, 2013 is $135,787,679. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 14,870,764   

Unrealized depreciation

    (2,694,085 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 12,176,679   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL MVP Balanced Index Strategy Fund

       $ 11,244          $ 16,832          $ 28,076  

 

(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, 2012 was 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.

 

11


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

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

AZL MVP Balanced Index Strategy Fund

       $ 2,099,855          $ 1,011,950          $ —          $ 12,176,679          $ 15,288,484  

 

(a) The difference 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.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL MVP 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, 2013, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods in the two-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, 2013, by correspondence with the brokers, 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, 2013, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the periods in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 17.25% 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, 2013, the Fund declared net long-term capital gain distributions of $16,832.

During the year ended December 31, 2013, the Fund declared net short-term capital gain distributions of $11,244.

 

14


Other Information (Unaudited)

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

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

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

 

15


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

16


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 56

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   41   Luther College

Roger Gelfenbien, Age 70

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 58

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 65

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None

Peter W. McClean, Age 69

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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 69

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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None

Brian Muench, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

18


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years
Brian Muench, Age 43
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 68
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 47
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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive
Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

19


 

LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL® MVP Growth Index Strategy Fund

Annual Report

December 31, 2013

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 18

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


AZL® 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 for the period ended December 31, 2013?

For the period ended December 31, 2013, the AZL® MVP Growth Index Strategy Fund returned 20.85%1. That compared to a 23.08% total return for its benchmark, the Growth Composite Index, which is comprised of an 75% weighting in the S&P 500 Index2 and a 25% weighting in the Barclays U.S. Aggregate Bond Index3.

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 Index4, the S&P 600 Index5, and the MSCI EAFE Index6, 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 well during the 12-month period. Investors were encouraged by slow but improving economic data, strong corporate earnings, rising home prices, muted inflation, and lower unemployment. The U.S. Federal Reserve (the “Fed”) maintained its accommodative monetary policy by continuing its large-scale asset purchase plan throughout the year. However, there was heightened anticipation midway through the period that the program would be reduced. This short-term unrest with Fed policy caused both stock and bond prices to decline, although U.S. markets eventually recovered their momentum and performed strongly in the second half of the period. This performance came despite failed negotiations over the U.S. budget that ultimately resulted in a partial government shutdown in October. The Fed’s surprise announcement in December to begin a modest $10 billion reduction in its bond-buying program, starting in early 2014, caused stocks to rally on the view that the economy was on firmer footing. Ultimately resulting in a 32.39% gain for the S&P 500 for the 12-month period.

During the period, developed international markets provided strong returns with the MSCI EAFE posting gains of 22.78% although, they fell short of the gains made in U.S. markets. An aggressive monetary policy in Japan served to depreciate the Yen, helping restore the country’s exports and providing corporations with growing profits.

During the period, bond yields rose dramatically leading to a decline in bond prices, with the most interest-rate sensitive securities faring the worst. The Barclays U.S. Aggregate Bond Index declined 2.02%.

The Fund underperformed its growth composite benchmark in 2013 primarily due to its exposure to international equity and slight underperformance from the underlying fixed income fund that lagged its stated benchmark during this period.*

With the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
1  The recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Because of ongoing market volatility, Fund performance may be subject to substantial short-term changes.
2  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.
3  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.
4  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.
5  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.
6  The Morgan Stanley Capital International, Europe, Australasia and Far East (“MSCI EAFE”) Index is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

Investors cannot invest directly in an index.

 

 

1


AZL® 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 $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, 2013

 

     1
Year
    Since
Inception
(1/10/12)
 

AZL® MVP Growth Index Strategy Fund

     20.85 %1      16.02 % 

Growth Composite Index

     23.08 %      17.02 % 

S&P 500 Index

     32.39 %      22.54 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      1.09 % 

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 Ratio2

   Gross  

AZL® MVP Growth Index Strategy Fund

     0.78 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to January 1, 2013 the Manager voluntarily reduced the management fee to 0.05%. 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, 2015. Additional information pertaining to the December 31, 2013 expense ratios can be found in the financial highlights.

 

1  The recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Because of ongoing market volatility, Fund performance may be subject to substantial short-term changes.
2  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 0.14%.

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


AZL MVP Growth Index Strategy Fund

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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Growth Index Strategy Fund

       $ 1,000.00          $ 1,124.30          $ 0.70            0.13 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Growth Index Strategy Fund

       $ 1,000.00          $ 1,024.55          $ 0.66            0.13 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of net assets

Domestic Equities

      52.1 %

Fixed Income

      23.6  

International Equities

      19.0  

Money Market

      0.3  
   

 

 

 

Total Investment Securities

      95.0  

Net other assets (liabilities)

      5.0  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Growth Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  
  Affiliated Investment Companies (94.7%):   
  16,996,482      AZL Enhanced Bond Index Fund    $ 181,352,461  
  8,808,266      AZL International Index Fund      146,041,046  
  3,757,594      AZL Mid Cap Index Fund      84,282,835  
  21,300,336      AZL S&P 500 Index Fund, Class 2      274,348,332  
  2,684,642      AZL Small Cap Stock Index Fund      42,014,649  
     

 

 

 

 

Total Affiliated Investment Companies (Cost $641,442,922)

     728,039,323  
     

 

 

 
Shares            Fair Value  

 

Unaffiliated Investment Company (0.3%):

  

  2,336,297      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00%(a)    $ 2,336,297  
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $2,336,297)

     2,336,297  
     

 

 

 

 

Total Investment Securities (Cost $643,779,219)(b) — 95.0%

     730,375,620   

 

Net other assets (liabilities) — 5.0%

     38,230,609  
     

 

 

 

 

Net Assets — 100.0%

   $ 768,606,229  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $38,061,995 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         77       $ 9,474,609      $ (170,319 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         310         28,537,050        1,016,327  
              

 

 

 

Total

               $ 846,008  
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Growth Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 2,336,297  

Investments in affiliates, at cost

       641,442,922  
    

 

 

 

Total Investment securities, at cost

     $ 643,779,219  
    

 

 

 

Investments in non-affiliates, at value

     $ 2,336,297  

Investments in affiliates, at value

       728,039,323  
    

 

 

 

Total Investment securities, at value

       730,375,620  

Segregated cash for collateral

       38,061,995  

Receivable for capital shares issued

       2,333,357  

Receivable for variation margin on futures contracts

       98,996  
    

 

 

 

Total Assets

       770,869,968  
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       2,162,472  

Payable for variation margin on futures contracts

       13,062  

Manager fees payable

       62,185  

Administration fees payable

       4,376  

Custodian fees payable

       916  

Administrative and compliance services fees payable

       2,817  

Trustee fees payable

       21  

Other accrued liabilities

       17,890  
    

 

 

 

Total Liabilities

       2,263,739  
    

 

 

 

Net Assets

     $ 768,606,229  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 668,542,494  

Accumulated net investment income/(loss)

       7,493,758  

Accumulated net realized gains/(losses) from investment transactions

       5,127,568  

Net unrealized appreciation/(depreciation) on investments

       87,442,409  
    

 

 

 

Net Assets

     $ 768,606,229  
    

 

 

 

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

       58,106,857  

Net Asset Value (offering and redemption price per share)

     $ 13.23  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 6,704,751  
    

 

 

 

Total Investment Income

       6,704,751  
    

 

 

 

Expenses:

    

Manager fees

       485,628  

Administration fees

       56,077  

Custodian fees

       2,684  

Administrative and compliance services fees

       9,906  

Trustee fees

       24,465  

Professional fees

       22,463  

Shareholder reports

       16,710  

Other expenses

       9,421  
    

 

 

 

Total expenses

       627,354  
    

 

 

 

Net Investment Income/(Loss)

       6,077,397  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       (2,736 )

Net realized gains distributions from affiliated underlying funds

       2,919,729  

Net realized gains/(losses) on futures contracts

       3,688,677  

Change in net unrealized appreciation/depreciation on investments

       77,847,321  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       84,452,991  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 90,530,388  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Growth Index Strategy Fund
      For the
Year Ended
December 31,
2013
   January 10, 2012
to December 31,
2012 (a)

Change in Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 6,077,397        $ 1,987,250  

Net realized gains/(losses) on investment transactions

       6,605,670          1,489,025  

Change in unrealized appreciation/depreciation on investments

       77,847,321          9,595,088  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       90,530,388          13,071,363  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       —          (2,846,691 )

From net realized gains

       (132,776 )        (558,548 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (132,776 )        (3,405,239 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       418,445,579          256,737,757  

Proceeds from dividends reinvested

       132,776          3,405,239  

Value of shares redeemed

       (1,512,753 )        (8,666,105 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       417,065,602          251,476,891  
    

 

 

      

 

 

 

Change in net assets

       507,463,214          261,143,015  

Net Assets:

         

Beginning of period

       261,143,015          —  
    

 

 

      

 

 

 

End of period

     $ 768,606,229        $ 261,143,015  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 7,493,758        $ —  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       34,374,348          24,349,391  

Dividends reinvested

       10,786          314,427  

Shares redeemed

       (125,252 )        (816,843 )
    

 

 

      

 

 

 

Change in shares

       34,259,882          23,846,975  
    

 

 

      

 

 

 

 

(a) Period from commencement of operations. 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.

 

See accompanying notes to the financial statements.

 

6


AZL MVP Growth Index Strategy Fund

Financial Highlights

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

 

      Year Ended
December 31,
2013
  January 10, 2012
to
December 31,
2012 (a)

Net Asset Value, Beginning of Period

     $ 10.95       $ 10.00  
    

 

 

     

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

       0.10         0.09  

Net Realized and Unrealized Gains/(Losses) on Investments

       2.18         1.01  
    

 

 

     

 

 

 

Total from Investment Activities

       2.28         1.10  
    

 

 

     

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

       —         (0.12 )

Net Realized Gains

       — (b)       (0.03 )
    

 

 

     

 

 

 

Total Dividends

       — (b)       (0.15 )
    

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 13.23       $ 10.95  
    

 

 

     

 

 

 

Total Return(c)

       20.85 %       10.98 %(d)

Ratios to Average Net Assets/Supplemental Data:

        

Net Assets, End of Period (000’s)

     $ 768,606       $ 261,143  

Net Investment Income/(Loss)(e)

       1.25 %       1.47 %

Expenses Before Reductions*(e)(f)

       0.13 %       0.22 %

Expenses Net of Reductions*(e)

       0.13 %       0.15 %

Portfolio Turnover Rate(g)

       — (h)       11 %(d)

 

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

 

(a) Period from commencement of operations. 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.

 

(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.

 

(h) Represents less than 0.5%.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Growth Index Strategy Fund (the “Fund”), and 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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, reclassification of certain market discounts, gain/loss, paydowns, and 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 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 year ended December 31, 2013, 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

 

8


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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 $38.0 million as of December 31, 2013. The monthly average notional amount for these contracts was $24.9 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 1,016,327      Payable for variation margin on futures contracts   $ —   
Interest Rate       —          170,319   

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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      $ 3,781,163       $ 1,048,185   
Interest Rate           (92,486 )       (152,302 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 %

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, 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, 2013, there were no voluntary waivers.

 

9


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
   Purchases
at Cost
   Proceeds from
Sales
  Net
Realized
Gain(Loss)
  Change in
Unrealized
Appreciation/
Depreciation
 

Fair Value

12/31/13

   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 60,986,326        $ 125,766,972        $ (108,541 )     $ (7,507.00 )     $ (5,284,789 )     $ 181,352,461        $ 1,471,131  

AZL International Index Fund

       50,226,376          79,170,543          —         —         16,644,127         146,041,046          2,105,208  

AZL Mid Cap Index Fund

       28,808,715          42,406,922          (16,979 )       1,764         13,082,413         84,282,835          404,163  

AZL S&P 500 Index Fund, Class 2

       92,580,902          137,638,557          (31,749 )       3,007         44,157,615         274,348,332          2,429,458  

AZL Small Cap Stock Index Fund

       14,593,473          19,069,103          —         —         8,352,073         42,014,649          294,791  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 
     $ 247,195,792        $ 404,052,097        $ (157,269 )     $ (2,736 )     $ 76,951,439       $ 728,039,323        $ 6,704,751  
    

 

 

      

 

 

      

 

 

     

 

 

     

 

 

     

 

 

      

 

 

 

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, 2013, $6,106 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

The following is a summary of the valuation inputs used as of December 31, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 728,039,323          $ —          $ 728,039,323  

Unaffiliated Investment Company

         2,336,297            —            2,336,297  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 730,375,620          $ —          $ 730,375,620  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         846,008            —            846,008  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 731,221,628          $ —          $ 731,221,628  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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

       $ 404,052,097          $ 157,269  

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 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 Fund 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, 2013 is $643,898,306. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

    $ 91,999,061  

Unrealized depreciation

      (5,521,747 )
   

 

 

 

Net unrealized appreciation/(depreciation)

    $ 86,477,314  
   

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL MVP Growth Index Strategy Fund

       $ 53,288          $ 79,488          $ 132,776  

 

(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, 2012 was 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.

 

11


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2013

 

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

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

AZL MVP Growth Index Strategy Fund

       $ 9,327,558          $ 4,258,863          $ —          $ 86,477,314          $ 100,063,735  

 

(a) The difference 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.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL MVP 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, 2013, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods in the two-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, 2013, by correspondence with the brokers, 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, 2013, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the periods in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 30.91% 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, 2013, the Fund declared net long-term capital gain distributions of $79,488.

During the year ended December 31, 2013, the Fund declared net short-term capital gain distributions of $53,288.

 

14


Other Information (Unaudited)

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

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

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

 

15


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

16


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 56

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   41   Luther College

Roger Gelfenbien, Age 70

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 58

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 65

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None

Peter W. McClean, Age 69

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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 69

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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None

Brian Muench, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

18


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL® MVP BlackRock Global Allocation Fund

Annual Report

December 31, 2013

LOGO


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 22

Consolidated Statement of Operations

Page 22

Consolidated Statements of Changes in Net Assets

Page 23

Consolidated Financial Highlights

Page 24

Notes to the Consolidated Financial Statements

Page 25

Report of Independent Registered Public Accounting Firm

Page 36

Other Federal Income Tax Information

Page 37

Other Information

Page 38

Approval of Investment Advisory Agreement

Page 39

Information about the Board of Trustees and Officers

Page 41

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


AZL® 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 for the period ended December 31, 2013?

For the period ended December 31, 2013, the AZL® MVP BlackRock Global Allocation Fund returned 14.08%. That compared to a 13.42% 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 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.*

In general, equity markets strongly outperformed fixed income markets for the 12-month period. Investors maintained their appetite for riskier assets as the global economy continued on a slow path to recovery, driven mostly by the recovering U.S. economy. Meanwhile, news in May that the U.S. Federal Reserve might reduce its efforts toward quantitative easing created concern surrounding global liquidity, which negatively affected many fixed income markets around the world. Market volatility increased due in part to escalations in the Egyptian revolution and the civil war in Syria midway through the period. Concerns that the United States would enter a technical default as it neared its debt limit late in the third quarter also added to volatility in global markets. However a budget resolution that allowed the U.S. federal government to reopen and meet its debt obligations helped spur equities to strong gains late in the period.

The Fund outperformed its balanced composite benchmark for the period under review primarily due to a combination of stock selection, country, sector, and currency allocation and an overall underweight allocation to fixed income. From a country perspective, stock selection in Japan, Hong Kong, and Europe helped boost the Fund’s relative performance, as did an overweight position in Japan. From a sector perspective, stock selection in the information technology, industrials and consumer discretionary sectors all contributed positively to returns. Stock selection and an overweight position to the health care sector as well as stock selection and an underweight position in consumer staples also benefited the Fund’s relative performance. Within the Fund’s fixed income allocation, an overweight position in convertible bonds and U.S. corporate bonds

boosted the Fund’s returns. Moreover, from a currency perspective, underweight positions to the Japanese Yen and the Australian dollar boosted performance as those two currencies struggled during the period.*

The Fund’s relative performance was hurt by stock selection and an underweight position in U.S. equities. In particular, stock selection and an overweight position in the materials sector dragged on relative returns. The sector was notably weighed down by poor performance among gold-related securities. Within fixed income, an overweight position in Brazilian sovereign bonds weighed on returns as that country was negatively impacted by the global liquidity concerns brought about by news that the Fed may reduce its quantitative easing efforts. The Fund’s overweight position in cash, used to balance portfolio volatility and to fund new opportunities, also weighed on returns.*

With the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
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 U.S. 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


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 primarily in shares of another mutual fund managed by the manager; the AZL® BlackRock Global Allocation Fund, combined with the MVP risk management process.

Investment Concerns

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

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

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

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

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

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 $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, 2013

 

     1
Year
    Since
Inception
(1/10/12)
 

AZL® MVP BlackRock Global Allocation Fund

     14.08 %      10.47 % 

Balanced Composite Index

     13.42 %      11.58 % 

S&P 500 Index

     32.39 %      22.54 % 

FTSE All-World ex U.S. Index

     15.63 %      15.83 % 

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

     -2.42 %      -0.08 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      1.09 % 

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

     -4.56 %      -1.15 % 

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

     1.27 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to January 1, 2013 the Manager voluntarily reduced the management fee to 0.05%. 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, 2015. Additional information pertaining to the December 31, 2013 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 other investment companies. 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 0.14%.

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

 


AZL MVP BlackRock Global Allocation Fund

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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 -  12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 -  12/31/13

AZL MVP BlackRock Global Allocation Fund

       $ 1,000.00          $ 1,096.10          $ 6.29            1.19 %

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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 -  12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 -  12/31/13

AZL MVP BlackRock Global Allocation Fund

       $ 1,000.00          $ 1,019.21          $ 6.06            1.19 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of net assets

Common Stock

      60.8 %

U.S. Treasury Obligation

      17.0  

Foreign Bond

      6.6  

Yankee Dollar

      2.0  

Corporate Bond

      2.0  

Convertible Bond

      1.8  

Securities Held as Collateral for Securities on Loan

      1.4  

Preferred Stock

      1.3  

Exchange Traded Fund

      1.1  

Other Investments

      2.5  
   

 

 

 

Total Investment Securities

      96.5  

Net other assets (liabilities)

      3.5  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 
Investments   Percent of net assets

United States

      57.4 %

Japan

      8.4  

United Kingdom

      5.5  

France

      3.4  

Germany

      3.3  

Switzerland

      2.0  

Canada

      1.7  

Australia

      1.7  

Brazil

      1.4  

All other countries

      11.7  
   

 

 

 

Total Investment Securities

      96.5  

Net other assets (liabilities)

      3.5  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 
 

 

3


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks (60.8%):

  

 

Aerospace & Defense (1.8%):

  

  34,170       European Aeronautic Defence & Space Co. NV(a)    $ 2,633,546  
  609       General Dynamics Corp.(a)      58,190  
  542       L-3 Communications Holdings, Inc.(a)      57,918  
  1,260       Northrop Grumman Corp.(a)      144,409  
  4,928       Precision Castparts Corp.(a)      1,327,110  
  963       Raytheon Co.(a)      87,344  
  57,781       Safran SA(a)      4,017,853  
  10,696       Textron, Inc.(a)      393,185  
  29,654       United Technologies Corp.(a)      3,374,624  
     

 

 

 
        12,094,179  
     

 

 

 

 

Air Freight & Logistics (0.3%):

  

  6,160       FedEx Corp.(a)      885,623  
  9,699       United Parcel Service, Inc., Class B(a)      1,019,171  
     

 

 

 
        1,904,794  
     

 

 

 

 

Airlines (0.5%):

  

  19,900       Japan Airlines Co., Ltd.(a)      982,001  
  58,454       United Continental Holdings, Inc.*(a)      2,211,315  
     

 

 

 
        3,193,316  
     

 

 

 

 

Auto Components (1.2%):

  

  18,700       Aisin Sieki Co., Ltd.(a)      761,102  
  10,270       BorgWarner, Inc.(a)      574,196  
  34,800       Bridgestone Corp.(a)      1,319,533  
  121,683       Cheng Shin Rubber Industry Co., Ltd.(a)      318,735  
  3,209       Compagnie Generale des Establissements Michelin SCA, Class B(a)      342,420  
  8,895       Delphi Automotive plc(a)      534,856  
  24,500       DENSO Corp.(a)      1,295,634  
  11,600       Futaba Industrial Co., Ltd.*(a)      44,697  
  688       Hyundai Wia Corp.*(a)      124,054  
  16,097       Johnson Controls, Inc.(a)      825,775  
  900       Lear Corp.(a)      72,873  
  29,100       Toyota Industries Corp.(a)      1,315,493  
  7,740       TRW Automotive Holdings Corp.*(a)      575,779  
     

 

 

 
        8,105,147  
     

 

 

 

 

Automobiles (2.1%):

  

  8,066       Bayerische Motoren Werke AG (BMW)(a)      945,855  
  8,900       Daihatsu Motor Co., Ltd.(a)      151,001  
  90,000       Dongfeng Motor Corp., H Shares(a)      141,905  
  111,120       Ford Motor Co.(a)      1,714,582  
  114,100       Fuji Heavy Industries, Ltd.(a)      3,278,247  
  56,768       General Motors Co.(a)      2,320,108  
  39,000       Honda Motor Co., Ltd.(a)      1,608,775  
  3,196       Hyundai Motor Co.*(a)      724,176  
  4,166       Renault SA(a)      336,326  
  70,800       Suzuki Motor Corp.(a)      1,907,392  
  17,100       Toyota Motor Corp.(a)      1,040,775  
  142,770       Yulon Motor Co., Ltd.(a)      258,902  
     

 

 

 
        14,428,044  
     

 

 

 

 

Beverages (1.1%):

  

  10,294       Anheuser-Busch InBev NV(a)      1,097,501  
    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Beverages, continued

  

  2,726       Beam, Inc.(a)    $ 185,532  
  76,032       Coca-Cola Co. (The)(a)      3,140,881  
  1,607       Constellation Brands, Inc., Class A*(a)      113,101  
  7,223       Diageo plc, ADR(a)      956,470  
  5,518       Diageo plc(a)      182,240  
  2,962       Fomento Economico Mexicano SAB de C.V., ADR(a)      289,891  
  15,074       SABMiller plc(a)      776,173  
  16,000       Suntory Beverage & Food, Ltd.(a)      510,224  
     

 

 

 
        7,252,013  
     

 

 

 

 

Biotechnology (0.9%):

  

  8,929       Amgen, Inc.(a)      1,019,335  
  3,668       Biogen Idec, Inc.*(a)      1,026,123  
  8,376       Celgene Corp.*(a)      1,415,209  
  6,542       Cubist Pharmaceuticals, Inc.*(a)      450,548  
  20,400       Gilead Sciences, Inc.*(a)      1,533,059  
  53,533       Mesoblast, Ltd.*(a)      279,737  
  6,093       Vertex Pharmaceuticals, Inc.*(a)      452,710  
     

 

 

 
        6,176,721  
     

 

 

 

 

Building Products (0.4%):

  

  30,992       Compagnie de Saint-Gobain SA(a)      1,712,847  
  10,100       Daikin Industries, Ltd.(a)      630,395  
  1,299,223       Yuanda China Holdings, Ltd.(a)      114,261  
     

 

 

 
        2,457,503  
     

 

 

 

 

Capital Markets (0.9%):

  

  651       Ameriprise Financial, Inc.(a)      74,898  
  19,999       Bank of New York Mellon Corp. (The)(a)      698,765  
  14,995       Credit Suisse Group AG, Registered Shares(a)      460,503  
  28,336       Deutsche Bank AG, Registered Shares(a)      1,351,908  
  7,018       Goldman Sachs Group, Inc. (The)(a)      1,244,010  
  15,698       Morgan Stanley(a)      492,289  
  11,822       State Street Corp.(a)      867,617  
  49,610       UBS AG, Registered Shares(a)      945,352  
     

 

 

 
        6,135,342  
     

 

 

 

 

Chemicals (2.0%):

  

  10,469       Agrium, Inc.(a)      957,704  
  13,242       Akzo Nobel NV(a)      1,027,343  
  7,097       Arkema, Inc.(a)      831,189  
  68,000       Asahi Kasei Corp.(a)      533,075  
  345       CF Industries Holdings, Inc.(a)      80,399  
  3,232       Cheil Industries, Inc.*(a)      271,495  
  217,460       China BlueChemical, Ltd., H shares(a)      136,466  
  1,463       Eastman Chemical Co.(a)      118,064  
  15,267       FMC Corp.(a)      1,152,048  
  34,500       Hitachi Chemical Co., Ltd.(a)      550,765  
  37,700       JSR Corp.(a)      731,151  
  12,098       Koninklijke DSM NV(a)      953,410  
  59,200       Kuraray Co., Ltd.(a)      706,427  
  4,986       Lanxess AG(a)      333,078  
  4,167       Linde AG(a)      872,656  
  16,000       Nitto Denko Corp.(a)      677,477  
 

 

Continued

 

4


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Chemicals, continued

  

  863       PPG Industries, Inc.(a)    $ 163,677  
  50,200       PTT Global Chemical pcl(a)      120,721  
  21,100       Shin-Etsu Chemical Co., Ltd.(a)      1,234,020  
  1,247       Sigma Aldrich Corp.(a)      117,230  
  4,803       Syngenta AG, Registered Shares(a)      1,915,189  
  149,000       Ube Industries, Ltd.(a)      319,041  
     

 

 

 
        13,802,625  
     

 

 

 

 

Commercial Banks (3.6%):

  
  71,171       Banco Bilbao Vizcaya Argentaria SA(a)      881,767  
  47,812       Banco Santander Brasil SA, ADR^(a)      291,653  
  16,773       Banco Santander Chile SA, ADR(a)      395,340  
  8,683       Bank of Nova Scotia(a)      543,086  
  27,294       BB&T Corp.(a)      1,018,612  
  34,944       BNP Paribas SA(a)      2,735,995  
  8,902       Commonwealth Bank of Australia(a)      620,128  
  13,163       Hana Financial Holdings(a)      548,235  
  227,781       HSBC Holdings plc(a)      2,497,918  
  381,830       Intesa Sanpaolo SpA(a)      947,805  
  4,546       KB Financial Group, Inc.*(a)      183,031  
  1,028,730       Lloyds Banking Group plc(a)      1,344,431  
  99,800       Mitsubishi UFJ Financial Group, Inc.(a)      660,009  
  20,984       National Australia Bank, Ltd.(a)      654,928  
  61,000       Oversea-Chinese Banking Corp., Ltd.(a)      493,943  
  203,107       Sberbank of Russia(a)      629,037  
  16,373       Societe Generale(a)      956,067  
  38,200       Sumitomo Mitsui Financial Group, Inc.(a)      1,973,081  
  19,913       Svenska Handelsbanken AB, A Shares(a)      983,945  
  24,346       U.S. Bancorp(a)      983,578  
  121,114       UniCredit SpA(a)      901,780  
  85,304       Wells Fargo & Co.(a)      3,872,801   
  9,566       Westpac Banking Corp.(a)      277,744  
     

 

 

 
        24,394,914   
     

 

 

 

 

Communications Equipment (0.9%):

  
  104,117       Cisco Systems, Inc.(a)      2,337,426  
  2,284       El Towers SpA(a)      105,347  
  1,618       Harris Corp.(a)      112,953  
  1,657       Motorola Solutions, Inc.(a)      111,848  
  43,135       QUALCOMM, Inc.(a)      3,202,773  
     

 

 

 
        5,870,347  
     

 

 

 

 

Computers & Peripherals (0.6%):

  
  153       Apple, Inc.(a)      85,850  
  154,614       EMC Corp.(a)      3,888,542  
  1,048       Western Digital Corp.(a)      87,927  
     

 

 

 
        4,062,319  
     

 

 

 

 

Construction & Engineering (0.3%):

  
  33,000       JGC Corp.(a)      1,296,397  
  5,063       KBR, Inc.(a)      161,459  
  66,000       Okumura Corp.(a)      305,868  
  85,000       Toda Corp.(a)      295,845  
     

 

 

 
        2,059,569  
     

 

 

 
    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Construction Materials (0.0%):

  
  4,361       HeidelbergCement AG(a)    $ 330,936  
     

 

 

 

 

Consumer Finance (0.6%):

  
  19,522       American Express Co.(a)      1,771,230  
  14,375       Capital One Financial Corp.(a)      1,101,269  
  21,509       Discover Financial Services(a)      1,203,429  
     

 

 

 
        4,075,928  
     

 

 

 

 

Containers & Packaging (0.3%):

  

  7,138       Avery Dennison Corp.(a)      358,256  
  14,061       Crown Holdings, Inc.*(a)      626,699  
  22,906       Sealed Air Corp.(a)      779,949  
     

 

 

 
        1,764,904  
     

 

 

 

 

Diversified Consumer Services (0.1%):

  
  8,600       Benesse Holdings, Inc.(a)      345,507  
     

 

 

 

 

Diversified Financial Services (2.0%):

  
  166,417       Bank of America Corp.(a)      2,591,113  
  10,502       Berkshire Hathaway, Inc., Class B(a)      1,245,117  
  61,788       Citigroup, Inc.(a)      3,219,773  
  8,207       Deutsche Boerse AG(a)      681,447  
  500,000       General Electric Capital Corp., Series B(a)      516,250  
  97,680       ING Groep NV*(a)      1,365,816  
  72,606       JPMorgan Chase & Co.(a)      4,245,999  
     

 

 

 
        13,865,515  
     

 

 

 

 

Diversified Metals & Mining (0.0%):

  
  152,000       Jiangxi Copper Co., Ltd.(a)      276,227  
     

 

 

 

 

Diversified Telecommunication Services (1.3%):

  
  156,369       BT Group plc(a)      984,415  
  79,969       Deutsche Telekom AG, Registered Shares(a)      1,367,618  
  129,289       Koninklijke (Royal) KPN NV*(a)      418,205  
  10,250       KT Corp., ADR*(a)      152,418  
  8,400       Nippon Telegraph & Telephone Corp.(a)      452,227  
  287,000       Singapore Telecommunications, Ltd.(a)      834,427  
  890       Swisscom AG, Registered Shares(a)      470,772  
  39,362       TDC A/S(a)      381,925  
  32,883       Telecom Italia SpA(a)      25,821  
  514,652       Telecom Italia SpA(a)      512,094  
  43,010       Telefonica Deutschland Holding AG(a)      355,569  
  32,435       Telefonica SA(a)      529,447  
  9,883       Telefonica SA, ADR(a)      161,488  
  196,600       Telekom Malaysia Berhad(a)      333,300  
  41,220       Verizon Communications, Inc.(a)      2,025,551  
     

 

 

 
        9,005,277  
     

 

 

 

 

Electric Utilities (0.7%):

  
  16,009       American Electric Power Co., Inc.(a)      748,261  
  16,800       Chubu Electric Power Co., Inc.(a)      217,191  
  10,502       Duke Energy Corp.(a)      724,743  
  19,811       NextEra Energy, Inc.(a)      1,696,218  
  28,223       PPL Corp.(a)      849,230  
  36,591       SSE plc(a)      831,980  
     

 

 

 
        5,067,623  
     

 

 

 
 

 

Continued

 

5


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Electrical Equipment (0.6%):

  
  16,424       Eaton Corp. plc(a)    $ 1,250,195  
  57,000       Mitsubishi Electric Corp.(a)      716,983  
  14,933       Rockwell Automation, Inc.(a)      1,764,483  
  39,900       Sumitomo Electric Industries, Ltd.(a)      666,902  
     

 

 

 
        4,398,563  
     

 

 

 

 

Electronic Equipment, Instruments & Components (0.6%):

  

  2,646       Avnet, Inc.(a)      116,715  
  174,000       Hitachi, Ltd.(a)      1,319,476  
  35,400       HOYA Corp.(a)      985,439  
  300       Keyence Corp.(a)      128,500  
  7,400       Kyocera Corp.(a)      370,216  
  8,600       Murata Manufacturing Co., Ltd.(a)      764,651  
  3,200       Omron Corp.(a)      141,659  
  6,121       Rexel SA(a)      161,210  
  1,200       TE Connectivity, Ltd.(a)      66,132  
     

 

 

 
        4,053,998  
     

 

 

 

 

Energy Equipment & Services (0.8%):

  

  572       Diamond Offshore Drilling, Inc.(a)      32,558  
  17,496       Dresser-Rand Group, Inc.*(a)      1,043,286  
  722       Helmerich & Payne, Inc.(a)      60,706  
  16,399       National-Oilwell Varco, Inc.(a)      1,304,213  
  22,669       Schlumberger, Ltd.(a)      2,042,704  
  13,201       Technip-Coflexip SA(a)      1,271,412  
     

 

 

 
        5,754,879  
     

 

 

 

 

Food & Staples Retailing (0.4%):

  

  5,388       Casino Guichard-Perrachon SA(a)      622,760  
  6,342       CVS Caremark Corp.(a)      453,897  
  2,196       Fresh Market, Inc. (The)*(a)      88,938  
  1,680       Kroger Co. (The)(a)      66,410  
  70,049       Tesco plc(a)      387,892  
  16,478       Wal-Mart Stores, Inc.(a)      1,296,654  
     

 

 

 
        2,916,551  
     

 

 

 

 

Food Products (1.4%):

  

  48,000       Ajinomoto Co., Inc.(a)      695,679  
  37,560       Cosan, Ltd., A Shares(a)      515,323  
  5,187       Danone SA(a)      374,164  
  9,257       General Mills, Inc.(a)      462,017  
  22,100       Hillshire Brands Co.(a)      739,024  
  7,903       Mead Johnson Nutrition Co.(a)      661,955  
  45,138       Nestle SA, Registered Shares(a)      3,314,417  
  23,924       SLC Agricola SA(a)      206,875  
  3,945       Unilever NV, NYS(a)      158,707  
  39,032       Unilever NV(a)      1,575,805  
  4,361       Unilever plc, ADR^(a)      179,673  
  14,761       Unilever plc(a)      605,384  
  31,356      

Unilever plc*(a)#

     —  
     

 

 

 
        9,489,023  
     

 

 

 

 

Gas Utilities (0.2%):

  

  287,000       Tokyo Gas Co., Ltd.(a)      1,414,468  
     

 

 

 
    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Health Care Equipment & Supplies (0.7%):

  

  18,905       Baxter International, Inc.(a)    $ 1,314,843  
  784       Becton, Dickinson & Co.(a)      86,624  
  20,533       Boston Scientific Corp.*(a)      246,807  
  19,427       Covidien plc(a)      1,322,979  
  6,740       Getinge AB, B Shares(a)      231,251  
  576       Intuitive Surgical, Inc.*(a)      221,230  
  14,719       Medtronic, Inc.(a)      844,723  
  11,572       Mindray Medical International, Ltd., ADR^(a)      420,758  
  1,066       Stryker Corp.(a)      80,099  
     

 

 

 
        4,769,314  
     

 

 

 

 

Health Care Providers & Services (3.0%):

  

  21,442       Aetna, Inc.(a)      1,470,707  
  27,588       Al Noor Hospitals Group plc*(a)      410,947  
  1,594       AmerisourceBergen Corp.(a)      112,074  
  143,800       Bangkok Dusit Medical Services pcl, Class F(a)      515,809  
  75,500       Bumrungrad Hospital Public Co., Ltd.(a)      202,129  
  32,545       Cardinal Health, Inc.(a)      2,174,331  
  9,415       DaVita, Inc.*(a)      596,629  
  12,076       Envision Healthcare Holdings, Inc.*(a)      428,940  
  20,756       Express Scripts Holding Co.*(a)      1,457,901  
  6,307       Fresenius SE & Co. KGaA(a)      968,441  
  27,877       HCA Holdings, Inc.*(a)      1,330,012  
  12,338       HealthSouth Corp.(a)      411,102  
  12,979       Humana, Inc.(a)      1,339,692  
  869,100       IHH Healthcare Berhad*(a)      1,025,413  
  90,857       Life Healthcare Group Holdings Pte, Ltd.(a)      364,026  
  8,765       McKesson, Inc.(a)      1,414,671  
  51,975       NMC Health plc(a)      377,272  
  282,799       PT Siloam International Hospital Tbk*(a)      221,110  
  88,000       Raffles Medical Group, Ltd.(a)      217,126  
  7,800       Ship Healthcare Holdings, Inc.(a)      302,964  
  126,797       Sinopharm Group Co., H Shares(a)      366,567  
  10,926       Tenet Healthcare Corp.*(a)      460,203  
  30,147       UnitedHealth Group, Inc.(a)      2,270,070  
  19,785       Universal Health Services, Inc., Class B(a)      1,607,729  
  1,195       WellPoint, Inc.(a)      110,406  
     

 

 

 
        20,156,271  
     

 

 

 

 

Hotels, Restaurants & Leisure (0.4%):

  

  8,140       Extended Stay America, Inc.*(a)      213,756  
  31,200       Hilton Worldwide Holdings, Inc.*(a)      694,200  
  7,956       International Game Technology(a)      144,481  
  16,152       McDonald’s Corp.(a)      1,567,229  
  1,631       Wyndham Worldwide Corp.(a)      120,188  
     

 

 

 
        2,739,854  
     

 

 

 

 

Household Durables (0.4%):

  

  123,316       Barratt Developments plc(a)      713,212  
  47,253       Cyrela Brazil Realty SA Empreendimentos e Participacoes(a)      288,927  
  5,745       Electrolux AB, Series B(a)      151,290  
  80,917       MRV Engenharia e Participacoes SA(a)      289,361  
 

 

Continued

 

6


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Household Durables, continued

  

  4,700       Rinnai Corp.(a)    $ 366,375  
  371,633       Taylor Wimpey plc(a)      688,870  
     

 

 

 
        2,498,035  
     

 

 

 

 

Household Products (0.8%):

  

  4,891       Church & Dwight Co., Inc.(a)      324,175  
  12,859       Colgate-Palmolive Co.(a)      838,535  
  645       Energizer Holdings, Inc.(a)      69,815  
  7,367       Kimberly-Clark Corp.(a)      769,557  
  44,156       Procter & Gamble Co. (The)(a)      3,594,740   
     

 

 

 
        5,596,822   
     

 

 

 

 

Independent Power Producers & Energy Traders (0.3%):

  

  82,179       AES Corp. (The)(a)      1,192,417   
  38,510       Calpine Corp.*(a)      751,330   
     

 

 

 
        1,943,747   
     

 

 

 

 

Industrial Conglomerates (1.9%):

  

  8,192       3M Co.(a)      1,148,928   
  157,719       Beijing Enterprises Holdings, Ltd.(a)      1,565,942   
  9,692       Danaher Corp.(a)      748,222   
  200,336       General Electric Co.(a)      5,615,418   
  26,566       Siemens AG, Registered Shares(a)      3,629,532   
     

 

 

 
        12,708,042   
     

 

 

 

 

Insurance (2.4%):

  

  18,579       ACE, Ltd.(a)      1,923,484   
  13,000       Aflac, Inc.(a)      868,400   
  10,354       Allstate Corp. (The)(a)      564,707   
  14,038       American International Group, Inc.(a)      716,640   
  4,730       Arch Capital Group, Ltd.*(a)      282,334   
  47,213       Aviva plc(a)      351,727   
  51,389       AXA SA(a)      1,433,291   
  1,300       Axis Capital Holdings, Ltd.(a)      61,841   
  4,453       Chubb Corp. (The)(a)      430,293   
  1,440       CNA Financial Corp.(a)      61,762   
  3,491       Lincoln National Corp.(a)      180,205   
  1,297       Marsh & McLennan Cos., Inc.(a)      62,723   
  26,830       MetLife, Inc.(a)      1,446,673   
  12,000       MS&AD Insurance Group Holdings, Inc.(a)      322,897   
  10,900       NKSJ Holdings, Inc.(a)      304,096   
  16,107       Progressive Corp. (The)(a)      439,238   
  12,816       Prudential Financial, Inc.(a)      1,181,892   
  32,874       QBE Insurance Group, Ltd.(a)      338,426   
  1,448       Reinsurance Group of America, Inc.(a)      112,090   
  2,996       RenaissanceRe Holdings, Ltd.(a)      291,630   
  32,200       Sony Financial Holdings, Inc.(a)      586,694   
  68,200       Tokio Marine Holdings, Inc.(a)      2,284,934   
  748       Torchmark Corp.(a)      58,456   
  7,794       Travelers Companies, Inc. (The)(a)      705,669   
  1,879       UnumProvident Corp.(a)      65,915   
  39,157       XL Group plc, Class B(a)      1,246,759   
     

 

 

 
        16,322,776   
     

 

 

 
    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Internet & Catalog Retail (0.1%):

  

  2,075       Amazon.com, Inc.(a)    $ 827,489   
     

 

 

 

 

Internet Software & Services (1.9%):

  

  23,291       eBay, Inc.*(a)      1,278,443   
  5,687       Google, Inc., Class A*(a)      6,373,479   
  18,506       Project Eagle Shell, Series D*(a)(b)(d)      1,060,116   
  240       Project Eagle Shell, Class A*(a)(b)(d)      13,748   
  20,670       Project Eagle Shell*(a)(b)(d)      1,184,081   
  8,705       SINA Corp.*(a)      733,396   
  36,229       Twitter, Inc.*^(a)      2,305,976   
     

 

 

 
        12,949,239   
     

 

 

 

 

IT Services (1.9%):

  

  700       Accenture plc, Class A(a)      57,554   
  747       Alliance Data Systems Corp.(a)      196,409   
  1,684       Amdocs, Ltd.(a)      69,448   
  18,164       Atos Origin SA(a)      1,649,151   
  1,459       Cap Gemini SA(a)      98,927   
  23,249       Cielo SA(a)      647,407   
  2,414       Computer Sciences Corp.(a)      134,894   
  2,525       Fidelity National Information Services, Inc.(a)      135,542   
  6,445       MasterCard, Inc., Class A(a)      5,384,540   
  19,948       Visa, Inc., Class A(a)      4,442,021   
     

 

 

 
        12,815,893   
     

 

 

 

 

Leisure Equipment & Products (0.1%):

  

  15,411       Mattel, Inc.(a)      733,255   
     

 

 

 

 

Life Sciences Tools & Services (0.6%):

  

  21,168       Agilent Technologies, Inc.(a)      1,210,598   
  1,818       Mettler-Toledo International, Inc.*(a)      441,029   
  11,998       PerkinElmer, Inc.(a)      494,678   
  13,114       Thermo Fisher Scientific, Inc.(a)      1,460,243   
  6,565       Waters Corp.*(a)      656,500   
     

 

 

 
        4,263,048   
     

 

 

 

 

Machinery (1.4%):

  

  3,670       Andritz AG(a)      230,504   
  4,016       CNH Industrial NV*(a)      45,577   
  170,052       CNH Industrial NV*(a)      1,941,928   
  65,394       Cummins India, Ltd.(a)      506,898   
  6,022       Cummins, Inc.(a)      848,921   
  1,187       Dover Corp.(a)      114,593   
  2,200       Fanuc, Ltd.(a)      403,505   
  98,090       Haitian International Holdings, Ltd.(a)      222,244   
  22,000       Hino Motors, Ltd.(a)      346,789   
  74,000       IHI Corp.(a)      320,034   
  60,498       Invensys plc(a)      510,410   
  58,000       Kubota Corp.(a)      961,768   
  6,691       Metso Corp. OYJ(a)      286,365   
  59,000       Mitsubishi Heavy Industries, Ltd.(a)      365,766   
  9,883       PACCAR, Inc.(a)      584,777   
  482       Parker Hannifin Corp.(a)      62,004   
  10,222       Samsung Heavy Industries Co., Ltd.*(a)      369,625   
  800       SMC Corp.(a)      202,117   
 

 

Continued

 

7


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Machinery, continued

  

  12,383       Stanley Black & Decker, Inc.(a)    $ 999,185   
  560       Valmont Industries, Inc.(a)      83,507   
     

 

 

 
        9,406,517   
     

 

 

 

 

Media (1.1%):

  

  4,632       Charter Communications, Inc., Class A*(a)      633,472   
  42,145       Comcast Corp., Class A(a)      2,190,066   
  2,660       DISH Network Corp., Class A*(a)      154,067   
  54,638       Grupo Televisa SAB(a)      329,591   
  160       Kabel Deutschland Holding AG(a)      20,760   
  8,116       Liberty Media Corp.*(a)      1,188,588   
  18,582       Manchester United plc, Class A*^(a)      288,578   
  110,901       Mediaset*(a)      535,618   
  6,229       RTL Group(a)      804,963   
  31,426       Shaw Communications, Inc., Class B^(a)      764,864   
  974       Time Warner Cable, Inc.(a)      131,977   
  1,295       Viacom, Inc., Class B(a)      113,105   
  48,742       Zon Multimedia Servicos de Telecommunicacoes e Multimedia SGPS SA^(a)      362,223   
     

 

 

 
        7,517,872   
     

 

 

 

 

Metals & Mining (2.1%):

  

  105,781       Antofagasta plc(a)      1,451,198   
  73,618       BHP Billiton plc(a)      2,282,244   
  5,156       BHP Billiton, Ltd.(a)      175,306   
  18,791       Boliden AB(a)      289,019   
  94,131       Eldorado Gold Corp.(a)      534,422   
  41,012       First Quantum Minerals, Ltd.(a)      739,073   
  201,351       Fortescue Metals Group, Ltd.(a)      1,050,475   
  45,361       Freeport-McMoRan Copper & Gold, Inc.(a)      1,711,924   
  71,813       Goldcorp, Inc.(a)      1,556,187   
  303,956       Platinum Group Metals, Ltd.(a)      363,453   
  35,439       Polyus Gold International, Ltd.(a)      117,117   
  48,283       Rio Tinto plc(a)      2,724,194   
  23,103       Silver Wheaton Corp.(a)      466,450   
  12,327       Southern Copper Corp.(a)      353,908   
  25,879       Teck Resources, Ltd., Class B(a)      673,113   
     

 

 

 
        14,488,083   
     

 

 

 

 

Multiline Retail (0.1%):

  

  922       Macy’s, Inc.(a)      49,235   
  4,600       Ryohin Keikaku Co., Ltd.(a)      497,531   
     

 

 

 
        546,766   
     

 

 

 

 

Multi-Utilities (0.6%):

  

  20,086       CenterPoint Energy, Inc.(a)      465,593   
  15,409       CMS Energy Corp.(a)      412,499   
  19,268       Dominion Resources, Inc.(a)      1,246,448   
  95,293       National Grid plc(a)      1,244,958   
  6,344       Sempra Energy(a)      569,437   
     

 

 

 
        3,938,935   
     

 

 

 

 

Oil, Gas & Consumable Fuels (4.6%):

  

  6,430       Anadarko Petroleum Corp.(a)      510,028   
  76,378       Athabasca Oil Corp.*(a)      465,991   
    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Oil, Gas & Consumable Fuels, continued

  

  83,085       BG Group plc(a)    $ 1,790,245   
  15,589       BP plc, ADR(a)      757,781   
  56,529       BP plc(a)      457,862   
  32,913       Cameco Corp.(a)      683,603   
  22,517       Canadian Natural Resources, Ltd.(a)      761,976   
  7,666       Chevron Corp.(a)      957,560   
  27,798       Cobalt International Energy, Inc.*(a)      457,277   
  8,962       Devon Energy Corp.(a)      554,479   
  92,721       Eni SpA(a)      2,241,781   
  5,169       EOG Resources, Inc.(a)      867,565   
  18,163       Genel Energy plc*(a)      324,037   
  94,400       INPEX Corp.(a)      1,210,586   
  34,038       KazMunaiGas Exploration Production JSC, Registered Shares, GDR(a)   

 

535,248

  

  310,000       Kunlun Energy Co., Ltd.(a)      547,505   
  39,347       Lundin Petroleum AB*(a)      768,257   
  77,291       Marathon Oil Corp.(a)      2,728,372   
  36,122       Marathon Petroleum Corp.(a)      3,313,472   
  893       Murphy Oil Corp.(a)      57,938   
  14,162       Occidental Petroleum Corp.(a)      1,346,806   
  45,161       Petroleo Brasileiro SA, ADR(a)      622,319   
  23,365       Phillips 66(a)      1,802,142   
  9,617       Royal Dutch Shell plc, A Shares(a)      342,757   
  29,805       Royal Dutch Shell plc, ADR(a)      2,124,203   
  69,916       Statoil ASA(a)      1,698,784   
  13,735       Suncor Energy, Inc.(a)      481,585   
  1,282       Suncor Energy, Inc.(a)      44,934   
  18,632       Total SA, ADR(a)      1,141,583   
  15,033       Total SA(a)      921,437   
  2,950       Valero Energy Corp.(a)      148,680   
  6,271       Whiting Petroleum Corp.*(a)      387,987   
     

 

 

 
        31,054,780   
     

 

 

 

 

Paper & Forest Products (0.0%):

  

  2,595       International Paper Co.(a)      127,233   
     

 

 

 

 

Personal Products (0.2%):

  

  4,085       Beiersdorf AG(a)      414,697   
  49,257       Hypermarcas SA(a)      370,019   
  8,700       Kao Corp.(a)      274,059   
     

 

 

 
        1,058,775   
     

 

 

 

 

Pharmaceuticals (3.3%):

  

  49,506       Abbvie, Inc.(a)      2,614,412   
  6,970       Allergan, Inc.(a)      774,228   
  10,000       Astellas Pharma, Inc.(a)      592,636   
  24,934       AstraZeneca plc(a)      1,478,774   
  19,191       Bristol-Myers Squibb Co.(a)      1,020,002   
  21,848       Novartis AG, Registered Shares(a)      1,748,996   
  23,300       Otsuka Holdings Co., Ltd.(a)      673,038   
  4,007       Perrigo Co. plc(a)      614,914   
  153,133       Pfizer, Inc.(a)      4,690,464   
  14,166       Roche Holding AG(a)      3,972,082   
  28,911       Sanofi-Aventis SA(a)      3,077,218   
 

 

Continued

 

8


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Pharmaceuticals, continued

  

  891       Sanofi-Aventis SA, ADR(a)    $ 47,784   
  26,717       Shire plc(a)      1,258,769   
  240,000       Sino Biopharmaceutical, Ltd.(a)      190,687   
     

 

 

 
        22,754,004   
     

 

 

 

 

Professional Services (0.1%):

  

  36,714       Qualicorp SA*(a)      350,522   
     

 

 

 

 

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

  

  15,306       American Capital Agency Corp.(a)      295,253   
  10,920       American Tower Corp.(a)      871,634   
  22,189       Equity Residential Property Trust(a)      1,150,943   
  105,231       Fibra Uno Amdinistracion SA(a)      337,313   
  6,863       Health Care REIT, Inc., Series I(a)      352,587   
  130,465       Link REIT (The)(a)      634,792   
  4,638       Simon Property Group, Inc.(a)      705,718   
  185,109       TF Administradora Industrial S de RL de C.V.(a)      333,286   
     

 

 

 
        4,681,526   
     

 

 

 

 

Real Estate Management & Development (0.7%):

  
  44,059       BR Malls Participacoes SA(a)      320,011   
  10,419       Brookfield Asset Management, Inc., Class A(a)      404,570   
  285,000       CapitaLand, Ltd.(a)(c)      686,356   
  6,100       Daito Trust Construction Co., Ltd.(a)      570,383   
  59,321       St. Joe Co. (The)*^(a)      1,138,370   
  107,000       Sun Hung Kai Properties, Ltd.(a)      1,363,349   
     

 

 

 
        4,483,039   
     

 

 

 

 

Road & Rail (1.0%):

  
  96,867       Asciano, Ltd.(a)      500,329   
  11,616       Canadian National Railway Co.(a)      662,344   
  20,700       East Japan Railway Co.(a)      1,652,306   
  8,389       J.B. Hunt Transport Services, Inc.(a)      648,470   
  14,824       Union Pacific Corp.(a)      2,490,432   
  13,900       West Japan Railway Co.(a)      603,359   
     

 

 

 
        6,557,240   
     

 

 

 

 

Semiconductors & Semiconductor Equipment (0.8%):

  
  39,745       Freescale Semiconductor, Ltd.*(a)      637,908   
  824       KLA-Tencor Corp.(a)      53,115   
  12,900       ROHM Co., Ltd.(a)      629,201   
  2,092       Samsung Electronics Co., Ltd.(a)      2,734,622   
  1,483       Samsung Electronics Co., Ltd.(a)      1,427,587   
     

 

 

 
        5,482,433   
     

 

 

 

 

Software (1.8%):

  
  1,906       Adobe Systems, Inc.*(a)      114,131   
  1,620       CA, Inc.(a)      54,513   
  1,742       Check Point Software Technologies, Ltd.*(a)      112,394   
  21,826       Citrix Systems, Inc.*(a)      1,380,496   
  48,179       Electronic Arts, Inc.*(a)      1,105,226   
  1,497       Intuit, Inc.(a)      114,251   
  11,838       Microsoft Corp.(a)      443,096   
  4,600       Nintendo Co., Ltd.(a)      615,217   
  112,899       Oracle Corp.(a)      4,319,517   
    
    
    
    
     
Shares
           Fair Value  

 

Common Stocks, continued

  

 

Software, continued

  
  16,064       Red Hat, Inc.*(a)    $ 900,227   
  3,909       Symantec Corp.(a)      92,174   
  41,851       TIBCO Software, Inc.*(a)      940,810   
  37,081       UbiSoft Entertainment SA*(a)      525,733   
  14,214       Veeva Systems, Inc., Class A*^(a)      456,269   
  8,994       VMware, Inc., Class A*(a)      806,852   
     

 

 

 
        11,980,906   
     

 

 

 

 

Specialty Retail (0.3%):

  
  11,551       American Eagle Outfitters, Inc.(a)      166,334   
  7,100       Nitori Co., Ltd.(a)      673,408   
  660       Ross Stores, Inc.(a)      49,454   
  3,942       Williams-Sonoma, Inc.(a)      229,740   
  221,800       Yamada Denki Co., Ltd.(a)      725,887   
  192,260       Zhongsheng Group Holdings, Ltd.^(a)      266,504   
     

 

 

 
        2,111,327   
     

 

 

 

 

Textiles, Apparel & Luxury Goods (0.3%):

  

  24,122       Coach, Inc.(a)      1,353,968   
  3,116       LVMH Moet Hennessy Louis Vuitton SA(a)      570,373   
     

 

 

 
        1,924,341   
     

 

 

 

 

Trading Companies & Distributors (0.9%):

  

  24,578       Fastenal Co.(a)      1,167,701   
  67,600       Mitsubishi Corp.(a)      1,297,679   
  191,100       Mitsui & Co., Ltd.(a)      2,665,270   
  55,200       Sumitomo Corp.(a)      694,455   
     

 

 

 
        5,825,105   
     

 

 

 

 

Transportation Infrastructure (0.1%):

  

  615,711       Delta Topco, Ltd.*(a)(b)(d)      400,890   
  19,464       Novorossiysk Commercial Sea Trade Port JSC, Registered Shares, GDR^(a)      120,313   
     

 

 

 
        521,203   
     

 

 

 

 

Water Utilities (0.1%):

  

  14,666       American Water Works Co., Inc.(a)      619,785   
     

 

 

 

 

Wireless Telecommunication Services (0.9%):

  

  14,748       America Movil SAB de C.V., Series L, ADR(a)      344,661   
  340,600       Axiata Group Berhad(a)      717,706   
  9,398       Crown Castle International Corp.*(a)      690,095   
  132,029       Far EasTone Telecommunications Co., Ltd.(a)      290,487   
  26,500       KDDI Corp.(a)      1,634,686   
  6,999       Rogers Communications, Inc., Class B(a)      316,705   
  94,000       Taiwan Mobile Co., Ltd.(a)      303,908   
  28,321       Vodafone Group plc, ADR(a)      1,113,298   
  220,011       Vodafone Group plc(a)      864,756   
     

 

 

 
        6,276,302   
     

 

 

 

 

Total Common Stocks (Cost $350,034,057)

     414,726,711   
     

 

 

 

 

Preferred Stocks (1.3%):

  

 

Auto Components (0.1%):

  

  12,219       Mobileye N.V., Series F, Preferred Shares *(a)(b)(d)      426,443   
     

 

 

 

 

Automobiles (0.3%):

  

  8,380       Volkswagen AG, Preferred Shares(a)      2,354,185   
     

 

 

 
 

 

Continued

 

9


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

    
    
    
    
     
Shares
           Fair Value  

 

Preferred Stocks, continued

  

 

Commercial Banks (0.6%):

  

  22,882       Citigroup Capital XIII, Preferred Shares(a)    $ 623,535   
  28,200       GMAC Capital Trust I, Series 2, Preferred Shares(a)      754,067   
  14,233       HSBC Holdings plc, Series 2, Preferred Shares(a)      383,437   
  31,916       Itau Unibanco Holding SA, Preferred Shares(a)      432,433   
  13,440       RBS Capital Funding Trust VII, Series G, Preferred Shares(a)      281,971   
  2,900       Royal Bank of Scotland Group plc, Series Q, Preferred Shares, ADR(a)      62,843   
  9,100       Royal Bank of Scotland Group plc, Series M, Preferred Shares, ADR(a)      190,190   
  13,469       Royal Bank of Scotland Group plc, Series T, Preferred Shares, ADR^(a)      323,256   
  7,409       U.S. Bancorp, Series G, Preferred Shares(a)      202,784   
  13,409       U.S. Bancorp, Series F, Preferred Shares(a)      352,657   
  511,000       USB Capital IX, Preferred Shares(a)      396,025   
     

 

 

 
        4,003,198   
     

 

 

 

 

Communications Equipment (0.1%):

  

  5,571       Corwn Castle International Corp., Series A, Preferred Shares(a)      559,189   
     

 

 

 

 

Diversified Financial Services (0.1%):

  

  31,451       Fannie Mae, Series S, Preferred Shares(a)      275,196   
     

 

 

 

 

Food & Staples Retailing (0.0%):

  

  12,235       Companhia Brasileira de Destribuicao Grupo Pao de Acucar, Preferred Shares(a)      546,568   
     

 

 

 

 

Machinery (0.0%):

  

  1,723       Stanley Black & Decker, Inc., Preferred Shares(a)      177,814   
     

 

 

 

 

Real Estate Management & Development (0.1%):

  

  14,600       Forestar Group, Inc., Preferred Shares(a)      409,384   
     

 

 

 

 

Total Preferred Stocks (Cost $7,851,611)

     8,751,977   
     

 

 

 

 

Warrant (0.0%):

  

 

Paper & Forest Products (0.0%):

  

  157,250       TFS Corp., Ltd.*(a)(c)      64,868   
     

 

 

 

 

Total Warrant (Cost $—)

     64,868   
     

 

 

 

 

Convertible Preferred Stocks (0.3%):

  

 

Aerospace & Defense (0.1%):

  

  4,687       United Technologies Corp., 0.46%(a)      306,858   
     

 

 

 

 

Airlines (0.0%):

  

  650       Continental Airlines Finance Trust II, 3.11%(a)      31,322   
     

 

 

 

 

Commercial Banks (0.0%):

  

  207       Wells Fargo & Co., Series L, Class A, 0.03%(a)      229,770   
     

 

 

 

 

Electric Utilities (0.1%):

  

  8,384       NextEra Energy, Inc., 0.39%(a)      482,080   
  6,900       PPL Corp., 0.66%(a)      364,872   
     

 

 

 
        846,952   
     

 

 

 

 

Health Care Providers & Services (0.1%):

  

  4,738       Omnicare Capital Trust II, Series B(a)      350,760   
     

 

 

 

 

Metals & Mining (0.0%):

  

  12,824       Cliffs Natural Resources, Inc., Series A, 1.22%(a)      294,439   
     

 

 

 

 

Total Convertible Preferred Stocks (Cost $1,860,535)

     2,060,101   
     

 

 

 
    
    
    
    
     
Shares
           Fair Value  

 

Private Placements (0.5%):

  

 

Commercial Banks (0.1%):

  

  365,000       CIT Group, Inc.^(a)(c)    $ 378,231   
  200,000       Vnesheconombank(a)(c)      204,000   
     

 

 

 
        582,231   
     

 

 

 

 

Diversified Financial Services (0.1%):

  

  449,000       Daimler Finance NA LLC(a)(c)      450,504   
  199,000       Hyundai Capital America, Inc.(a)(c)      197,639   
     

 

 

 
        648,143   
     

 

 

 

 

Media (0.0%):

  

  200,000       NBCUniversal Enterprise, Inc.(a)(c)      198,000   
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.1%):

  

  237,600       Odebrecht Drilling VIII/IX(a)(c)      243,540   
  399,748       Odebrecht Offshore Drilling Finance, Ltd.(a)(c)      409,142   
     

 

 

 
        652,682   
     

 

 

 

 

Software (0.1%):

  

  687,000       Salesforce.com, Inc.(a)(c)      746,683   
     

 

 

 

 

Tobacco (0.1%):

  

  300,000       B.A.T. International Finance plc(a)(c)      303,364   
     

 

 

 

 

Total Private Placements (Cost $3,071,273)

     3,131,103   
     

 

 

 
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Convertible Bonds (1.8%):

  

 

Automobiles (0.2%):

  

$ 800,000       Volkswagen International Finance NV, 5.50%, 11/9/15+(a)(c)      1,365,048   
     

 

 

 

 

Biotechnology (0.5%):

  

  120,000       BioMarin Pharmaceutical, Inc., 0.75%, 10/15/18(a)      127,125   
  120,000       BioMarin Pharmaceutical, Inc., 1.50%, 10/15/20(a)      128,325   
  209,000       Cubist Pharmaceuticals, Inc., 2.50%, 11/1/17(a)      508,392   
  25,000       Gilead Sciences, Inc., 1.63%, 5/1/16(a)      82,453   
  574,000       Gilead Sciences, Inc., Series D, 1.63%, 5/1/16(a)      1,893,123   
     

 

 

 
        2,739,418   
     

 

 

 

 

Commercial Banks (0.1%):

  

  648,000       JPMorgan Chase & Co., Series Q, 5.15%, 12/31/49, Callable 5/1/23 @ 100(a)(e)      581,580   
     

 

 

 

 

Computers & Peripherals (0.0%):

  

  97,000       SanDisk Corp., 0.50%, 10/15/20(a)(c)      96,030   
     

 

 

 

 

Diversified Financial Services (0.1%):

  

  2,000,000       Wharf Finance (2014), Ltd., 2.30%, 6/7/14+(a)      258,576   
  20,000,000       Zeus (Cayman) II, Ltd., Series REGS, 1.02%, 8/18/16+(a)(b)      330,943   
     

 

 

 
        589,519   
     

 

 

 
 

 

Continued

 

10


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Convertible Bonds, continued

  

 

Diversified Telecommunication Services (0.1%):

  

$ 500,000       Telecom Italia SpA, Series TIT, 6.13%, 11/15/16+(a)(c)    $ 722,963   
     

 

 

 

 

Electrical Equipment (0.0%):

  

  143,000       Suzlon Energy, Ltd., 32.58%, 7/25/14(a)      82,940   
     

 

 

 

 

Food & Staples Retailing (0.1%):

  

  500,000       Olam International, Ltd., 6.00%, 10/15/16(a)(c)      493,750   
     

 

 

 

 

Food Products (0.0%):

  

  400,000       REI Agro, Ltd., Series REGS, 5.50%, 11/13/14(a)(b)      201,000   
     

 

 

 

 

Health Care Providers & Services (0.0%):

  

  40,000       Brookdale Senior Living, Inc., 2.75%, 6/15/18(a)      47,500   
     

 

 

 

 

Internet Software & Services (0.0%):

  

  213,000       SINA Corp., 1.00%, 12/1/18, Callable 12/1/16 @ 100(a)(c)      216,328   
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.1%):

  

  796,000       Cobalt International Energy, Inc., 2.63%, 12/1/19^(a)      703,963   
  300,000       Essar Energy plc, 4.25%, 2/1/16(a)(c)      225,750   
     

 

 

 
        929,713   
     

 

 

 

 

Pharmaceuticals (0.2%):

  

  402,000       Mylan, Inc., 3.75%, 9/15/15(a)      1,318,058   
     

 

 

 

 

Real Estate Management & Development (0.3%):

  

  750,000       CapitaLand, Ltd., 2.10%, 11/15/16, Callable 10/17/18 @ 100+(a)(c)   

 

591,909

  

  1,250,000       CapitaLand, Ltd., Series CAPL, 2.95%, 6/20/22, Callable 6/20/17 @ 100+(a)(c)      984,613   
  500,000       CapitaLand, Ltd., 1.95%, 10/17/23, Callable 10/17/18 @ 100+(a)      390,377   
  250,000       CapitaLand, Ltd., 1.95%, 10/17/23, Callable 10/17/18 @ 100+(a)      195,189   
  353,000       Forest City Enterprises, Inc., 4.25%, 8/15/18(a)      392,713   
     

 

 

 
        2,554,801   
     

 

 

 

 

Software (0.1%):

  

  500,000       Take-Two Interactive Software, Inc., 1.75%, 12/1/16^(a)      576,875   
     

 

 

 

 

Total Convertible Bonds (Cost $11,021,381)

     12,515,523   
     

 

 

 

 

Floating Rate Loans (0.9%):

  

 

Energy Equipment & Services (0.1%):

  

  130,285       Drillships Financing Holdings, Inc., 5.50%, 7/15/16(a)(e)      131,969   
  260,572       Drillships Financing Holdings, Inc., 6.00%, 3/31/21(a)(e)      265,783   
  405,533       Fieldwood Energy LLC, 0.44%, 9/20/20(a)(e)      413,644   
     

 

 

 
        811,396   
     

 

 

 

 

Hotels, Restaurants & Leisure (0.4%):

  

  304,147       Autobahn Tank & Rast Holding GmbH, 0.20%, 12/4/18+(a)(e)      418,035   
  122,640       Autobahn Tank & Rast Holding GmbH, 0.20%, 12/4/19+(a)(e)      169,804   
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Floating Rate Loans, continued

  

 

Hotels, Restaurants & Leisure, continued

  

$ 1,467,632       Hilton Worldwide Finance LLC, 4.00%, 9/23/20+(a)(e)    $ 1,478,639   
     

 

 

 
        2,066,478   
     

 

 

 

 

Insurance (0.1%):

  

  571,000       Delta Debtco, Ltd., 9.25%, 10/30/19(a)(b)(e)      594,554   
     

 

 

 

 

Media (0.1%):

  

  394,023       Univision Communications, Inc., 4.50%, 3/1/20(a)(e)      396,134   
     

 

 

 

 

Metals & Mining (0.0%):

  

  103,220       Constellium Holdco BV, 6.00%, 2/25/20(a)(e)      105,671   
  103,480       Constellium Holdco BV, 6.50%, 2/25/20+(a)(e)      144,304   
  105,860       Essar Steel Algoma, Inc., 8.75%, 9/18/14(a)(e)      106,391   
     

 

 

 
        356,366   
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.1%):

  

  237,973       Quintero SA, 1.25%, 6/20/23(a)(e)      198,946   
  94,533       Sheridan Production Partners, 0.03%, 12/2/20(a)(e)      94,888   
  679,400       Sheridan Production Partners, 0.03%, 12/2/20(a)(e)      681,947   
  35,267       Sheridan Production Partners, 0.03%, 12/2/20(a)(e)      35,399   
     

 

 

 
        1,011,180   
     

 

 

 

 

Pharmaceuticals (0.1%):

  

  382,113       Valeant Pharmaceuticals International, Inc., 4.50%, 6/26/20(a)(e)      384,420   
     

 

 

 

 

Wireless Telecommunication Services (0.0%):

  

  253,725       Cricket Communications, Inc., 4.75%, 2/26/20(a)(e)      254,574   
     

 

 

 

 

Total Floating Rate Loans (Cost $5,751,779)

     5,875,102   
     

 

 

 

 

Corporate Bonds (2.0%):

  

 

Beverages (0.0%):

  

  238,000       Anheuser-Busch InBev NV Worldwide, Inc., 1.38%, 7/15/17(a)      237,500   
     

 

 

 

 

Capital Markets (0.2%):

  

  408,000       Ford Motor Credit Co. LLC, 2.38%, 1/16/18(a)      412,063   
  232,000       General Electric Capital Corp., Series A, 5.55%, 5/4/20, MTN(a)      266,969   
  108,000       General Electric Capital Corp., 6.38%, 11/15/67, Callable 11/15/17 @ 100(a)(e)      117,180   
  311,000       Merrill Lynch & Co., 6.88%, 4/25/18, MTN(a)      367,716   
  168,000       Morgan Stanley, Series G, 7.30%, 5/13/19(a)      204,021   
     

 

 

 
        1,367,949   
     

 

 

 

 

Commercial Banks (0.3%):

  

  258,000       Ally Financial, Inc., 4.50%, 2/11/14(a)      258,968   
  528,000       Ally Financial, Inc., 2.75%, 1/30/17(a)      529,979   
  310,000       HSBC USA, Inc., 1.63%, 1/16/18(a)      305,678   
  265,000       JPMorgan Chase & Co., 6.13%, 6/27/17(a)      300,992   
     

 

 

 
        1,395,617   
     

 

 

 
 

 

Continued

 

11


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Corporate Bonds, continued

  

 

Communications Equipment (0.0%):

  

$ 60,000       Hughes Satellite Systems Corp., 7.63%, 6/15/21(a)    $ 66,900   
     

 

 

 

 

Computers & Peripherals (0.1%):

  

  803,000       Apple, Inc., 1.00%, 5/3/18(a)      776,458   
     

 

 

 

 

Construction Materials (0.0%):

  

  75,000       Building Materials Corp., 6.88%, 8/15/18, Callable 8/15/14 @ 103.44(a)(c)      79,688   
  134,000       Texas Industries, Inc., 9.25%, 8/15/20, Callable 8/15/15 @ 104.63(a)      149,242   
     

 

 

 
        228,930   
     

 

 

 

 

Consumer Finance (0.1%):

  

  340,000       Ally Financial, Inc., 3.50%, 7/18/16(a)      350,827   
     

 

 

 

 

Diversified Financial Services (0.2%):

  

  274,000       Bank of America Corp., Series L, 1.35%, 11/21/16(a)      273,887   
  478,000       Bank of America Corp., 2.00%, 1/11/18, MTN(a)      477,151   
  267,000       Bank of America Corp., 1.32%, 3/22/18, MTN^(a)(e)      270,546   
  273,000       Citigroup, Inc., Series A, 5.95%, 12/29/49, Callable 1/30/23 @ 100(a)(e)      252,621   
     

 

 

 
        1,274,205   
     

 

 

 

 

Diversified Telecommunication (0.5%):

  

  2,714,000       Verizon Communications, Inc., 1.99%, 9/14/18(a)(e)      2,853,766   
     

 

 

 

 

Health Care Providers & Services (0.0%):

  

  70,000       DaVita, Inc., 6.38%, 11/1/18, Callable 2/13/14 @ 104.78(a)      73,500   
     

 

 

 

 

IT Services (0.0%):

  

  263,000       SunGard Data Systems, Inc., 7.38%, 11/15/18, Callable 2/13/14 @ 105.33(a)      278,451   
     

 

 

 

 

Media (0.0%):

  

  235,000       Cablevision Systems Corp., 5.88%, 9/15/22^(a)      225,013   
     

 

 

 

 

Office Electronics (0.0%):

  

  213,000       Xerox Corp., 6.35%, 5/15/18(a)      243,433   
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.2%):

  

  545,000       Consol Energy, Inc., 8.00%, 4/1/17, Callable 4/1/14 @ 104(a)      574,294   
  325,000       Reliance Holdings USA, Inc., 4.50%, 10/19/20(a)(c)      321,129   
  270,000       Sabine Pass Liquefaction LLC, 5.63%, 4/15/23(a)(c)      252,450   
     

 

 

 
        1,147,873   
     

 

 

 

 

Paper & Forest Products (0.0%):

  

  245,000       International Paper Co., 7.95%, 6/15/18(a)      297,600   
     

 

 

 

 

Pharmaceuticals (0.0%):

  

  289,000       Mylan, Inc., 2.55%, 3/28/19(a)      286,116   
     

 

 

 
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Corporate Bonds, continued

  

 

Thrifts & Mortgage Finance (0.1%):

  

$ 365,000       Capital One Bank USA NA, Series BNKT, 2.15%, 11/21/18, Callable 10/21/18 @ 100(a)    $ 362,908   
     

 

 

 

 

Transportation Infrastructure (0.1%):

  

  509,075       Delta Topco, Ltd., 10.00%, 11/24/60(a)(b)(d)      504,627   
     

 

 

 

 

Wireless Telecommunication Services (0.2%):

  

  875,000       AT&T, Inc., 2.38%, 11/27/18^(a)      875,751   
  391,000       Cricket Communications, Inc., 7.75%, 10/15/20, Callable 10/15/15 @ 103.88(a)      445,740   
     

 

 

 
        1,321,491   
     

 

 

 

 

Total Corporate Bonds (Cost $13,149,429)

     13,293,164   
     

 

 

 

 

Foreign Bonds (6.6%):

  

 

Commercial Banks (0.2%):

  

  610,000       Lloyds TSB Bank plc, Series E, 13.00%, 1/29/49, Callable 1/21/29 @ 100+(a)(e)      1,604,359   
     

 

 

 

 

Media (0.1%):

  

  320,000       Nara Cable Funding, Ltd., 8.88%, 12/1/18, Callable 12/1/18 @ 108.88+(a)(c)      477,200   
     

 

 

 

 

Pharmaceuticals (0.0%):

  

  100,000       Capsugel FinanceCo SCA, 9.88%, 8/1/19, Callable 8/1/14 @ 107.41+(a)(c)      153,722   
     

 

 

 

 

Sovereign Bonds (6.3%):

  

  3,379,000       Australian Government, Series 133, 5.50%, 4/21/23+(a)      3,332,367   
  1,447,000       Brazil Nota do Tesouro Nacional, Series NTNB, 6.00%, 8/15/22+(a)(f)   

 

1,445,273

  

  7,182,000       Brazil Nota do Tesouro Nacional, Series NTNF, 1.88%, 1/1/23+(a)(f)      2,571,491   
  786,000       Brazil Nota do Tesouro Nacional, Series NTNB, 6.00%, 8/15/24+(a)(f)      781,282   
  3,861,012       Bundesrepublik Deutschland, Series 2007, 4.25%, 7/4/17+(a)      5,995,254   
  3,034,238       Bundesrepublik Deutschland, Series 9, 3.50%, 7/4/19+(a)      4,715,161   
  558,000       Canadian Government, 4.00%, 6/1/16+(a)      560,784   
  929,000       Canadian Government, 1.50%, 3/1/17+(a)      877,980   
  707,000       Canadian Government, 3.50%, 6/1/20+(a)      715,707   
  60,000,000       Japan Treasury Bill, Series 379, 0.08%, 1/15/14+(a)(g)      569,845   
  200,000,000       Japan Treasury Bill, Series 405, 0.05%, 1/27/14+(a)(g)      1,899,451   
  170,000,000       Japan Treasury Bill, Series 386, 0.05%, 2/10/14+(a)(g)      1,614,504   
  130,000,000       Japan Treasury Bill, Series 415, 0.05%, 3/17/14+(a)(g)      1,234,547   
  3,229,000       Malaysian Government, Series 2/04, 5.09%, 4/30/14+(a)      992,771   
  75,570,800       Mexican Cetes, Series BI , 1/9/14+(a)(h)      578,779   
  92,870,000       Mexican Cetes, Series BI , 2/6/14+(a)(h)      709,532   
  132,350,000       Mexican Cetes, Series BI , 3/20/14+(a)(h)      1,006,850   
  99,200,000       Mexican Cetes, Series BI , 4/3/14+(a)(h)      753,658   
 

 

Continued

 

12


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Foreign Bonds, continued

  

 

Sovereign Bonds, continued

  

$ 141,050,300       Mexican Cetes, Series BI , 4/30/14+(a)(h)    $ 1,068,725   
  56,279,700       Mexican Cetes, Series BI , 5/15/14+(a)(h)      425,942   
  33,204,700       Mexican Cetes, Series BI , 5/29/14+(a)(h)      250,947   
  2,589,000       Queensland Treasury Corp., Series 17, 6.00%, 9/14/17+(a)      2,526,119   
  1,001,000       Queensland Treasury Corp., Series 21, 6.00%, 6/14/21+(a)      994,044   
  4,431,697       United Kingdom Treasury Note, 1.25%, 7/22/18+(a)      7,135,461   
     

 

 

 
        42,756,474   
     

 

 

 

 

Wireless Telecommunication Services (0.0%):

  

  100,000       Ziggo BV, 3.63%, 3/27/20+(a)(c)      137,757   
     

 

 

 

 

Total Foreign Bonds (Cost $46,077,221)

     45,129,512   
     

 

 

 

 

Yankee Dollars (2.0%):

  

 

Capital Markets (0.4%):

  

  858,310       Dana Gas Sukuk, Ltd., 9.00%, 10/31/17, Callable 10/13/17 @ 105(a)(c)      832,561   
  1,098,330       Dana Gas Sukuk, Ltd., 7.00%, 10/31/17(a)(c)      1,076,362   
     

 

 

 
        1,908,923   
     

 

 

 

 

Commercial Banks (0.6%):

  

  400,000       Banco Bradesco (Cayman), 4.50%, 1/12/17(a)(c)      423,000   
  275,000       Banco Estado Chile, 2.03%, 4/2/15(a)      279,330   
  450,000       Banco Santander Chile, 2.12%, 6/7/18(a)(c)(e)      451,351   
  1,052,000       BNP Paribas SA, 2.40%, 12/12/18(a)      1,048,738   
  200,000       Export-Import Bank of Korea, 1.25%, 11/20/15(a)      200,616   
  505,000       Intesa Sanpaolo SpA, 3.13%, 1/15/16(a)      514,626   
  221,000       Intesa Sanpaolo SpA, 3.88%, 1/16/18(a)      226,300   
  200,000       Lloyds Bank plc, 2.30%, 11/27/18(a)      199,481   
  430,000       Nordea Bank AB, 3.13%, 3/20/17(a)(c)      449,643   
  250,000       Rabobank Nederland, 3.95%, 11/9/22(a)      242,248   
  200,000       UBS AG Stamford CT, Series BKNT, 5.88%, 12/20/17(a)      229,505   
     

 

 

 
        4,264,838   
     

 

 

 

 

Diversified Financial Services (0.0%):

  

  300,000       CSG Guernsey I, Ltd., Series REGS, 7.88%, 2/24/41, Callable 8/24/16 @ 100(a)(c)(e)      326,250   
  200,000       Odebrecht Finance, Ltd., 5.13%, 6/26/22(a)(c)      195,750   
     

 

 

 
        522,000   
     

 

 

 

 

Industrial Conglomerates (0.1%):

  

  400,000       Hutchison Whampoa International 11, Ltd., 3.50%, 1/13/17(a)(c)      417,468   
     

 

 

 

 

Media (0.0%):

  

  200,000       Nara Cable Funding, Ltd., 8.88%, 12/1/18, Callable 2/13/14 @ 108.88(a)(c)      213,000   
  200,000       Unitymedia Hessen GmbH & Co., KG/Unitymedia NRW GmbH, 5.50%, 1/15/23, Callable 1/15/18 @ 102.75(a)(c)      194,000   
     

 

 

 
        407,000   
     

 

 

 
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Yankee Dollars, continued

  

 

Metals & Mining (0.1%):

  

$ 139,000       FMG Resources August 2006, 6.00%, 4/1/17, Callable 4/1/15 @ 103(a)(c)    $ 147,688  
  98,000       FMG Resources August 2006, 6.88%, 4/1/22, Callable 4/1/17 @ 103.44^(a)(c)      106,820  
  126,000       FMG Resources Pty, Ltd., 8.25%, 11/1/19, Callable 11/1/15 @ 104.13^(a)(c)      141,435  
     

 

 

 
        395,943  
     

 

 

 

 

Oil, Gas & Consumable Fuels (0.3%):

  

  240,000       Bumi Investment Pte, Ltd., 10.75%, 10/6/17, Callable 10/6/14 @ 105.38(a)(c)      163,200  
  130,000       Dana Gas Sukuk, Ltd., Registered Shares, 9.00%, 10/31/17, Callable 2/10/14 @ 105(a)(c)      126,100  
  1,318,000       OGX Austria GmbH, 8.50%, 6/1/18, Callable 6/1/15 @ 104.25(a)(c)(m)      105,440  
  164,000       Petrobras Global Finance BV, 2.00%, 5/20/16(a)      163,870  
  937,000       Petrobras Global Finance BV, 2.38%, 1/15/19(a)(e)      915,918  
  481,000       YPF SA, 8.88%, 12/19/18^(a)(c)      499,038  
     

 

 

 
        1,973,566  
     

 

 

 

 

Paper & Forest Products (0.1%):

  

  425,000       TFS Corp., Ltd., 11.00%, 7/15/18, Callable 7/15/15 @ 108.00(a)(b)      437,219   
     

 

 

 

 

Real Estate Management & Development (0.0%):

  

  200,000       Sun Hung Kai Properties, Ltd., Series E, 4.50%, 2/14/22(a)(c)      200,723  
     

 

 

 

 

Road & Rail (0.0%):

  

  408,482       Inversiones Alsacia SA, 8.00%, 8/18/18, Callable 2/18/15 @ 104(a)(b)      296,149  
  87,000       Viterra, Inc., 5.95%, 8/1/20(a)(c)      92,402  
     

 

 

 
        388,551  
     

 

 

 

 

Sovereign Bonds (0.3%):

  

  100,000       Federal Republic of Brazil, 5.88%, 1/15/19^(a)      112,000  
  632,000       Netherlands Government, 1.00%, 2/24/17(a)(c)      632,346  
  1,028,000       Republic of Turkey, 6.75%, 4/3/18(a)      1,116,408  
  292,000       United Mexican States, 5.95%, 3/19/19(a)      337,260  
     

 

 

 
        2,198,014  
     

 

 

 

 

Wireless Telecommunication Services (0.1%):

  

  200,000       Colombia Telecomm SA Esp, 5.38%, 9/27/22, Callable 9/27/17 @ 102.69(a)(c)      187,000   
  399,000       Intelsat Jackson Holdings SA, 7.50%, 4/1/21, Callable 4/1/15 @ 103.75(a)      439,898   
     

 

 

 
        626,898   
     

 

 

 

 

Total Yankee Dollars (Cost $14,108,703)

     13,741,143   
     

 

 

 

 

U.S. Treasury Obligations (17.0%):

  

 

U.S. Treasury Bills (11.0%)

  

  800,000       0.04%,1/2/14(a)(g)      800,000   
  19,675,000       0.01%, 1/9/14(a)(g)      19,674,960   
  4,700,000       0.01%, 1/16/14(a)(g)      4,699,977   
  5,100,000       0.07%, 1/30/14(a)(g)      5,099,929   
 

 

Continued

 

13


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

U.S. Treasury Obligations, continued

  

 

U.S. Treasury Bills, continued

  

$ 8,150,000       0.01%, 2/6/14(a)(g)    $ 8,149,878   
  1,600,000       0.01%, 2/13/14(a)(g)      1,599,976   
  800,000       0.05%, 3/6/14(a)(g)      799,926   
  6,000,000       0.05%, 4/10/14(a)(g)      5,999,226   
  11,200,000       0.08%,4/17/14(a)(g)      11,198,778   
  3,400,000       0.06%, 5/8/14(a)(g)      3,399,317   
  10,500,000       0.05%, 5/15/14(a)(g)      10,497,962   
  3,500,000       0.09%, 6/19/14(a)(g)      3,498,695   
     

 

 

 
        75,418,624   
     

 

 

 

 

U.S. Treasury Notes (6.0%)

  

  3,335,000       0.25%, 3/31/15(a)      3,336,824   
  4,451,000       2.25%, 3/31/16(a)      4,628,693   
  2,646,500       0.63%, 9/30/17(a)      2,591,503   
  5,140,400       1.00%, 5/31/18(a)      5,027,954   
  5,080,300       1.38%, 7/31/18(a)      5,034,659   
  1,469,400       1.38%, 9/30/18(a)      1,451,491   
  8,022,500       1.25%, 10/31/18(a)      7,865,187   
  3,360,700       1.25%, 11/30/18(a)      3,288,761   
  2,659,500       1.50%, 12/31/18(a)      2,629,581   
  794,700       2.00%, 11/15/21(a)      758,504   
  991,100       1.75%, 5/15/22(a)      916,458   
  2,657,700       2.50%, 8/15/23(a)      2,552,221   
  686,700       2.75%, 11/15/23(a)      671,786   
     

 

 

 
        40,753,622   
     

 

 

 

 

Total U.S. Treasury Obligations (Cost $116,643,566)

     116,172,246   
     

 

 

 
Contracts,
Shares,
Notional
Amount or
Principal
Amount
           Fair Value  

 

Purchased Swaptions (0.0%):

  

 

Total Purchased Swaptions (Cost $668,805)

   $ 283,885   
     

 

 

 

 

Purchased Options (0.4%):

  

 

Total Purchased Options (Cost $3,549,137)

     2,741,831   
     

 

 

 

 

Exchange Traded Funds (1.1%):

  
$ 53,073       Market Vectors Gold Miners, ETF(a)      1,120,902   
  3,924       ETFS Platinum Trust(i)      525,384   
  4,648       ETFS Physical Palladium Shares(i)      324,477   
  75,708       iShares Gold Trust(i)      884,269   
  38,952       SPDR Gold Trust(i)      4,525,054   
     

 

 

 

 

Total Exchange Traded Fund (Cost $9,279,335)

     7,380,086   
     

 

 

 

 

Securities Held as Collateral for Securities on Loan (1.4%):

  
  9,409,419       Allianz Variable Insurance Products Securities Lending Collateral Trust(j)      9,409,419   
     

 

 

 

 
 

Total Securities Held as Collateral for Securities on Loan
(Cost $9,409,419)

     9,409,419   
     

 

 

 

 

Unaffiliated Investment Company (0.4%):

  
  2,867,010       Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00%(g)(k)      2,867,010   
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $2,867,010)

     2,867,010   
     

 

 

 

 

Total Investment Securities (Cost $595,343,261)(l) — 96.5%

     658,143,681  

 

Net other assets (liabilities) — 3.5%

     23,547,548   
     

 

 

 

 

Net Assets — 100.0%

   $ 681,691,229   
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2013.

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

JPY—Notional amount stated is in Japanese Yen.

MTN—Medium Term Note

NYS—New York Shares

SPDR—Standard & Poor’s Depository Receipts

 

* Non-income producing security.

 

^ This security or a partial position of this security was on loan as of December 31, 2013. The total value of securities on loan as of December 31, 2013, was $9,280,885.

 

# Security issued in connection with a pending litigation settlement.

 

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

 

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

 

(b) 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, 2013, these securities represent 0.80% 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 liquid based on procedures approved by the Board of Trustees.

 

(d) Security was valued in good faith pursuant to procedures approved by the Board of Trustees as of December 31, 2013. The total of all such securities represent 0.53% of the net assets of the fund.

 

(e) Variable rate security. The rate presented represents the rate in effect at December 31, 2013. The date presented represents the final maturity date.

 

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

 

(g) The rate represents the effective yield at December 31, 2013.

 

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

 

Continued

 

14


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

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

 

(j) 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, 2013.

 

(k) All or a portion of these securities are held by the VIP Subsidiary.

 

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

 

(m) Defaulted bond.

Amounts shown as “—” are either $0 or round to less than $1.

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, 2013:

 

Country   Percentage  

Argentina

    0.1 % 

Australia

    1.8 % 

Austria

    — %NM 

Belgium

    0.2 % 

Bermuda

    0.3 % 

Brazil

    1.5 % 

British Virgin Islands

    — %NM 

Canada

    1.8 % 

Cayman Islands

    0.4 % 

Chile

    0.2 % 

China

    0.2 % 

Colombia

    — %NM 

Denmark

    0.1 % 

Finland

    — %NM 

France

    3.5 % 

Germany

    3.4 % 

Guernsey

    — %NM 

Hong Kong

    0.7 % 

India

    0.1 % 

Indonesia

    — %NM 

Ireland

    0.3 % 

Ireland (Republic of)

    0.5 % 

Israel

    — %NM 

Italy

    0.9 % 
Country   Percentage  

Japan

    8.7 % 

Jersey

    0.5 % 

Kazakhstan

    0.1 % 

Korea, Republic Of

    0.3 % 

Luxembourg

    0.3 % 

Malaysia

    0.4 % 

Mexico

    0.9 % 

Netherlands

    2.4 % 

Norway

    0.2 % 

Portugal

    0.1 % 

Republic of Korea (South)

    0.6 % 

Russian Federation

    0.1 % 

Singapore

    0.7 % 

South Africa

    0.1 % 

Spain

    0.2 % 

Sweden

    0.5 % 

Switzerland

    2.1 % 

Taiwan

    0.2 % 

Thailand

    0.1 % 

Turkey

    0.2 % 

United Arab Emirates

    0.1 % 

United Kingdom

    5.7 % 

United States

    59.5 % 
 

 

 

 
    100.0 % 
 

 

 

 
 

 

NM Not meaningful, amount is less than 0.05%.

Futures Contracts

Cash of $33,916,712 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

NIKKEI 225 Index March Futures (Japanses Yen)(a)

     Short         3/13/14         (10 )    $ (775,952 )    $ (5,979 ) 

MSCI EAFE Index E-Mini March Futures (U.S. Dollar)(a)

     Short         3/21/14         (163 )      (8,286,920 )      (225,126 ) 

FTSE 100 Index March Futures (British Pounds)(a)

     Short         3/21/14         (5 )      (554,454 )      (925 ) 

DJ EURO STOXX 50 March Futures (Euro)(a)

     Short         3/21/14         (216 )      (9,234,731 )      (314,174 ) 

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

     Short         3/21/14         (90 )      (8,284,950 )      (156,703 ) 

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

     Long         3/21/14         211        20,344,155        728,490   

ASX SPI 200 Index March Futures (Australian Dollar)(a)

     Long         3/20/14         2        237,368        10,669   

German Stock Index March Futures (Euro)(a)

     Long         3/21/14         4        1,321,324        55,584   

U.S. Treasury 10-Year Note March Futures (U.S. Dollar)

     Long         3/20/14         110        13,535,156        (246,935 ) 

CAC40 10 Euro January Futures (Euro)(a)

     Long         1/20/14         6        354,779        15,520   

S&P/Toronto Stock Exchange 60 Index March Futures (Canadian Dollar)(a)

     Long         3/20/14         2        294,098        10,414   
            

 

 

 

Total

             $ (129,165 ) 
            

 

 

 

 

Continued

 

15


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Option Contracts (a)

At December 31, 2013, the Fund’s open purchased exchange-traded options contracts were as follows:

 

Number of Contracts      Description    Fair
Value
 
  Call Options:         
  90      

On Anadarko Petroleum Corp., Strike @ 98 Exp 2/22/14

   $ 945   
  1,033      

On Barrick Gold Corp., Strike @ 80 Exp 1/18/14

     1,033   
  183      

On Freeport-Mcmoran Copper & Gold, Inc., Strike @ 34 Exp 2/22/14

     70,455   
  646      

On Goldcorp, Inc., Strike @ 80 Exp 1/18/14

     646   
  52      

On MetLife, Inc., Strike @ 50 Exp 1/17/15

     38,090   
  827      

On Newmont Mining Corp., Strike @ 90 Exp 1/18/14

     827   
  34      

On Prudential Financial, Inc., Strike @ 83 Exp 1/17/15

     48,535   
     

 

 

 

 

Total Call Options (Cost $160,083)

   $ 160,531   
     

 

 

 
  Put Options:         
  62      

On Cubist Pharmaceuticals, Inc., Strike @ 55 Exp 1/18/14

   $ 620   
  50      

On S&P 500 Index, Strike @ 1720 Exp 1/18/14

     9,250   
  17      

On S&P 500 Index, Strike @ 1740 Exp 1/18/14

     3,910   
     

 

 

 

 

Total Put Options (Cost $241,133)

   $ 13,780   
     

 

 

 

At December 31, 2013, the Fund’s open purchased over-the-counter options contracts were as follows:

 

Number of Contracts      Description    Fair
Value
 
  Call Options:         
  27,342      

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

   $ 326   
  20,464      

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

     —   
  49,392      

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

     97   
  32,636      

On Anadarko Petroleum Corp., Strike @ 83 Exp 5/16/14, with Deutsche Bank

     134,152   
  19,628      

On Anadarko Petroleum Corp., Strike @ 85 Exp 7/18/14, with Credit Suisse First Boston

     84,140   
  24,268      

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

     —   
  2,073      

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

     1   
  157,232      

On Bank of America Corp., Strike @ 17 Exp 1/16/15, with Citibank

     174,708   
  26,460      

On Broadcom Corp., Strike @ 55 Exp 1/17/14, with Goldman Sachs

     —   
  28,665      

On Caterpillar, Inc., Strike @ 135 Exp 1/17/14, with Goldman Sachs

     2   
  44,025      

On Citigroup, Inc., Strike @ 60 Exp 1/16/15, with Bank of America

     102,940   
  130,514      

On Coca-Cola Co. (The), Strike @ 45 Exp 1/16/15, with Deutsche Bank

     142,675   
  9,709      

On Coeur d’Alene Mines Corp., Strike @ 40 Exp 1/17/14, with Deutsche Bank

     —   
  46,607      

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

     743   
  28,813      

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

     —   
  77,175      

On EMC Corp., Strike @ 40 Exp 1/17/14, with Goldman Sachs

     —   
  7,715      

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

     —   
  4,874      

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

     —   
  59,535      

On Freeport-Mcmoran Copper & Gold, Inc., Strike @ 64 Exp 1/17/14, with Goldman Sachs

     —   
  110,249      

On General Electric Co., Strike @ 35 Exp 1/17/14, with Goldman Sachs

     18   
  59,566      

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

     —   
  13,965      

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

     1,391   
  15,193      

On Harmony Gold Mining Co., Ltd., Strike @ 15 Exp 1/17/14, with Deutsche Bank

     —   
  94,086      

On Hewlett-Packard Co., Strike @ 30 Exp 1/17/14, with Goldman Sachs

     15,190   
  13,049      

On Humana, Inc., Strike @ 130 Exp 1/16/15, with Goldman Sachs

     42,178   
  25,625      

On IAMGOLD Corp., Strike @ 30 Exp 1/17/14, with Deutsche Bank

     —   
  11,466      

On IBM Corp., Strike @ 295 Exp 1/17/14, with Goldman Sachs

     —   
  110,249      

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

     —   
  30,870      

On J.C. Penney Co., Inc., Strike @ 55 Exp 1/17/14, with Goldman Sachs

     —   
  78,616      

On JPMorgan Chase & Co., Strike @ 65 Exp 1/16/15, with Bank of America

     181,430   
  110,307      

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

     —   
  63,945      

On Marvell Tech Group, Ltd., Strike @ 20 Exp 1/17/14, with Goldman Sachs

     459   

 

Continued

 

16


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Number of Contracts      Description    Fair
Value
 
  19,845      

On McDonald’s Corp., Strike @ 135 Exp 1/17/14, with Goldman Sachs

   $ —   
  130,514      

On Merck & Co., Inc., Strike @ 55 Exp 1/16/15, with Deutsche Bank

     185,069   
  15,435      

On Monster Beverage Corp., Strike @ 105 Exp 1/17/14, with Goldman Sachs

     2   
  36,162      

On NetApp, Inc., Strike @ 60 Exp 1/17/14, with Goldman Sachs

     1   
  16,343      

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

     —   
  15,102      

On NovaGold Resources, Inc., Strike @ 12 Exp 1/17/14, with Deutsche Bank

     —   
  65,257      

On Oracle Corp., Strike @ 42 Exp 1/16/15, with Deutsche Bank

     51,735   
  27,555      

On Pan American Silver Corp., Strike @ 50 Exp 1/17/14, with Deutsche Bank

     —   
  32,700      

On QEP Resources, Inc., Strike @ 35 Exp 4/17/14, with Goldman Sachs

     18,680   
  44,100      

On Qualcomm, Inc., Strike @ 95 Exp 1/17/14, with Goldman Sachs

     4   
  3,720      

On Randgold Resources, Ltd., Strike @ 165 Exp 1/17/14, with Deutsche Bank

     —   
  3,664      

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

     —   
  2,414      

On S&P 500 Index, Strike @ 30 Exp 1/17/14, with Deutsche Bank

     —   
  16,314      

On SeaBridge Gold Inc., Strike @ 150 Exp 1/16/15, with Deutsche Bank

     86,425   
  6,746      

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

     —   
  27,673      

On Silver Wheaton Corp., Strike @ 55 Exp 1/17/14, with Deutsche Bank

     —   
  15,738      

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

     —   
  94,106      

On Staples, Inc., Strike @ 20 Exp 1/17/14, with Goldman Sachs

     —   
  6,615      

On Starwood Hotels & Worldwide, Inc., Strike @ 85 Exp 1/17/14, with Goldman Sachs

     671   
  17,649      

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

     —   
  7,148      

On Takeda Pharmaceutical Co., Ltd., Strike @ 4906 Exp 10/9/14, with Goldman Sachs

     14,700   
  8,000      

On Takeda Pharmaceutical Co., Ltd., Strike @ 5109 Exp 1/29/15, with JPMorgan Chase

     16,408   
  1,004      

On Topix Index, Strike @ 1154 Exp 6/13/14, with Bank of America

     169,162   
  153,558      

On Topix Index, Strike @ 1157 Exp 4/11/14, with UBS Warburg

     220,439   
  1,281      

On Topix Index, Strike @ 1164 Exp 5/9/14, with JPMorgan Chase Chase

     197,478   
  148,791      

On Topix Index, Strike @ 1247 Exp 9/12/14, with Citibank

     155,796   
  153,154      

On Topix Index, Strike @ 1271 Exp 3/14/14, with BNP Paribas

     90,065   
  230,041      

On Topix Index, Strike @ 1291 Exp 7/11/14, with Goldman Sachs

     166,114   
  16,758      

On United Technologies Corp., Strike @ 120 Exp 1/17/14, with Goldman Sachs

     2,193   
  22,050      

On UnitedHealth Group, Inc., Strike @ 85 Exp 1/17/14, with Goldman Sachs

     687   
  7,412      

On Visa, Inc., Strike @ 190 Exp 1/17/14, with Goldman Sachs

     239,091   
  15,435      

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

     —   
  66,238      

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

     —   
  15,435      

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

     —   
     

 

 

 

 

Total Call Options (Cost $2,922,469)

   $ 2,495,170   
     

 

 

 
  Put Options:         
  1,847      

On S&P 500 Index, Strike @ 1752 Exp 2/21/14, with Goldman Sachs

   $ 19,573   
  1,848      

On S&P 500 Index, Strike @ 1746 Exp 2/21/14, with Credit Suisse First Boston

     18,332   
  1,857      

On S&P 500 Index, Strike @ 1744 Exp 2/21/14, with BNP Paribas

     18,048   
  1,750      

On SPX Corp., Strike @ 1741 Exp 2/21/14, with JPMorgan Chase

     16,397   
     

 

 

 

 

Total Put Options (Cost $225,452)

   $ 72,350   
     

 

 

 

At December 31, 2013, the Fund’s open written exchange-traded options contracts were as follows:

 

Number of Contracts      Description    Fair
Value
 
  Call Options:         
  12      

On ACE, Ltd., Strike @ 93 Exp 2/22/14

   $ (13,140 ) 
  127      

On Marathon Petroleum Corp., Strike @ 78 Exp 1/18/14

     (181,610 ) 
  96      

On Marathon Petroleum Corp., Strike @ 80 Exp 4/19/14

     (129,120 ) 
  64      

On Marathon Petroleum Corp., Strike @ 85 Exp 4/19/14

     (63,680 ) 
  33      

On S&P 500 Index, Strike @ 1800 Exp 1/18/14

     (171,765 ) 
  34      

On S&P 500 Index, Strike @ 1825 Exp 1/18/14

     (106,930 ) 
  13      

On Travelers Cos., Inc. (The), Strike @ 83 Exp 1/18/14

     (10,465 ) 
  22      

On Williams-Sonoma, Inc., Strike @ 53 Exp 1/18/14

     (12,870 ) 
  16      

On Williams-Sonoma, Inc., Strike @ 55 Exp 1/18/14

     (5,680 ) 
  35      

On XL Group plc, Strike @ 32 Exp 4/19/14

     (4,270 ) 
     

 

 

 

 

Total Call Options (Premiums Received $253,433)

   $ (699,530 ) 
     

 

 

 

 

Continued

 

17


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Number of Contracts      Description    Fair
Value
 
  Put Options:         
  125      

On Consol Energy, Inc., Strike @ 35 Exp 4/19/14

   $ (17,313 ) 
  126      

On Dresser Rand Group, Inc., Strike @ 60 Exp 3/22/14

     (38,745 ) 
  47      

On EOG Resources, Inc., Strike @ 165 Exp 4/19/14

     (39,363 ) 
  90      

On Marathon Petroleum Corp., Strike @ 63 Exp 4/19/14

     (2,700 ) 
  90      

On Marathon Petroleum Corp., Strike @ 65 Exp 4/19/14

     (3,150 ) 
  120      

On Phillips 66, Strike @ 58 Exp 5/17/14

     (6,000 ) 
  109      

On Pultegroup, Inc., Strike @ 15 Exp 1/18/14

     (218 ) 
     

 

 

 

 

Total Put Options (Premiums Received $337,487)

   $ (107,489 ) 
     

 

 

 

At December 31, 2013, the Fund’s open written over-the-counter options contracts were as follows:

 

Number of Contracts      Description    Fair
Value
 
  Call Options:         
  13,965      

On Halliburton Co., Strike @ 55 Exp 1/17/14, with Deutsche Bank

   $ (1,238 ) 
  1,848      

On S&P 500 Index, Strike @ 1835 Exp 2/21/14, with Credit Suisse First Boston

     (64,700 ) 
  1,857      

On S&P 500 Index, Strike @ 1842 Exp 2/21/14, with BNP Paribas

     (57,477 ) 
     

 

 

 

 

Total Call Options (Premiums Received $66,791)

   $ (123,415 ) 
     

 

 

 
  Put Options:         
  32,700      

On QEP Resources, Inc., Strike @ 25 Exp 4/17/14, with Goldman Sachs

   $ (20,822 ) 
  1,857      

On S&P 500 Index, Strike @ 1566 Exp 2/21/14, with BNP Paribas

     (2,774 ) 
  1,848      

On S&P 500 Index, Strike @ 1568 Exp 2/21/14, with Credit Suisse First Boston

     (2,807 ) 
  1,847      

On S&P 500 Index, Strike @ 1573 Exp 2/21/14, with Goldman Sachs

     (2,960 ) 
  1,750      

On SPX Corp., Strike @ 1563 Exp 2/21/14, with JPMorgan Chase

     (2,538 ) 
     

 

 

 

 

Total Put Options (Premiums Received $56,660)

   $ (31,901 ) 
     

 

 

 

At December 31, 2013, the Fund’s open purchased over-the-counter swaptions were as follows:

 

Number of Contracts      Description    Fair
Value
 
  Call Swaptions:         
  3,271      

5-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 1.60%, Exp 6/3/14 (USD), with Goldman Sachs

   $ 50,662   
  3,270      

5-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 1.60%, Exp 6/3/14 (USD), with Goldman Sachs

     50,663   
  822      

5-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 1.65%, Exp 6/4/14 (USD), with Deutsche Bank

     16,462   
     

 

 

 

 

Total Call Swaptions (Cost $433,443)

   $ 117,787   
     

 

 

 
  Put Swaptions:         
  1,586      

2-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 3.50%, Exp 12/17/15 (USD), with Goldman Sachs

   $ 117,723   
  13,242      

5-Year Interest Rate, Pay 6-Month JPY LIBOR, Exercise @ 1.60%, Exp 12/17/18 (JPY), with Goldman Sachs

     25,516   
  1,006,980      

5-Year Interest Rate, Pay 6-Month JPY LIBOR, Exercise @ 1.07%, Exp 4/4/18 (JPY), with Deutsche Bank

     22,859   
     

 

 

 

 

Total Put Swaptions (Cost $235,362)

   $ 166,098   
     

 

 

 

At December 31, 2013, the Fund’s open written over-the-counter swaptions were as follows:

 

Number of Contracts      Description    Fair
Value
 
  Put Swaptions:         
  822      

5-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 2.30%, Exp 6/4/14 (USD), with Deutsche Bank

   $ (137,226 ) 
  1,586      

2-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 5.75%, Exp 12/17/15 (USD), with Goldman Sachs

     (153,272 ) 
  971      

5-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 2.25%, Exp 6/3/14 (USD), with Goldman Sachs

     (74,541 ) 
  1,635      

5-Year Interest Rate, Pay 6-Month USD LIBOR, Exercise @ 2.25%, Exp 6/3/14 (USD), with Goldman Sachs

     (125,524 ) 
     

 

 

 

 

Total Put Swaptions (Premiums Received $329,441)

   $ (490,563 ) 
     

 

 

 

 

Continued

 

18


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Forward Currency Contracts(a)

At December 31, 2013, the Fund's open forward currency contracts were as follows:

 

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

Short Contracts:

  

  

Australian Dollar

   Morgan Stanley      1/24/14         1,216,400       $ 1,135,412       $ 1,084,082       $ 51,330   

Brazilian Real

   Deutsche Bank      1/30/14         1,385,386         593,364         582,781         10,583   

Brazilian Real

   Morgan Stanley      1/31/14         1,382,936         580,188         581,616         (1,428 ) 

British Pound

   Deutsche Bank      1/24/14         1,488,000         2,401,141         2,463,273         (62,132 ) 

European Euro

   BNP Paribas      1/9/14         326,516         438,636         449,151         (10,515 ) 

European Euro

   Barclays Bank      1/17/14         859,700         1,166,622         1,182,587         (15,965 ) 

European Euro

   Deutsche Bank      1/24/14         420,600         569,099         578,567         (9,468 ) 

European Euro

   Morgan Stanley      1/30/14         1,125,500         1,548,553         1,548,207         346   

European Euro

   Credit Suisse First Boston      2/6/14         679,200         935,123         934,286         837   

European Euro

   Deutsche Bank      2/6/14         474,500         653,197         652,707         490   

European Euro

   UBS Warburg      2/6/14         1,049,100         1,444,084         1,443,109         975   

Japanese Yen

   Bank of America      1/9/14         132,480,125         1,330,603         1,258,299         72,304   

Japanese Yen

   Goldman Sachs      1/9/14         139,235,470         1,397,736         1,322,462         75,274   

Japanese Yen

   UBS Warburg      1/15/14         60,000,000         614,125         569,899         44,226   

Japanese Yen

   BNP Paribas      1/16/14         138,029,027         1,348,422         1,311,050         37,372   

Japanese Yen

   Credit Suisse First Boston      1/16/14         73,626,625         719,010         699,333         19,677   

Japanese Yen

   Credit Suisse First Boston      1/17/14         130,308,950         1,275,001         1,237,729         37,272   

Japanese Yen

  

Goldman Sachs

     1/17/14         135,349,060         1,326,236         1,285,602         40,634   

Japanese Yen

   Barclays Bank      1/23/14         107,007,872         1,068,803         1,016,437         52,366   

Japanese Yen

   UBS Warburg      1/23/14         44,530,365         438,000         422,981         15,019   

Japanese Yen

   UBS Warburg      1/27/14         200,000,000         2,027,493         1,899,782         127,711   

Japanese Yen

   UBS Warburg      1/30/14         88,344,619         860,220         839,191         21,029   

Japanese Yen

   Goldman Sachs      1/31/14         180,594,222         1,766,531         1,715,483         51,048   

Japanese Yen

   Bank of America      2/6/14         140,913,360         1,373,103         1,338,591         34,512   

Japanese Yen

   Morgan Stanley      2/7/14         271,047,855         2,626,458         2,574,800         51,658   

Japanese Yen

   Deutsche Bank      2/10/14         170,000,000         1,725,888         1,614,928         110,960   

Japanese Yen

   Morgan Stanley      3/17/14         130,000,000         1,262,847         1,235,179         27,668   

Mexican Peso

   UBS Warburg      1/9/14         7,557,080         588,929         578,817         10,112   

Mexican Peso

   UBS Warburg      2/6/14         9,287,000         681,855         709,730         (27,875 ) 

Mexican Peso

   Credit Suisse First Boston      3/20/14         13,235,000         1,016,354         1,008,204         8,150   

Mexican Peso

   Credit Suisse First Boston      4/3/14         9,920,000         764,276         754,843         9,433   

Mexican Peso

   Credit Suisse First Boston      4/30/14         5,064,500         389,337         384,580         4,757   

Mexican Peso

   Morgan Stanley      4/30/14         9,040,530         689,564         686,506         3,058   

Mexican Peso

   Morgan Stanley      5/15/14         5,627,970         430,358         426,879         3,479   

Mexican Peso

   UBS Warburg      5/29/14         3,320,470         253,193         251,587         1,606   
           

 

 

    

 

 

    

 

 

 
            $ 37,439,761       $ 36,643,258       $ 796,503   
           

 

 

    

 

 

    

 

 

 

Long Contracts:

  

  

Australian Dollar

   Morgan Stanley      1/24/14         1,216,400       $ 1,080,334       $ 1,084,082       $ 3,748   

European Euro

   Brown Brothers Harriman      1/3/14         124,003         169,498         170,576         1,078   

European Euro

   Brown Brothers Harriman      1/13/14         451,300         617,931         620,801         2,870   

European Euro

   Brown Brothers Harriman      1/13/14         730,100         981,826         1,004,313         22,487   

Norwegian Krone

   Goldman Sachs      1/2/14         482,744         78,499         79,616         1,117   

Swedish Krona

   Goldman Sachs      1/2/14         552,318         84,140         85,898         1,758   
           

 

 

    

 

 

    

 

 

 
            $ 3,012,228       $ 3,045,286       $ 33,058   
           

 

 

    

 

 

    

 

 

 

 

Continued

 

19


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

At December 31, 2013, the Fund's open forward cross currency contracts were as follows:

 

Purchase/Sale    Counterparty    Amount
Purchased
   Amount Sold      Contract
Value
     Value      Net Unrealized
Appreciation/
(Depreciation)
 

European Euro/Japanese Yen

   Barclays Bank    1,027,200 EUR      145,287,168 JPY       $ 1,415,779       $ 1,448,668       $ 32,889   
           

 

 

    

 

 

    

 

 

 
            $ 1,415,779       $ 1,448,668       $ 32,889   
           

 

 

    

 

 

    

 

 

 

Centrally Cleared Credit Default Swap Agreements—Buy Protection (a)(b)

At December 31, 2013, the Fund’s open centrally cleared credit default swap agreements were as follows:

 

Underlying Instrument    Clearing Agent    Expiration
Date
   Implied
Credit
Spread at
December 31,
2013(c)
    Notional
Amount(d)
     Fixed
Rate
    Value     Premiums
Paid/
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

CDX North America High Yield Index Swap Agreement with JPMorgan Chase Bank, N.A., Series 21

   JP MORGAN CHASE    12/20/18      3.08 %    $ 3,466,000         5.00 %    $ (295,152 )    $ (237,340 )    $ (57,812 ) 
               

 

 

   

 

 

   

 

 

 
                $ (295,152 )    $ (237,340 )    $ (57,812 ) 
               

 

 

   

 

 

   

 

 

 

Centrally Cleared Credit Default Swap Agreements—Sell Protection (a)(b)

At December 31, 2013, the Fund’s open centrally cleared credit default swap agreements were as follows:

 

Underlying Instrument    Clearing Agent    Expiration
Date
   Implied
Credit
Spread at
December 31,
2013(c)
    Notional
Amount(d)
    Fixed
Rate
    Value      Premiums
Paid/
(Received)
     Unrealized
Appreciation/
(Depreciation)
 

CDX North America Investment Grade Index Swap Agreement with JPMorgan Chase Bank, N.A., Series 21

   JP MORGAN CHASE    12/20/18      0.63 %    $ (831,000 )      1.00 %    $ 14,868       $ 8,737       $ 6,131   
              

 

 

    

 

 

    

 

 

 
               $ 14,868       $ 8,737       $ 6,131   
              

 

 

    

 

 

    

 

 

 

Over-the-Counter Interest Rate Swap Agreements

At December 31, 2013, the Fund’s open over-the-counter interest rate swap agreements were as follows:

 

Pay/Receive

Floating Rate

   Floating Rate Index   

Fixed

Rate

   Expiration
Date
     Counterparty    Notional
Amount
(Local)
             Value     Unrealized
Appreciation/
(Depreciation)
 

Receive

   3-Month U.S. Dollar LIBOR BBA    0.49%      9/14/15       Deutsche Bank      560,000         USD       $ (1,455 )    $ (1,455 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    0.50%      9/17/15       JPMorgan Chase      1,490,000         USD         (4,138 )      (4,138 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    0.60%      9/17/15       Deutsche Bank      600,000         USD         (2,829 )      (2,829 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    0.49%      9/17/15       Deutsche Bank      400,000         USD         (1,031 )      (1,031 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.30%      8/17/16       Deutsche Bank      1,253,000         USD         1,024        1,024   

Pay

   3-Month U.S. Dollar LIBOR BBA    1.03%      9/27/16       Deutsche Bank      200,000         USD         (615 )      (615 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    0.83%      9/27/16       Deutsche Bank      1,150,000         USD         (5,773 )      (5,773 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.01%      9/27/16       Deutsche Bank      540,052         USD         (1,771 )      (1,771 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.50%      9/27/16       Deutsche Bank      1,700,000         USD         2,637        2,637   

Pay

   3-Month U.S. Dollar LIBOR BBA    1.46%      9/28/16       Deutsche Bank      1,600,000         USD         1,727        1,727   

Pay

   3-Month U.S. Dollar LIBOR BBA    1.00%      9/28/16       Deutsche Bank      1,350,000         USD         (4,613 )      (4,613 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.00%      9/28/16       Goldman Sachs      6,073,000         USD         (20,783 )      (20,783 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.04%      9/28/16       Deutsche Bank      1,200,000         USD         (3,641 )      (3,641 ) 

 

Continued

 

20


AZL MVP BlackRock Global Allocation Fund

Consolidated Schedule of Portfolio Investments

December 31, 2013

 

Pay/Receive

Floating Rate

   Floating Rate Index   

Fixed

Rate

   Expiration
Date
     Counterparty    Notional
Amount
(Local)
             Value     Unrealized
Appreciation/
(Depreciation)
 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.16%      9/14/18       Deutsche Bank      250,000         USD       $ (4,817 )    $ (4,817 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.19%      9/17/18       JPMorgan Chase      610,300         USD         (11,103 )      (11,103 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.13%      9/17/18       Deutsche Bank      200,000         USD         (4,204 )      (4,204 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.49%      9/17/18       Deutsche Bank      200,000         USD         (690 )      (690 ) 
                    

 

 

   

 

 

 
                     $ (62,075 )    $ (62,075 ) 
                    

 

 

   

 

 

 

Centrally Cleared Interest Rate Swap Agreements (a)

At December 31, 2013, the Fund’s centrally cleared interest rate swap agreements were as follows:

 

Pay/
Receive
Floating
Rate
   Floating Rate Index    Fixed
Rate
   Expiration
Date
     Counterparty    Notional
Amount
(Local)
             Premiums
Paid/
(Received)
     Value     Unrealized
Appreciation/
(Depreciation)
 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.78%      9/27/16       JPMorgan Chase Bank      940,000         USD       $ 11       $ 3,868      $ 3,857   

Pay

   3-Month U.S. Dollar LIBOR BBA    1.26%      9/28/16       JPMorgan Chase Bank      550,000         USD         —         (582 )      (582 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    1.05%      9/28/16       JPMorgan Chase Bank      600,000         USD         7         (1,882 )      (1,889 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    3.91%      11/13/19       JPMorgan Chase Bank      6,620,000         USD         82         (15,631 )      (15,713 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    3.92%      11/13/19       JPMorgan Chase Bank      6,620,000         USD         82         (15,033 )      (15,115 ) 
                       

 

 

   

 

 

 
                        $ (29,260 )    $ (29,442 ) 
                       

 

 

   

 

 

 

Total Return Swaps at December 31, 2013

 

Counterparty    Receive/Pay Total Return    Expiration
Date
     Notional
Amount
(Local)
             Unrealized
Appreciation/
(Depreciation)
 

Citibank NA

   KOSPI 200 Index March Futures      3/13/14         2,493,877,300         KRW       $ 34,991   

BNP Paribas SA

   NIKKEI 225 Dividend Index E-Mini March Futures      4/5/16         26,350,000         JPY         12,632   

BNP Paribas SA

   NIKKEI 225 Dividend Index E-Mini March Futures      4/5/16         26,800,000         JPY         8,358   

BNP Paribas SA

   NIKKEI 225 Dividend Index E-Mini March Futures      4/5/17         25,515,000         JPY         20,173   

BNP Paribas SA

   NIKKEI 225 Dividend Index E-Mini March Futures      4/5/17         27,805,000         JPY         27,163   
              

 

 

 
               $ 103,317   
              

 

 

 

 

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

 

(b) 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. Alternatively, the Fund as a buyer of credit protection will either (i) receive from the seller of protection an amount equal to the par value of the defaulted reference entity and deliver the reference entity to the seller or (ii) receive a net amount of equal to the par value of the defaulted reference entity less its recovery value.

 

(c) Implied credit spread, represented in absolute terms, utilized in determining the market value of the credit default swap agreements as of period end will 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 or daily 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.

 

(d) The notional amount represents the maximum potential amount the Fund could be required to make as a buyer or seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement.

 

See accompanying notes to the consolidated financial statements.

 

21


AZL MVP BlackRock Global Allocation Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investment securities, at cost

     $ 595,343,261  
    

 

 

 

Investment securities, at value*

     $ 658,143,681  

Cash

       55,436  

Segregated cash for collateral

       36,326,712  

Interest and dividends receivable

       1,525,409  

Unrealized appreciation on forward currency contracts

       989,833  

Unrealized appreciation on swap agreements

       108,705  

Receivable for capital shares issued

       1,217,362  

Receivable for investments sold

       520,573  

Receivable for variation margin on swaps

       550  

Receivable for variation margin on futures contracts

       70,383  

Reclaims receivable

       59,229  

Prepaid expenses

       7,792  
    

 

 

 

Total Assets

       699,025,665  
    

 

 

 

Liabilities:

    

Cash received as collateral for derivatives

       1,700,000  

Written options and swaptions (Premiums received $1,043,812)

       1,452,898  

Foreign currency, at value (cost $67,198)

       64,843  

Unrealized depreciation on forward currency contracts

       127,383  

Unrealized depreciation on swap agreements

       67,463  

Payable for collateral received on loaned securities

       9,409,419  

Payable for investments purchased

       3,437,396  

Payable for variation margin on futures contracts

       167,002  

Payable for variation margin on swaps

       21,879  

Manager fees payable

       455,925  

Administration fees payable

       39,851  

Distribution fees payable

       133,298  

Custodian fees payable

       77,024  

Administrative and compliance services fees payable

       5,035  

Trustee fees payable

       38  

Other accrued liabilities

       174,982  
    

 

 

 

Total Liabilities

       17,334,436  
    

 

 

 

Net Assets

     $ 681,691,229  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 597,511,389  

Accumulated net investment income/(loss)

       2,418,186  

Accumulated net realized gains/(losses) from investment transactions

       18,742,866  

Net unrealized appreciation/(depreciation) on investments

       63,018,788  
    

 

 

 

Net Assets

     $ 681,691,229  
    

 

 

 

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

       56,731,987  

Net Asset Value (offering and redemption price per share)

     $ 12.02  
    

 

 

 

 

* Includes securities on loan of $9,280,885.

Consolidated Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends

     $ 6,222,195  

Interest

       2,831,040  

Income from securities lending

       95,394  

Foreign withholding tax

       (324,935 )
    

 

 

 

Total Investment Income

       8,823,694  
    

 

 

 

Expenses:

    

Manager fees

       4,057,510  

Administration fees

       333,876  

Distribution fees

       1,185,727  

Custodian fees

       289,184  

Administrative and compliance services fees

       19,675  

Trustee fees

       49,654  

Professional fees

       50,083  

Shareholder reports

       48,003  

Other expenses

       27,172  
    

 

 

 

Total expenses before reductions

       6,060,884  

Less expenses contractually waived/reimbursed by the Manager

       (163 )

Less expenses paid indirectly

       (2,915 )
    

 

 

 

Net expenses

       6,057,806  
    

 

 

 

Net Investment Income/(Loss)

       2,765,888  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

Net realized gains (losses) on securities transactions

       10,874,677  

Net realized gains (losses) on futures contracts

       4,634,826  

Net realized gains (losses) on options contracts

       1,494,591  

Net realized gains (losses) on swap agreements

       (441,830 )

Net realized gains (losses) on forward currency contracts

       2,035,723  

Change in net unrealized appreciation/depreciation on investments

       44,442,327  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       63,040,314  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 65,806,202  
    

 

 

 
 

 

See accompanying notes to the consolidated financial statements.

 

22


Consolidated Statements of Changes in Net Assets

 

     AZL MVP BlackRock Global Allocation Fund
      For the
Year Ended
December 31, 2013
   January 10, 2012 to
December 31, 2012 (a)

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 2,765,888        $ 3,450,067  

Net realized gains/(losses) on investment transactions

       18,597,987          246,394  

Change in unrealized appreciation/depreciation on investments

       44,442,327          18,576,461  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       65,806,202          22,272,922  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       —          (3,550,788 )

From net realized gains

       (186,015 )        (390,037 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (186,015 )        (3,940,825 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       291,713,875          621,900,897  

Proceeds from dividends reinvested

       186,015          3,940,825  

Value of shares redeemed

       (2,372,363 )        (317,630,304 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       289,527,527          308,211,418  
    

 

 

      

 

 

 

Change in net assets

       355,147,714          326,543,515  

Net Assets:

         

Beginning of period

       326,543,515          —  
    

 

 

      

 

 

 

End of period

     $ 681,691,229        $ 326,543,515  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 2,418,186        $ (160,275 )
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       25,942,049          31,328,229  

Dividends reinvested

       16,360          377,112  

Shares redeemed

       (206,067 )        (725,696 )
    

 

 

      

 

 

 

Change in shares

       25,752,342          30,979,645  
    

 

 

      

 

 

 

 

(a) Period from commencement of operations.

 

See accompanying notes to the consolidated financial statements.

 

23


AZL MVP BlackRock Global Allocation Fund

Consolidated Financial Highlights

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

 

      Year Ended
December 31,
2013
  January 10, 2012
to
December 31,
2012 (a)

Net Asset Value, Beginning of Period

     $ 10.54       $ 10.00  
    

 

 

     

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

       0.05         0.11  

Net Realized and Unrealized Gains/(Losses) on Investments

       1.43         0.56  
    

 

 

     

 

 

 

Total from Investment Activities

       1.48         0.67  
    

 

 

     

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

       —         (0.12 )

Realized Gains

       — (b)       (0.01 )
    

 

 

     

 

 

 

Total Dividends

       — (b)       (0.13 )
    

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.02       $ 10.54  
    

 

 

     

 

 

 

Total Return(c)

       14.08 %       6.71 %(d)

Ratios to Average Net Assets/Supplemental Data:

        

Net Assets, End of Period (000’s)

     $ 681,691       $ 326,544  

Net Investment Income/(Loss)(e)

       0.55 %       2.01 %

Expenses Before Reductions(e)(f)

       1.21 %       2.44 %

Expenses Net of Reductions(e)

       1.21 %       2.37 %

Expenses Net of Reductions, Excluding Expenses Paid Indirectly(e)(g).

       1.21 %       2.37 %

Portfolio Turnover Rate

       40 %       119 %(d)

 

(a) Period from commencement of operations.

 

(b) Less than $0.005.

 

(c) The return includes reinvested dividends and fund level expenses, but excludes 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) Expenses net of reductions excludes expenses paid indirectly, pursuant to a “commission recapture” program, which is used to pay certain Fund Expenses. See Note 2 in Consolidated Notes to Financial Statements.

 

See accompanying notes to the consolidated financial statements.

 

24


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP BlackRock Global Allocation Fund (the “Fund”), and 10 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 (“U.S. 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 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 ex-dividend 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 year ended December 31, 2013, 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.

As of December 31, 2013, the Fund’s aggregate investment in the VIP Subsidiary was $646,563,399, representing 94.8% of the Fund’s net assets.

The VIP Subsidiary’s primary vehicle for gaining exposure to the commodities markets is through investment in the AZL Cayman Global Allocation Fund, Ltd. (the “Cayman Subsidiary”), a wholly-owned and controlled subsidiary of the VIP Subsidiary formed in the Cayman Islands, which invests primarily in commodity-related instruments.

The Fund’s operations have been consolidated with the operations of the VIP Subsidiary and the Cayman Subsidiary.

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.

Floating Rate Loans

The Fund may invest in floating rate loans, which usually take the form of loan participations and assignments. These loans are made by banks and other large financial institutions to various companies and are typically senior in the borrowing companies’ capital structure. Coupon rates are floating, not fixed and are tied to a benchmark lending rate. Loans involve a risk of loss in case of default or insolvency of the financial intermediaries who are parties to the transactions. A Fund records an investment when the borrower withdraws money and records the interest as earned.

 

25


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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, reclassification of certain market discounts, gain/loss, paydowns, and 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.

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 fair value of the securities loaned based on the previous day’s fair 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 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 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, 2013 are presented on the Fund’s Consolidated Schedule of Portfolio Investments. The average outstanding amount of securities on loan was $6.6 million for the year ended December 31, 2013.

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 $9,466 during the year ended December 31, 2013. 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.

Effective January 6, 2014, the Manager, on behalf of the Trust, requested the Fund cease participation in the program until further notice.

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.

Forward Currency Contracts 

During the year ended December 31, 2013, 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 $41.9 million as of December 31, 2013. The monthly average amount for these contracts was $51.0 million for the year ended December 31, 2013.

Futures Contracts

During the year ended December 31, 2013, 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

 

26


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

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 fair 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 $63.2 million as of December 31, 2013. The monthly average notional amount for these contracts was $31.3 million for the year ended December 31, 2013. Realized gains and losses are reported as “Net realized gains/(losses) on futures contracts” on the Consolidated Statement of Operations.

Options Contracts

The Fund may purchase or write put and call options on a security or an index of securities. During the year ended December 31, 2013, 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 options contracts” on the Consolidated Statement of Operations.

The Fund had the following transactions in purchased call and put options during the year ended December 31, 2013:

 

        Number of
Contracts
     Cost

Options outstanding at December 31, 2012

         2,952,883          $ 3,097,758  

Options purchased

         3,448,549            7,785,463  

Options exercised

         (29,067 )          (252,443 )

Options expired

         (174,871 )          (2,602,542 )

Options closed

         (2,179,757 )          (3,810,294 )
      

 

 

        

 

 

 

Options outstanding at December 31, 2013

         4,017,737          $ 4,217,942  
      

 

 

        

 

 

 

The Fund had the following transactions in written call and put options during the year ended December 31 2013:

 

        Number of
Contracts
     Premiums
Received

Options outstanding at December 31, 2012

         (82,982 )        $ (911,438 )

Options written

         (1,937,253 )          (3,474,272 )

Options exercised

         1,941            201,878  

Options expired

         260,392            685,401  

Options closed

         1,694,057            2,454,619  
      

 

 

        

 

 

 

Options outstanding at December 31 2013

         (63,845 )        $ (1,043,812 )
      

 

 

        

 

 

 

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. Swap agreements are privately negotiated in the over-the-counter (“OTC”) market and may be entered into as a bilateral contract (“OTC swaps”) or centrally cleared (“centrally cleared swaps”). The Fund may enter into swap agreements to manage its exposure to market, 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 indentified 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. For OTC swaps, payments received or made at the beginning of the measurement period are recorded as realized gain or loss upon termination or maturity of the OTC swap. A liquidation payment received or made at the termination of the OTC 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). Upon entering a centrally cleared swap, the Fund is required to deposit initial margin with the broker in the form of cash or assets determined to be liquid (the amount is subject to the clearing organization that clears the trade). Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable, as applicable, for variation margin on centrally cleared swaps.

 

27


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

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 or clearing house to perform. The counterparty risk for centrally cleared swap agreements is generally lower than for OTC swap agreements because generally a clearing organization becomes substituted for each counterparty to a centrally cleared swap agreement and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to a clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members will satisfy its obligations to the Fund.

The notional amounts reflect the extent of the total investment exposure each 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 Consolidated 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 OTC swap contracts, entered into by the Fund, through the VIP Subsidiary or Cayman Subsidiary, 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 OTC swap 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 a 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, 2013, the Fund entered into OTC 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 gross notional amount of interest rate swaps outstanding was $34.7 million as of December 31, 2013. The monthly average gross notional amount for interest rate swaps was $35.6 million for the year ended December 31, 2013.

Total return swap agreements involve commitments to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty. The gross notional amount of total return swaps outstanding was $44.2 million as of December 31, 2013. The monthly average gross notional amount for total return swaps was $13.1 million to the year ended December 31, 2013.

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, periodic, or daily 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. A 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, a 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, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

Credit default swap agreements involve greater risks than if a 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. A 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, periodic, or daily 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 any amounts owing to the Fund). In connection with credit default swaps in which a 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 a 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, 2013, 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 gross notional amount of OTC and centrally cleared credit default swaps outstanding was $4.3 million as of December 31, 2013. The monthly average gross notional amount for credit default swaps was $3.4 million for the year ended December 31, 2013.

 

28


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

Summary of Derivative Instruments

The following is a summary of the fair values of derivative instruments on the Fund's Consolidated Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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 Risk Exposure

       
Futures Contracts   Receivable for variation margin on futures contracts*   $ 820,677      Payable for variation margin on futures contracts*   $ 949,842   
Option Contracts   Investment securities, at value (purchased options)     3,025,716      Written options     1,452,898   
Total Return Swap Agreements   Unrealized appreciation on swap agreements     103,317      Unrealized depreciation on swap agreements     —   

Credit Risk Exposure

       
Credit Default Swap Agreements   Unrealized appreciation on swap agreements+     6,131      Unrealized depreciation on swap agreements+     57,812   

Interest Rate Risk

       
Interest Rate Swap Agreements   Unrealized appreciation on swap agreements+     9,245      Unrealized depreciation on swap agreements+     100,762   

Foreign Exchange Rate Risk Exposure

       
Forward Currency Contracts   Unrealized appreciation on forward currency contracts     989,833      Unrealized depreciation on forward currency contracts     127,383   

 

* 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.

 

+ For swap agreements, the amounts represent the cumulative appreciation/(depreciation) of these agreements 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 swaps.

The following is a summary of the effect of derivative instruments on the Consolidated Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

     Realized Gain (Loss) on Derivatives
Recognized as a Result from Operations
   Change in Unrealized Appreciation
(Depreciation) on Derivatives
Recognized as a Result from Operations
      Net Realized
Gains (Losses) on
Futures Contracts
   Net Realized
Gains (Losses) on
Swap Agreements
  Net Realized
Gains (Losses) on
Option Contracts
   Net Realized
Gains (Losses) on
Forward
Currency Contracts
   Change in Net Unrealized
Appreciation/Depreciation
on Investments

Equity Risk Exposure

     $ 4,634,826        $ —       $ 1,494,591        $ —        $ (877,640 )

Credit Risk Exposure

       —          (207,391 )       —          —          (53,839 )

Interest Rate Risk Exposure

       —          (234,439 )       —          —          (122,871 )

Foreign Exchange Rate Risk Exposure

       —          —         —          2,035,723          731,136  

Effective January 1, 2013, the Fund adopted Financial Accounting Standards Board Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”) which amended Accounting Standards Codification Subtopic 210-20, Balance Sheet Offsetting. ASU 2013-01 clarified the scope of ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of that entity’s financial statements to understand the effect of those arrangements on its 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 International Financial Reporting Standards. ASU 2013-01 clarifies the scope of ASU 2011-11 as applying to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset either in accordance with other requirements of U.S. GAAP or subject to an enforceable master netting arrangement or similar agreement.

The Fund is generally subject to master netting agreements that allow for amounts owed between the Fund and the counterparty to be netted. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements do not apply to amounts owed to/from different counterparties. The amounts shown in the Consolidated Statement of Assets and Liabilities do not take into consideration the effects of legally enforceable master netting agreements. The table below presents the gross and net amounts of these assets and liabilities with any offsets to reflect the Fund’s ability to reflect the master netting agreements at December 31, 2013. For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to master netting arrangements in the Consolidated Statement of Assets and Liabilities. This table also summarizes the fair values of derivative instruments on the Fund’s Consolidated Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013.

 

29


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

As of December 31, 2013, the Fund's derivative assets and liabilities by type are as follows:

 

        Assets      Liabilities

Derivative Financial Instruments:

             

Futures contracts

       $ 70,383          $ 167,002  

Forward currency contracts

         989,833            127,383  

Option contracts*

         3,025,716            1,452,898  

Swap agreements

         109,255            89,342  
      

 

 

        

 

 

 

Total derivative assets and liabilities in the Consolidated Statement of Assets and Liabilities

         4,195,187            1,836,625  

Derivatives not subject to a master netting agreement or similar agreement ("MNA")

         (271,679 )          (995,900 )
      

 

 

        

 

 

 

Total assets and liabilities subject to a MNA

       $ 3,923,508          $ 840,725  
      

 

 

        

 

 

 

 

* Includes option contracts purchased at value as reported in the Consolidated Statement of Assets and Liabilities.

The following table presents the Fund's derivative assets by counterparty net of amounts available for offset under a MNA and net of the related collateral received by the Fund as of December 31, 2013:

 

Counterparty      Derivative Assets
Subject to a MNA
by Counterparty
     Derivatives
Available
for Offset
     Non-cash
Collateral
Received*
     Cash
Collateral
Received*
     Net Amount of
Derivative
Assets

Bank of America

       $ 560,348          $ —          $ —          $ (560,348 )        $ —  

Barclays Bank

         85,255            (15,965 )          —            —            69,290  

BNP Paribas

         213,811            (70,766 )          —            —            143,045  

Citibank

         365,495            —            —            —            365,495  

Credit Suisse First Boston

         182,598            (67,507 )          —            —            115,091  

Deutsche Bank

         766,798            (241,503 )          —            (525,295 )          —  

Goldman Sachs

         936,516            (397,902 )          —            (500,000 )          38,614  

JPMorgan Chase

         230,283            (17,779 )          —            —            212,504  

Morgan Stanley

         141,287            (1,428 )          —            —            139,859  

UBS Warburg

         441,117            (27,875 )          —            —            413,242  
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

Total

       $ 3,923,508          $ (840,725 )        $ —          $ (1,585,643 )        $ 1,497,140  
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

The following table presents the Fund's derivative liabilities by counterparty net of amounts available for offset under a MNA and net of the related collateral pledged by the Fund as of December 31, 2013:

 

Counterparty      Derivative Liabilities
Subject to a MNA
by Counterparty
     Derivatives
Available
for Offset
     Non-cash
Collateral
Pledged*
     Cash
Collateral
Pledged*
     Net Amount of
Derivative
Liabilities

Barclays Bank

       $ 15,965          $ (15,965 )        $ —          $ —          $ —  

BNP Paribas

         70,766            (70,766 )          —            —            —  

Credit Suisse First Boston

         67,507            (67,507 )          —            —            —  

Deutsche Bank

         241,503            (241,503 )          —            —            —  

Goldman Sachs

         397,902            (397,902 )          —            —            —  

JPMorgan Chase

         17,779            (17,779 )          —            —            —  

Morgan Stanley

         1,428            (1,428 )          —            —            —  

UBS Warburg

         27,875            (27,875 )          —            —            —  
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

Total

       $ 840,725          $ (840,725 )        $ —          $ —          $ —  
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

 

* The actual collateral received or pledged may be in excess of the amounts shown in the table. The table only reflects collateral amounts up to the amount of the financial instrument disclosed on the Consolidated Statement of Assets and Liabilities.

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 VIP Subsidiary. Pursuant to a portfolio management agreement with BlackRock Investment Management, LLC (“BlackRock Investment”), BlackRock Investment provides investment advisory services as the Subadviser for the VIP Subsidiary 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 VIP Subsidiary. Expenses incurred by the Fund and the VIP Subsidiary 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 and the VIP Subsidiary to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, other expenditures that are capitalized in accordance with U.S. GAAP and other

 

30


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

extraordinary expenses not incurred in the ordinary course of the Fund’s and the VIP Subsidiary’s business, based on the daily net assets of the Fund and the VIP Subsidiary, through April 30, 2015.

For the year ended December 31, 2013, 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 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 year are reflected on the Consolidated Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.”

At December 31, 2013, the contractual reimbursements that are subject to repayment by the Fund in subsequent years were as follows:

 

        Expires
12/31/2016
     Total

AZL MVP BlackRock Global Allocation Fund

       $ 163          $ 163  

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 year can be found on the Consolidated Statement of Operations. During the year ended December 31, 2013, 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 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 year ended December 31, 2013, $6,515 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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.

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 Eastern Time). 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.

 

31


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

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.

The following is a summary of the valuation inputs used as of December 31, 2013 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

       $ 5,442,780          $ 6,651,399          $ —          $ 12,094,179  

Airlines

         2,211,315            982,001            —            3,193,316  

Auto Components

         2,583,479            5,521,668            —            8,105,147  

Automobiles

         4,034,690            10,393,354            —            14,428,044  

Beverages

         4,685,875            2,566,138            —            7,252,013  

Biotechnology

         5,896,984            279,737            —            6,176,721  

Building Products

         —            2,457,503            —            2,457,503  

Capital Markets

         3,377,579            2,757,763            —            6,135,342  

Chemicals

         2,589,122            11,213,503            —            13,802,625  

Commercial Banks

         7,105,070            17,289,844            —            24,394,914  

Communications Equipment

         5,765,000            105,347            —            5,870,347  

Construction & Engineering

         161,459            1,898,110            —            2,059,569  

Construction Materials

         —            330,936            —            330,936  

Diversified Consumer Services

         —            345,507            —            345,507  

Diversified Financial Services

         11,302,002            2,563,513            —            13,865,515  

Diversified Metals & Mining

         —            276,227            —            276,227  

Diversified Telecommunication Services

         2,339,457            6,665,820            —            9,005,277  

Electric Utilities

         4,018,452            1,049,171            —            5,067,623  

Electrical Equipment

         3,014,678            1,383,885            —            4,398,563  

Electronic Equipment, Instruments & Components

         182,847            3,871,151            —            4,053,998  

Energy Equipment & Services

         4,483,467            1,271,412            —            5,754,879  

Food & Staples Retailing

         1,905,899            1,010,652            —            2,916,551  

Food Products

         2,716,699            6,772,324            —            9,489,023  

Gas Utilities

         —            1,414,468            —            1,414,468  

Health Care Equipment & Supplies

         4,538,063            231,251            —            4,769,314  

Health Care Providers & Services

         15,184,467            4,971,804            —            20,156,271  

Household Durables

         —            2,498,035            —            2,498,035  

Industrial Conglomerates

         7,512,568            5,195,474            —            12,708,042  

Insurance

         10,700,711            5,622,065            —            16,322,776  

Internet Software & Services

         10,691,294            2,257,945            —            12,949,239  

IT Services

         10,420,408            2,395,485            —            12,815,893  

Machinery

         2,738,564            6,667,953            —            9,406,517  

Media

         5,794,308            1,723,564            —            7,517,872  

Metals & Mining

         6,398,530            8,089,553            —            14,488,083  

 

32


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

Investment Securities:      Level 1      Level 2      Level 3      Total

Multiline Retail

       $ 49,235          $ 497,531          $ —          $ 546,766  

Multi-Utilities

         2,693,977            1,244,958            —            3,938,935  

Oil, Gas & Consumable Fuels

         20,216,281            10,838,499            —            31,054,780  

Personal Products

         —            1,058,775            —            1,058,775  

Pharmaceuticals

         9,761,804            12,992,200            —            22,754,004  

Professional Services

         —            350,522            —            350,522  

Real Estate Investment Trusts (REITs)

         4,046,734            634,792            —            4,681,526  

Real Estate Management & Development

         1,542,940            2,940,099            —            4,483,039  

Road & Rail

         3,801,246            2,755,994            —            6,557,240  

Semiconductors & Semiconductor Equipment

         691,023            4,791,410            —            5,482,433  

Software

         10,839,956            1,140,950            —            11,980,906  

Specialty Retail

         445,528            1,665,799            —            2,111,327  

Textiles, Apparel & Luxury Goods

         1,353,968            570,373            —            1,924,341  

Trading Companies & Distributors

         1,167,701            4,657,404            —            5,825,105  

Transportation Infrastructure

         —            120,313            400,890            521,203  

Wireless Telecommunication Services

         2,464,759            3,811,543            —            6,276,302  

All Other Common Stock+

         28,659,178            —            —            28,659,178  

Preferred Stocks

                           

Auto Components

         —            —            426,443            426,443  

Commercial Banks

         3,174,740            828,458            —            4,003,198  

Diversified Financial Services

         275,196            —            —            275,196  

Machinery

         177,814            —            —            177,814  

All Other Preferred Stocks+

         —            3,869,326            —            3,869,326  

Warrant+

         —            64,868            —            64,868  

Convertible Preferred Stocks

                           

Airlines

         —            31,322            —            31,322  

Commercial Banks

         —            229,770            —            229,770  

Health Care Providers & Services

         —            350,760            —            350,760  

All Other Convertible Preferred Stocks+

         1,448,249            —            —            1,448,249  

Private Placements+

         —            3,131,103            —            3,131,103  

Convertible Bonds+

         —            12,515,523            —            12,515,523  

Floating Rate Loans+

         —            5,875,102            —            5,875,102  

Corporate Bonds

                           

Transportation Infrastructure

         —            —            504,627            504,627  

All Other Corporate Bonds+

         —            12,788,537            —            12,788,537  

Foreign Bonds+

         —            45,129,512            —            45,129,512  

Yankee Dollars+

         —            13,741,143            —            13,741,143  

U.S. Treasury Obligations

         —            116,172,246            —            116,172,246  

Purchased Swaptions

         —            283,885            —            283,885  

Purchased Options

         174,311            2,567,520            —            2,741,831  

Exchange Traded Fund

         7,380,086            —            —            7,380,086  

Securities Held as Collateral for Securities on Loan

         —            9,409,419            —            9,409,419  

Unaffiliated Investment Company

         2,867,010            —            —            2,867,010  
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 251,027,503          $ 405,784,218          $ 1,331,960          $ 658,143,681  
      

 

 

        

 

 

        

 

 

        

 

 

 

Other Financial Instruments:

                           

Futures Contracts

         (129,165 )          —            —            (129,165 )

Written Call Options

         (699,530 )          (123,415 )          —            (822,945 )

Written Put Options

         (107,489 )          (31,901 )          —            (139,390 )

Written Swaptions

         —            (490,563 )          —            (490,563 )

Forward Currency Contracts

         —            862,450            —            862,450  

Centrally Cleared Credit Default Swaps

         —            (51,681 )          —            (51,681 )

Over-the-Counter Interest Rate Swaps

         —            (62,075 )          —            (62,075 )

Centrally Cleared Interest Rate Swaps

         —            (29,442 )          —            (29,442 )

Total Return Swaps

         —            103,317            —            103,317  
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 250,091,319          $ 405,960,908          $ 1,331,960          $ 657,384,187  
      

 

 

        

 

 

        

 

 

        

 

 

 

 

+ For detailed industry descriptions, see the accompanying Consolidated Schedule of Portfolio Investments.

 

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

 

33


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

A reconciliation of assets in which level 3 inputs are used in determining fair value, along with additional quantitative disclosures, are presented when there are significant level 3 investments at the end of the period.

5. Security Purchases and Sales

For the year ended December 31, 2013, 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

       $ 434,910,170          $ 190,762,751  

For the year ended December 31, 2013, purchases and sales on long-term U.S. government securities were as follows:

 

        Purchases      Sales

AZL MVP BlackRock Global Allocation Fund

       $ 54,790,850          $ 38,248,361  

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. The illiquid restricted securities held as of December 31, 2013 are identified below.

 

Security      Acquisition
Date(a)
     Acquisition
Cost
     Shares or
Principal
Amount
     Fair
Value
     Percentage of
Net Assets
                                    

Delta Debtco, Ltd., 9.25%, 10/30/19

         10/17/12          $ 562,435          $ 571,000          $ 594,554            0.09 %

Delta Topco, Ltd.

         5/2/12            379,997            615,711            400,890            0.06 %

Delta Topco, Ltd., 10.00%, 11/24/60

         5/2/12            518,956            509,075            504,627            0.07 %

Inversiones Alsacia SA, 8.00%, 8/18/18,
Callable 2/18/15 @ 104.00

         2/1/12            346,498            408,482            296,149            0.04 %

Mobileye N.V., Series F, Preferred Shares

         8/15/13            426,443            12,219            426,443            0.06 %

Project Eagle Shell

         12/27/12            350,890            20,670            1,184,081            0.17 %

Project Eagle Shell, Class A

         2/26/13            4,089            240            13,748            0.00 %

Project Eagle Shell, Class D

         12/27/12            314,602            18,506            1,060,116            0.16 %

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

         2/7/12            300,000            400,000            201,000            0.03 %

TFS Corp., Ltd., 11.00%, 7/15/18,
Callable 7/15/15 @ 108.00

         6/6/12            409,063            425,000            437,219            0.06 %

Zeus (Cayman) II, Ltd., Series REGS, 1.02%, 8/18/16+

         1/25/12            19,100,000            20,000,000            330,943            0.05 %

 

(a) Acquisition date represents the initial purchase date of the security.

 

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

7. Investment Risks

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.

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.

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.

 

34


AZL MVP BlackRock Global Allocation Fund

Notes to the Financial Statements

December 31, 2013

 

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.

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 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 Fund 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, 2013 is $597,313,863. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

       $ 74,846,380  

Unrealized depreciation

         (14,016,562 )
      

 

 

 

Net unrealized appreciation/(depreciation)

       $ 60,829,818  
      

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL MVP BlackRock Global Allocation Fund

       $ 97,679          $ 88,336          $ 186,015  

 

(a) Total distributions paid may differ from the Consolidated 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, 2012 was as follows:

 

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

AZL MVP BlackRock Global Allocation Fund

       $ 3,940,825          $ —          $ 3,940,825  

 

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

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

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

AZL MVP BlackRock Global Allocation Fund

       $ 12,557,995          $ 10,978,699          $ —          $ 60,643,146          $ 84,179,840  

 

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales and the mark to market of unrealized appreciation on passive foreign investment companies.

9. 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.

 

35


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, 2013, the related consolidated statement of operations for the year then ended, and the consolidated statements of changes in net assets and the consolidated financial highlights for each of the periods in the two-year period then ended. 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 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 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, 2013, by correspondence with the brokers, custodian and transfer agents of the underlying funds or by other appropriate auditing procedures. 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 consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2013, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the periods in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

36


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 63.88% 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, 2013, the Fund declared net long-term capital gain distributions of $88,336.

During the year ended December 31, 2013, the Fund declared net short-term capital gain distributions of $97,679.

 

37


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.

 

38


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

39


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, 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.

 

40


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 eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

41


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

(5) 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.

 

42


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL® MVP Invesco Equity and Income Fund

Annual Report

December 31, 2013

LOGO


Table of Contents

Management Discussion and Analysis

Page 1

Expense Examples and Portfolio Composition

Page 3

Schedule of Portfolio Investments

Page 4

Statement of Assets and Liabilities

Page 5

Statement of Operations

Page 5

Statements of Changes in Net Assets

Page 6

Financial Highlights

Page 7

Notes to the Financial Statements

Page 8

Report of Independent Registered Public Accounting Firm

Page 13

Other Federal Income Tax Information

Page 14

Other Information

Page 15

Approval of Investment Advisory Agreement

Page 16

Information about the Board of Trustees and Officers

Page 18

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


AZL® 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 for the period ended December 31, 2013?

For the period ended December 31, 2013, the AZL® MVP Invesco Equity and Income Fund returned 23.88%1. That compared to a 17.73% total return for its benchmark, the Balanced Composite Index, which is comprised of an 60% weighting in the S&P 500 Index2 and a 40% weighting in the Barclays U.S. Aggregate Bond Index3.

The AZL® MVP Invesco Equity and Income 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.*

The 12 months through December 31, 2013, were characterized by steady improvement in the U.S. economy and strong U.S. equity market returns. Stocks rose during the first half of the year as consumer confidence improved based on the recovery of the U.S. housing market. However, in May, capital markets declined following U.S. Federal Reserve Chairman Ben Bernanke’s comments suggesting that the Fed would start reducing the size of its bond-buying program, known as quantitative easing (QE). This sell-off was brief but broad, and few asset classes were immune.

Markets stabilized in mid-summer and equities then rallied through the last three months of the year. In December, when the Fed officially announced plans to reduce QE in early 2014, the news was widely anticipated and largely priced into stock valuations. As a result, equities continued to rise despite the Fed’s action.

The Fund attempts to remain fully invested, and although we held an average cash position within our acceptable range during the period, cash detracted from the Fund’s relative performance in the strong equity market. Stock selection in the health care and energy sectors detracted from the Fund’s performance versus its equity benchmark. Stock selection and an underweight position in the industrials sectors—specifically, select holdings within commercial and professional services and a low exposure to transportation—also hurt relative performance.*

The Fund’s relative performance benefited from strong stock selection within the financials sector. A lack of exposure to real estate also boosted the Fund’s relative performance, as the returns for real estate industry shares were flat during the period. Stock selection and underweight positions

in the telecommunication services, consumer staples and materials sectors also helped the Fund’s relative performance.*

The fixed-income portion of the Fund’s portfolio outperformed its fixed income benchmark and was a valuable source of income, helping to dampen overall portfolio volatility. However, holding these investments reduced the Fund’s overall performance, as bonds were hurt by a rising interest-rate environment during the reporting period. An allocation to convertible bonds provided positive absolute returns while detracting from relative performance, as convertible bonds underperformed the equity benchmark.*

The underlying Fund used currency forward contracts during the reporting period to hedge currency exposure of non-U.S.-based holdings. The use of these currency forward contracts had a slight negative impact on the Fund’s performance relative to its equity benchmark during the period.*

With the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
1  The recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Because of ongoing market volatility, Fund performance may be subject to substantial short-term changes.
2  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.
3  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


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 primarily in the shares of another mutual fund managed by the manager, the AZL® Invesco Equity and Income Fund, combined with the MVP risk management process.

Investment Concerns

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

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 $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, 2013

 

     1
Year
    Since
Inception
(1/10/12)
 

AZL® MVP Invesco Equity and Income Fund

     23.88 %1      16.36 % 

Balanced Composite Index

     17.73 %      13.76 % 

S&P 500 Index

     32.39 %      22.54 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      1.09 % 

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 Ratio2

   Gross  

AZL® MVP Invesco Equity and Income Fund

     1.17 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to January 1, 2013 the Manager voluntarily reduced the management fee to 0.05%. 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, 2015. Additional information pertaining to the December 31, 2013 expense ratios can be found in the financial highlights.

 

1  The recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Because of ongoing market volatility, Fund performance may be subject to substantial short-term changes.
2  Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the other investment companies. 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 0.19%.

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


AZL MVP Invesco Equity and Income Fund

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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Invesco Equity and Income Fund

       $ 1,000.00          $ 1,103.60          $ 0.80            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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Invesco Equity and Income Fund

       $ 1,000.00          $ 1,024.45          $ 0.77            0.15 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of net assets

Domestic Equities

      94.7 %

Money Market

      0.4  
   

 

 

 

Total Investment Securities

      95.1  

Net other assets (liabilities)

      4.9  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Invesco Equity and Income Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Company (94.7%):

  

  17,996,723      AZL Invesco Equity and Income Fund    $ 283,088,456  
     

 

 

 

 

Total Affiliated Investment Company (Cost $250,472,316)

     283,088,456  
     

 

 

 

 

Unaffiliated Investment Company (0.4%):

  

  1,083,355      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00%(a)      1,083,355  
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $1,083,355)

     1,083,355  
     

 

 

 

 

Total Investment Securities (Cost $251,555,671)(b) — 95.1%

     284,171,811  

 

Net other assets (liabilities) — 4.9%

     14,664,185  
     

 

 

 

 

Net Assets — 100.0%

   $ 298,835,996  
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $14,809,635 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         48       $ 5,906,250      $ (104,364 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         96         8,837,280        313,515  
              

 

 

 

Total

               $ 209,151  
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Invesco Equity and Income Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 1,083,355  

Investments in affiliates, at cost

       250,472,316  
    

 

 

 

Total Investment securities, at cost

     $ 251,555,671  
    

 

 

 

Investments in non-affiliates, at value

     $ 1,083,355  

Investments in affiliates, at value

       283,088,456  
    

 

 

 

Total Investment securities, at value

       284,171,811  

Segregated cash for collateral

       14,809,635  

Receivable for capital shares issued

       905,397  

Receivable for variation margin on futures contracts

       30,720  
    

 

 

 

Total Assets

       299,917,563  
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       1,031,348  

Payable for variation margin on futures contracts

       8,111  

Manager fees payable

       26,359  

Administration fees payable

       4,288  

Custodian fees payable

       927  

Administrative and compliance services fees payable

       1,075  

Trustee fees payable

       8  

Other accrued liabilities

       9,451  
    

 

 

 

Total Liabilities

       1,081,567  
    

 

 

 

Net Assets

     $ 298,835,996  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 263,457,018  

Accumulated net investment income/(loss)

       1,486,998  

Accumulated net realized gains/(losses) from investment transactions

       1,066,689  

Net unrealized appreciation/(depreciation) on investments

       32,825,291  
    

 

 

 

Net Assets

     $ 298,835,996  
    

 

 

 

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

       22,403,313  

Net Asset Value (offering and redemption price per share)

     $ 13.34  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 1,736,694  
    

 

 

 

Total Investment Income

       1,736,694  
    

 

 

 

Expenses:

    

Manager fees

       167,581  

Administration fees

       53,615  

Custodian fees

       2,759  

Administrative and compliance services fees

       3,505  

Trustee fees

       8,466  

Professional fees

       8,107  

Shareholder reports

       12,328  

Other expenses

       4,187  

Recoupment of prior expense reimbursed by the Manager

       6,707  
    

 

 

 

Total expenses before reductions

       267,255  

Less expense contractually waived/reimbursed by the Manager

       (16,005 )
    

 

 

 

Net expenses

       251,250  
    

 

 

 

Net Investment Income/(Loss)

       1,485,444  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       84,778  

Net realized gains distributions from affiliated underlying funds

       1,554  

Net realized gains/(losses) on futures contracts

       968,504  

Change in net unrealized appreciation/depreciation on investments

       30,252,624  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       31,307,460  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 32,792,904  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Invesco Equity and Income Fund
      For the
Year Ended
December 31,
2013
   January 10, 2012
to
December 31,
2012 (a)

Change in Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 1,485,444        $ 760,329  

Net realized gains/(losses) on investment transactions

       1,054,836          137,114  

Change in unrealized appreciation/depreciation on investments

       30,252,624          2,572,667  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       32,792,904          3,470,110  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       —          (760,324 )

From net realized gains

       (33,714 )        (89,998 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (33,714 )        (850,322 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       188,556,214          76,704,917  

Proceeds from dividends reinvested

       33,714          850,322  

Value of shares redeemed

       (2,039,133 )        (649,016 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       186,550,795          76,906,223  
    

 

 

      

 

 

 

Change in net assets

       219,309,985          79,526,011  

Net Assets:

         

Beginning of period

       79,526,011          —  
    

 

 

      

 

 

 

End of period

     $ 298,835,996        $ 79,526,011  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 1,486,998        $ 5  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       15,181,645          7,367,776  

Dividends reinvested

       2,693          79,842  

Shares redeemed

       (167,924 )        (60,719 )
    

 

 

      

 

 

 

Change in shares

       15,016,414          7,386,899  
    

 

 

      

 

 

 

 

(a) Period from commencement of operations. 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.

 

See accompanying notes to the financial statements.

 

6


AZL MVP Invesco Equity and Income Fund

Financial Highlights

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

 

      Year Ended
December 31,
2013
  January 10, 2012
to
December 31,
2012 (a)

Net Asset Value, Beginning of Period

     $ 10.77       $ 10.00  
    

 

 

     

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

       0.07         0.10  

Net Realized and Unrealized Gains/(Losses) on Investments

       2.50         0.79  
    

 

 

     

 

 

 

Total from Investment Activities

       2.57         0.89  
    

 

 

     

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

       —         (0.10 )

Net Realized Gains

       — (b)       (0.02 )
    

 

 

     

 

 

 

Total Dividends

       — (b)       (0.12 )
    

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 13.34       $ 10.77  
    

 

 

     

 

 

 

Total Return(c)

       23.88 %       8.89 %(d)

Ratios to Average Net Assets/Supplemental Data:

        

Net Assets, End of Period (000’s)

     $ 298,836       $ 79,526  

Net Investment Income/(Loss)(e)

       0.89 %       1.82 %

Expenses Before Reductions*(e)(f)

       0.16 %       0.36 %

Expenses Net of Reductions*

       0.15 %       0.15 %

Portfolio Turnover Rate(g)

       — (h)       9 %(d)

 

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

 

(a) Period from commencement of operations. 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.

 

(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.

 

(h) Represents less than 0.5%.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Invesco Equity and Income Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 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 10 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 (“U.S. 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 trade date. However, for financial reporting purposes, investment transactions are accounted for on trade date. Net realized gains and losses on investments sold 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 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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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, reclassification of certain market discounts, gain/loss, paydowns, and 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 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 year ended December 31, 2013, 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

 

8


AZL MVP Invesco Equity and Income Fund

Notes to the Financial Statements

December 31, 2013

 

(“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 $14.7 million as of December 31, 2013. The monthly average notional amount for these contracts was $8.6 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 313,515      Payable for variation margin on futures contracts   $ —   
Interest Rate           104,364   

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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

     $ 1,007,582       $ 321,839   
Interest Rate           (39,078 )       (95,363 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 %

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, the contractual reimbursements that are subject to repayment by the Fund in subsequent years were as follows:

 

Fund    Expires
12/31/2015
   Expires
12/31/2016
     Total

AZL MVP Invesco Equity and Income Fund

     $ 11,712        $ 16,005          $ 27,717  

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, 2013, there were no voluntary waivers.

 

9


AZL MVP Invesco Equity and Income Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

      Fair Value
12/31/12
  

Purchases

at Cost

   Proceeds from
Sales
  Net
Realized
Gain(Loss)
   Change in
Unrealized
Appreciation/
Depreciation
   Fair Value
12/31/13
   Dividend
Income

AZL Invesco Equity and Income Fund

     $ 75,294,417        $ 178,335,800        $ (652,687 )     $ 84,778        $ 30,026,148        $ 283,088,456        $ 1,736,694  
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

      

 

 

      

 

 

 
     $ 75,294,417        $ 178,335,800        $ (652,687 )     $ 84,778        $ 30,026,148        $ 283,088,456        $ 1,736,694  
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

      

 

 

      

 

 

 

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, 2013, $2,067 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


AZL MVP Invesco Equity and Income Fund

Notes to the Financial Statements

December 31, 2013

 

The following is a summary of the valuation inputs used as of December 31, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 283,088,456          $ —          $ 283,088,456  

Unaffiliated Investment Company

         1,083,355            —            1,083,355  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 284,171,811          $ —          $ 284,171,811  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         209,151            —            209,151  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 284,380,962          $ —          $ 284,380,962  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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

       $ 178,335,800          $ 652,687  

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 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 Fund 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, 2013 is $251,559,575. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

    $ 32,616,140  

Unrealized depreciation

      (3,904 )
   

 

 

 

Net unrealized appreciation/(depreciation)

    $ 32,612,236  
   

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

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

AZL MVP Invesco Equity and Income Fund

       $ 13,495          $ 20,219          $ 33,714  

 

(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, 2012 was 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.

 

11


AZL MVP Invesco Equity and Income Fund

Notes to the Financial Statements

December 31, 2013

 

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

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

AZL MVP Invesco Equity and Income Fund

       $ 1,964,977          $ 801,765          $ —          $ 32,612,236          $ 35,378,978  

 

(a) The difference 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, 2013, 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 financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL MVP Invesco Equity and Income Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2013, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods in the two-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, 2013, by correspondence with the brokers, 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, 2013, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the periods in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 65.31% 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, 2013, the Fund declared net long-term capital gain distributions of $20,219.

During the year ended December 31, 2013, the Fund declared net short-term capital gain distributions of $13,491.

 

14


Other Information (Unaudited)

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

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

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

 

15


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

16


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY
Peggy L. Ettestad, Age 56
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   41   Luther College
Roger Gelfenbien, Age 70
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)
Claire R. Leonardi, Age 58
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks
Dickson W. Lewis, Age 65
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None
Peter W. McClean, Age 69
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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI
Arthur C. Reeds III, Age 69
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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None
Brian Muench, Age 43
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

18


Officers

 

Name, Address, and Age    Positions
Held with
VIP and VIP
FOF Trust
   Term of
Office(2)/Length
of Time Served
   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.
These Funds are not FDIC Insured.    ANNRPT1213 2/14


AZL® MVP Franklin Templeton

Founding Strategy Plus Fund

Annual Report

December 31, 2013

LOGO


Table of Contents

 

Management Discussion and Analysis

Page 1

 

Expense Examples and Portfolio Composition

Page 3

 

Schedule of Portfolio Investments

Page 4

 

Statement of Assets and Liabilities

Page 5

 

Statement of Operations

Page 5

 

Statements of Changes in Net Assets

Page 6

 

Financial Highlights

Page 7

 

Notes to the Financial Statements

Page 8

 

Report of Independent Registered Public Accounting Firm

Page 13

 

Other Federal Income Tax Information

Page 14

 

Other Information

Page 15

 

Approval of Investment Advisory Agreement

Page 16

 

Information about the Board of Trustees and Officers

Page 18

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


AZL® 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 for period ended December 31, 2013?

For the period ended December 31, 2013, the AZL® MVP Franklin Templeton Founding Strategy Plus Fund returned 17.79%. That compared to a 17.73% 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 Franklin Templeton Founding Strategy Plus 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.

 

•   Templeton Growth Strategy

 

•   Franklin Mutual Shares Strategy

 

•   Franklin Income Strategy

 

•   Templeton Global Bond Strategy

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.

Financial markets and the global economy progressed in 2013 due to the stabilization of key financial institutions and declining equity correlations, which allowed investors to refocus on fundamentals. In the United States, economic growth and employment trends exceeded expectations throughout the period. The Federal Reserve Bank announced late in the year that it would reduce its bond-purchasing program. Abroad, the Eurozone emerged from recession during the second half of the year, and Japan set an inflation target and established new monetary policies aimed at achieving that goal. Though emerging market equities and regional currencies depreciated during the period, they rallied at the year’s end.

The Fund benefited in absolute terms from its component funds’ holdings in the financials, industrials, and consumer discretionary sectors. However, select positions in telecommunications did detract from the Fund’s absolute return.*

Strong stock selection, specifically in the industrials and information technology sectors, helped boost the Fund’s performance relative to its benchmark. An underweighting and stock selection in the materials sector, also improved the relative return. European, U.S., and Japanese stock shares contributed positively as well. The Franklin Mutual Shares Strategy Fund’s investments in a mobile telephone operating company, a global software firm, and a managed healthcare company also aided the Fund’s relative performance.*

The Fund’s relative performance was hindered by the Templeton Growth Strategy Fund’s stock selection in the telecommunication services sector, and an overweight position in the energy sector.*

Additionally, an overweighting in Asia, with the exception of Japan, was detrimental to the Fund’s relative return. The Franklin Mutual Shares Strategy Fund’s holdings in an integrated energy company, a metals and mining group and a heavy equipment manufacturer also detracted from the Fund’s relative performance.*

Some of the underlying funds employed currency positions during the period, to varying effect. For instance, the Franklin Mutual Shares Strategy Fund held currency forwards with the goal of hedging the currency risk of the Fund’s non-U.S. dollar investments. The hedges had a small negative effect on the Fund’s performance. In addition, the Templeton Global Bond Strategy Fund’s currency positioning in Asia, and especially its net negative exposure to the Japanese yen, contributed to the Fund’s performance.*

With the generally low volatility environment for most of 2013, the MVP risk management process worked as intended and had very little impact on the Fund’s equity exposure or 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, 2013.
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


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 primarily in shares of another mutual fund managed by the manager, the AZL® Franklin Templeton Founding Strategy Plus Fund, combined with the MVP risk management process.

Investment Concerns

The Fund invests in an underlying fund, so its investment performance is directly related to the performance of that underlying fund. Before investing, investors should assess the risks associated with and types of investments made by of the underlying fund 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 fuctuations 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 fuctuate, 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 $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, 2013

 

     1
Year
    Since
Inception
(4/30/12)
 

AZL® MVP Franklin Templeton Founding Strategy Plus Fund

     17.79 %      14.69 % 

Balanced Composite Index

     17.73 %      12.50 % 

S&P 500 Index

     32.39 %      20.93 % 

Barclays U.S. Aggregate Bond Index

     -2.02 %      0.41 % 

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

     1.29 % 

The above expense ratio is based on the current Fund prospectus dated April 29, 2013. Prior to January 1, 2013 the Manager voluntarily reduced the management fee to 0.05%. 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, 2015. Additional information pertaining to the December 31, 2013 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 other investment companies. 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


AZL MVP Franklin Templeton Founding Strategy Plus Fund

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 each table do not reflect expenses that apply to the subaccount or the insurance contract. If the expenses that apply to the subaccount of the insurance contract 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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Franklin Templeton Founding Strategy Plus Fund

       $ 1,000.00          $ 1,113.30          $ 0.80            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
7/1/13
     Ending
Account Value
12/31/13
     Expenses Paid
During Period
7/1/13 - 12/31/13*
     Annualized
Expense Ratio
During Period
7/1/13 - 12/31/13

AZL MVP Franklin Templeton Founding Strategy Plus Fund

       $ 1,000.00          $ 1,024.45          $ 0.77            0.15 %

 

* Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by 184/365 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      94.9 %

Money Market

      0.1  
   

 

 

 

Total Investment Securities

      95.0  

Net other assets (liabilities)

      5.0  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Franklin Templeton Founding Strategy Plus Fund

Schedule of Portfolio Investments

December 31, 2013

 

Shares            Fair Value  

 

Affiliated Investment Company (94.9%):

  
  13,999,852       AZL Franklin Templeton Founding Strategy Plus Fund    $ 194,037,955   
     

 

 

 

 

Total Affiliated Investment Company (Cost $178,075,451)

     194,037,955   
     

 

 

 

 

Unaffiliated Investment Company (0.1%):

  
  220,557       Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.00% (a)      220,557   
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $220,557)

     220,557   
     

 

 

 

 
 

Total Investment Securities
(Cost $178,296,008)(b) — 95.0%

     194,258,512   

 

Net other assets (liabilities) — 5.0%

     10,259,275   
     

 

 

 

 

Net Assets — 100.0%

   $ 204,517,787   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2013.

 

(a) The rate represents the effective yield at December 31, 2013.

 

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

Futures Contracts

Cash of $10,173,622 has been segregated to cover margin requirements for the following open contracts as of December 31, 2013:

 

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

U.S. Treasury 10-Year Note March Futures

     Long         3/20/14         33       $ 4,060,547       $ (71,773 ) 

S&P 500 Index E-Mini March Futures

     Long         3/21/14         66         6,075,630         216,366   
              

 

 

 

Total

               $ 144,593   
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Franklin Templeton Founding Strategy Plus Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

Assets:

    

Investments in non-affiliates, at cost

     $ 220,557  

Investments in affiliates, at cost

       178,075,451  
    

 

 

 

Total Investment securities, at cost

     $ 178,296,008  
    

 

 

 

Investments in non-affiliates, at value

     $ 220,557  

Investments in affiliates, at value

       194,037,955  
    

 

 

 

Total Investment securities, at value

       194,258,512  

Segregated cash for collateral

       10,173,622  

Receivable for capital shares issued

       309,061  

Receivable for variation margin on futures contracts

       21,103  
    

 

 

 

Total Assets

       204,762,298  
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       211,096  

Payable for variation margin on futures contracts

       5,533  

Manager fees payable

       16,425  

Administration fees payable

       4,270  

Custodian fees payable

       174  

Administrative and compliance services fees payable

       740  

Other accrued liabilities

       6,273  
    

 

 

 

Total Liabilities

       244,511  
    

 

 

 

Net Assets

     $ 204,517,787  
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 184,400,883  

Accumulated net investment income/(loss)

       2,465,858  

Accumulated net realized gains/(losses) from investment transactions

       1,543,949  

Net unrealized appreciation/(depreciation) on investments

       16,107,097  
    

 

 

 

Net Assets

     $ 204,517,787  
    

 

 

 

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

       16,507,304  

Net Asset Value (offering and redemption price per share)

     $ 12.39  
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2013

 

Investment Income:

    

Dividends from affiliates

     $ 2,234,316  
    

 

 

 

Total Investment Income

       2,234,316  
    

 

 

 

Expenses:

    

Manager fees

       117,569  

Administration fees

       53,104  

Custodian fees

       1,946  

Administrative and compliance services fees

       2,398  

Trustee fees

       5,678  

Professional fees

       5,504  

Shareholder reports

       8,942  

Other expenses

       3,147  

Recoupment of prior expense reimbursed by the Manager

       2,360  
    

 

 

 

Total expenses before reductions

       200,648  

Less expense contractually waived/reimbursed by the Manager

       (24,263 )
    

 

 

 

Net expenses

       176,385  
    

 

 

 

Net Investment Income/(Loss)

       2,057,931  
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       430,803  

Net realized gains distributions from affiliated underlying funds

       950,268  

Net realized gains/(losses) on futures contracts

       670,980  

Change in net unrealized appreciation/depreciationon investments

       14,414,871  
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       16,466,922  
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 18,524,853  
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Franklin Templeton
Founding Strategy Plus Fund
      For the
Year Ended
December 31,
2013
   April 30, 2012
to
December 31,
2012(a)

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 2,057,931        $ 531,017  

Net realized gains/(losses) on investment transactions

       2,052,051          58,027  

Change in unrealized appreciation/depreciation on investments

       14,414,871          1,692,226  
    

 

 

      

 

 

 

Change in net assets resulting from operations

       18,524,853          2,281,270  
    

 

 

      

 

 

 

Dividends to Shareholders:

         

From net investment income

       —          (531,020 )

From net realized gains

       (17,003 )        (141,196 )
    

 

 

      

 

 

 

Change in net assets resulting from dividends to shareholders

       (17,003 )        (672,216 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       152,201,330          48,319,984  

Proceeds from dividends reinvested

       17,003          672,216  

Value of shares redeemed

       (10,854,959 )        (5,954,691 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       141,363,374          43,037,509  
    

 

 

      

 

 

 

Change in net assets

       159,871,224          44,646,563  

Net Assets:

         

Beginning of period

       44,646,563          —  
    

 

 

      

 

 

 

End of period

     $ 204,517,787        $ 44,646,563  
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 2,465,858        $ —  
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       13,252,470          4,756,556  

Dividends reinvested

       1,456          64,450  

Shares redeemed

       (990,777 )        (576,851 )
    

 

 

      

 

 

 

Change in shares

       12,263,149          4,244,155  
    

 

 

      

 

 

 

 

(a) Period from commencement of operations. 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.

 

See accompanying notes to the financial statements.

 

6


AZL MVP Franklin Templeton Founding Strategy Plus Fund

Financial Highlights

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

 

      Year Ended
December 31,
2013
  April 30, 2012
to
December 31,
2012(a)

Net Asset Value, Beginning of Period.

     $ 10.52       $ 10.00  
    

 

 

     

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

       0.12         0.13  

Net Realized and Unrealized

        

Gains/(Losses) on Investments

       1.75         0.56  
    

 

 

     

 

 

 

Total from Investment Activities

       1.87         0.69  
    

 

 

     

 

 

 

Dividends to Shareholders From:

        

Net Investment Income

       —         (0.13 )

Net Realized Gains

       — (b)       (0.04 )
    

 

 

     

 

 

 

Total Dividends

       — (b)       (0.17 )
    

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.39       $ 10.52  
    

 

 

     

 

 

 

Total Return(c)

       17.79 %       6.87 %(d)

Ratios to Average Net Assets/Supplemental Data:

        

Net Assets, End of Period (000’s)

     $ 204,518       $ 44,647  

Net Investment Income/(Loss)(e)

       1.75 %       3.46 %

Expenses Before Reductions* (e)(f)

       0.17 %       0.48 %

Expenses Net of Reductions*(e)

       0.15 %       0.15 %

Portfolio Turnover Rate(g)

       9 %       34 %(d)

 

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

 

(a) Period from commencement of operations. 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.

 

(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 ratios 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


AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Financial Statements

December 31, 2013

 

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 11 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 10 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 (“U.S. 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 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 ex-dividend date except in the case of foreign securities, in which case dividends are recorded as soon as such information becomes available.

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 is determined in accordance with federal income tax regulations, which may differ from U.S. 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, reclassification of certain market discounts, gain/loss, paydowns, and 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 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.

 

8


AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Financial Statements

December 31, 2013

 

Futures Contracts

During the year ended December 31, 2013, 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 $10.1 million as of December 31, 2013. The monthly average notional amount for these contracts was $6.0 million for the year ended December 31, 2013. 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 values of derivative instruments on the Fund’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2013:

 

   

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   $ 216,366      Payable for variation margin on futures contracts   $ —   
Interest Rate       —          71,773   

 

* 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 Statement of Operations, categorized by risk exposure, for the year ended December 31, 2013:

 

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      $ 693,581       $ 221,139   
Interest Rate           (22,601 )       (67,662 ) 

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 U.S. 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, 2015. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2013, 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 %

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 year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.” At December 31, 2013, the contractual reimbursements that are subject to repayment by the Fund in subsequent years were as follows:

 

Fund      Expires
12/31/2015
     Expires
12/31/2016
     Total

AZL MVP Franklin Templeton Founding Strategy Plus Fund

       $ 7,308          $ 24,263          $ 31,571  

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, 2013, there were no voluntary waivers.

 

9


AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Financial Statements

December 31, 2013

 

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, 2013, 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. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2013 is as follows:

 

     

Fair Value

12/31/12

   Purchases
at Cost
   Proceeds from
Sales
  Net
Realized
Gain(Loss)
   Change in
Unrealized
Appreciation/
Depreciation
  

Fair Value

12/31/13

   Dividend
Income

AZL Franklin Templeton Founding Strategy Plus Fund

     $ 41,482,337        $ 147,610,700        $ (9,747,279 )     $ 430,803        $ 14,261,394        $ 194,037,955        $ 2,234,316  
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

      

 

 

      

 

 

 
     $ 41,482,337        $ 147,610,700        $ (9,747,279 )     $ 430,803        $ 14,261,394        $ 194,037,955        $ 2,234,316  
    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

      

 

 

      

 

 

 

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 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.

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, 2013, $1,418 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 $139,000 annual Board retainer. In addition, 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, 2013, actual Trustee compensation was $973,000 in total for both trusts.

At a meeting of the Board of Trustees on December 4, 2013, the Trustees approved a fee increase to the Officers and Trustees who are paid a fee for their services to the Trust and to the Allianz Variable Insurance Products Trust. Effective January 1, 2014, each non-interested Trustee will receive a $163,000 annual retainer.

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 Eastern Time). 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, 2013, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Financial Statements

December 31, 2013

 

The following is a summary of the valuation inputs used as of December 31, 2013 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total

Affiliated Investment Companies

       $ 194,037,955          $ —          $ 194,037,955  

Unaffiliated Investment Company

         220,557            —            220,557  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         194,258,512            —            194,258,512  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         144,593            —            144,593  
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 194,403,105          $ —          $ 194,403,105  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2013, 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

       $ 147,610,700          $ 9,747,279  

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 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 Fund 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, 2013 is $178,429,047. The gross unrealized appreciation/ (depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 15,962,504  

Unrealized depreciation

    (133,039 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 15,829,465   
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2013 were as follows:

 

        Ordinary
Income
     Net
Long-Term
Capital Gains
    

Total

Distributions(a)

AZL MVP Franklin Templeton Founding Strategy Plus Fund

       $ 417          $ 16,586          $ 17,003  

 

(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, 2012 was 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.

 

11


AZL MVP Franklin Templeton Founding Strategy Plus Fund

Notes to the Financial Statements

December 31, 2013

 

As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:

 

       

Undistributed

Ordinary

Income

    

Undistributed

Long-Term

Capital Gains

    

Accumulated

Capital and

Other Losses

    

Unrealized

Appreciation/

(Depreciation)(a)

    

Total

Accumulated

Earnings/
(Deficit)

AZL MVP Franklin Templeton Founding Strategy Plus Fund

       $ 2,795,635          $ 1,491,804          $ —          $ 15,829,465          $ 20,116,904  

 

(a) The difference 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, 2013, 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 financial statements were issued, for purposes of recognition or disclosure in these financial statements and there are no subsequent events to report.

 

12


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees of

Allianz Variable Insurance Products Fund of Funds Trust:

We have audited the accompanying statement of assets and liabilities of AZL MVP Franklin Templeton Founding Strategy Plus Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2013, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods in the two-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, 2013, by correspondence with the brokers, 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, 2013, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the periods in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 25, 2014

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2013, 21.38% 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, 2013, the Fund declared net long-term capital gain distributions of $16,586.

During the year ended December 31, 2013, the Fund declared net short-term capital gain distributions of $417.

 

14


Other Information (Unaudited)

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

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

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

 

15


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, 2015.

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 MVP Fusion Conservative, Balanced, Moderate and Growth Funds), pursuant to an agreement between the Manager and Wilshire. Wilshire serves as a consultant to the Manager with respect to selecting the Fusion Permitted Underlying Investments and the Fund’s asset allocations among the Permitted Underlying Investments. The Manager, not any Fund, pays a consultant fee to Wilshire. Wilshire began serving in its capacity as a consultant beginning January 1, 2010.

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

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

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

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

The Board considered and weighed these circumstances in light of its experience in governing the Trust, and is assisted in its deliberations by the advice of legal counsel to the Independent Trustees. In this regard, the Board requests and receives a significant amount of information about the Funds and the Manager. Some of this information is provided at each regular meeting of the Board; additional information is provided in connection with the particular meeting or meetings at which the 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 and volatility management 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 2013. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 16, 2013, and at an “in person” Board of Trustees meeting held October 22, 2013. The Agreement was approved at the Board meeting of October 22, 2013. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2015. 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.

 

16


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 2013 contract review process, Trustees received extensive information on the performance results of the Funds. (Of the 11 Funds, five did not have at least 12 months of performance history.) Historical performance information of at least three years was available for each of the AZL MVP Fusion Conservative, AZL MVP Fusion Balanced, AZL MVP Fusion Moderate and AZL MVP Fusion 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 and volatility management strategies (the volatility management strategy was modified to incorporate a volatility cap in the second quarter of 2013), 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 meetings held September 10-11, 2013, the Manager reported that for the three year period ended June 30, 2013, the AZL MVP Fusion Conservative, Balanced, Growth and Moderate Funds ranked in the 35th, 85th, 86th and 95th percentiles respectively, in their peer groups, and for the one year ended June 30, 2013 they ranked in the 31st, 78th, 53rd and 84th percentiles, respectively. For the three year period ended June 30, 2013, the AZL Balanced Index Strategy and AZL Growth Index Strategy Funds ranked in the 54th and 26th percentiles of their peer groups, respectively, and for the one year ended June 30, 2013 they ranked in the 66th and 20th percentiles respectively.

At the Board of Trustees meeting held October 22, 2013, 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 MVP Fusion Funds the advisory fee paid put these Funds in the 25th percentile of the customized peer group. The Manager reported that for the Index Strategy Funds the advisory fee paid put them in the 35th 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 2011 through June 30, 2013. 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, 2013 were approximately $7.5 billion and that the largest Fund, the AZL MVP Fusion Moderate Fund, had assets of approximately $2.4 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, 2014, and will at that time, or prior thereto, consider: (a) the extent to which economies of scale can be realized, and (b) whether the advisory fee should be modified to reflect such economies of scale, if any.

 

17


Information about the Board of Trustees and Officers (Unaudited)

The Trust is managed by the Trustees in accordance with the laws of the state of Delaware governing business trusts. There are currently eight Trustees, two of whom are “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held 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   Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to 2012; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; Expert Witness, Massachusetts Department of Revenue, 2011 to 2012; Executive Vice President, Northstar Companies, 2002 to 2005; Senior Officer, Citibank and Citicorp for over 25 years   41   Argus Group Holdings; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; and Bank of Bermuda NY

Peggy L. Ettestad, Age 56

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   41   Luther College

Roger Gelfenbien, Age 70

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   41   Virtus Funds
(8 Funds)

Claire R. Leonardi, Age 58

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Connecticut Innovations, Inc., 2012 to present; General Partner, Fairview Capital, L.P., 1994 to 2012   41   The Natural History Museum of the Adirondacks

Dickson W. Lewis, Age 65

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; Consultant to Lifetouch National School Studios; Vice President/General Manager, Yearbooks & Canada-Lifetouch National School Studios, 2006 to 2013; Vice President/General Manager of Jostens, Inc., 2002 to 2006; Senior Vice President of Fortis Group, 1997 to 2002   41   None

Peter W. McClean, Age 69

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   41   PNMAC Opportunity Fund; Northeast Bank; and FHI

Arthur C. Reeds III, Age 69

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   41   Connecticut Water Service, Inc.

Interested Trustees(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, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   41   None

Brian Muench, Age 43

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 6/11   President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present; Vice President, Advisory Management, Allianz Investment Management LLC from December 2005 to November 2010   41   None

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

VIP and VIP

FOF Trust

  

Term of

Office(2)/Length

of Time Served

   Principal Occupation(s) During Past 5 Years

Brian Muench, Age 43

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 68

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 47

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.

Christopher R. Pheiffer, Age 45(4)

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(5) and Anti-Money Laundering Compliance Officer    Since 2/14
(interim)
   Deputy Chief Compliance Officer of the Trusts, 2007-2014.

 

(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) Stephen G. Simon, previously the Chief Compliance Officer of the Trusts, resigned all of his positions with Allianz effective February 21, 2014. Mr. Pheiffer, previously the Deputy Chief Compliance Officer of the Trusts, has been named Chief Compliance Officer of the Trusts on an interim basis while a search for a permanent replacement is conducted.

 

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

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1213 2/14


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.

 

          2013      2012  

(a)

   Audit Fees    $ 131,500       $ 123,500   

(b)

   Audit-Related Fees    $ 13,500       $ 5,500   

Audit-related fees for both years relate to the consent issuance in two Form N-14 filings and the review of the annual registration statement filed with the Securities and Exchange Commission (“SEC”).

 

          2013      2012  

(c)

   Tax Fees    $ 28,925       $ 32,045   

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.

 

          2013      2012  

(d)

   All Other Fees    $ 0       $ 0   

4(e)(1)

The Audit Committee (“Committee”) of the Registrant is responsible for pre-approving all audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Before the Registrant engages the independent auditor to render a service, the engagement must be either specifically approved by the Committee or entered into pursuant to the pre-approval policy. The Committee may delegate preapproval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Committee at its next scheduled meeting. The Committee may not delegate to management the Committee’s responsibilities to pre-approve services performed by the independent auditor. The Committee has delegated pre-approval authority to its Chairman for any services not exceeding $10,000.

4(e)(2)

During the previous two fiscal years, the Registrant did not receive any non-audit services pursuant to a waiver from the audit committee approval or pre-approval requirement under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

4(f)

Not applicable

4(g)

 

    2013    2012  
  $42,425    $ 37,545   

4(h)

Not applicable


Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) The Schedule of Investments as of the close of the reporting period are included as part of the report to shareholders filed under Item 1 of the Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)   Allianz Variable Insurance Products Fund of Funds Trust                                         

 

By (Signature and Title)    /s/ Brian Muench                                                                                        
   Brian Muench, President  

Date February 27, 2014

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 27, 2014                              
By (Signature and Title)   

/s/ Ty Edwards

   Ty Edwards, Treasurer  
Date February 27, 2014