N-CSR 1 d335994dncsr.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., 4400 Easton Commons, Suite 200, Columbus, OH 43219-8000

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 800-624-0197

Date of fiscal year end: December 31

Date of reporting period: December 31, 2016

 

 

 


Item 1. Reports to Stockholders.


AZL® Balanced Index Strategy Fund

Annual Report

December 31, 2016

 

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, 2016?

For the year ended December 31, 2016, the AZL® Balanced Index Strategy Fund (the “Fund”) had a total return of 6.75%. That compared to a 11.96%, 2.65% and 7.28% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Balanced Composite Index1, respectively.

The 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 Index2, the S&P 600 Index3 and the MSCI EAFE Index4, 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 that of the Bloomberg Barclays Capital 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.*

Overall, 2016 brought a favorable economic backdrop for stocks. Major equity categories posted gains during the period under review, as U.S. economic growth remained steady, corporate earnings in most sectors proved robust, central banks in many major economies continued to pursue accommodative strategies, and merger activity increased. Even so, the path of equity returns was not linear. For example, global markets declined sharply following Britain’s June vote to leave the European Union, but stocks recovered quickly. Meanwhile, U.S. equities posted particularly strong gains during a year-end rally after Donald Trump’s victory in the U.S. presidential election. The S&P 500 gained 11.96% during the period while the MSCI EAFE, burdened in part by the impact of a strengthening dollar, rose 1.00%.

Fixed-income markets were generally positive during the period under review. The Federal Reserve raised the federal funds rate for the second time in a decade and indicated that more rate hikes are likely in 2017. Spreads between U.S. Treasuries and corporate bonds tightened during the year, as investors searched for higher yields. The Bloomberg Barclays U.S. Aggregate Bond Index gained 2.65% during the period under review.

The Fund underperformed its composite benchmark for the period under review. The underperformance was primarily driven by the Fund’s strategic allocation to international equity markets, which broadly lagged domestic stocks during the period. The underlying fixed-income portfolio also lagged its benchmark during the period, which further weighed on the Fund’s relative performance against the composite benchmark.*

 

The Fund’s allocations to small- and mid-cap U.S. equities, however, contributed positively to relative returns as they collectively outperformed the larger stocks found in the S&P 500 Index. The S&P 400 Index gained 20.74% during the period while the S&P 600 Index rose 26.56%.*

 

 

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, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
3  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.
4  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 Index Strategy 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.

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.

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

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, 2016

 

     1
Year
    3
Year
    5
Year
    Since
Inception
(7/10/09)
 

AZL® Balanced Index Strategy Fund

     6.75 %      4.25 %      7.13 %      8.38 % 

S&P 500 Index

     11.96 %      8.87 %      14.66 %      15.74 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.23 %      3.77 % 

Balanced Composite Index

     7.28 %      6.00 %      8.44 %      9.90 % 

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 Ratio

   Gross  

AZL® Balanced Index Strategy Fund

     0.70 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.08%.

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 the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Balanced Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (50%) S&P 500 and (50%) Bloomberg Barclays U.S. Aggregate Bond Index. 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL Balanced Index Strategy Fund

    $ 1,000.00          $ 1,027.60          $ 0.41            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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL Balanced Index Strategy Fund

    $ 1,000.00          $ 1,024.73          $ 0.41            0.08 %

 

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      48.8 %

Domestic Equities

      38.5  

International Equities

      12.7  
   

 

 

 

Total Investment Securities

      100.0  

Net other assets (liabilities)

      — ^
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%.

 

3


AZL Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares    Fair Value  

 

Affiliated Investment Companies (100.0%):

  

  20,027,501       AZL Enhanced Bond Index Fund    $ 213,693,435   
  3,942,947       AZL International Index Fund, Class 2      55,595,556   
  1,618,162       AZL Mid Cap Index Fund, Class 2      34,709,583   
  8,178,042       AZL S&P 500 Index Fund, Class 2      114,983,267   
  1,364,053       AZL Small Cap Stock Index Fund, Class 2      19,410,475   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $365,875,172)

     438,392,316   
  

 

 

 

 

Total Investment Securities
(Cost $365,875,172)(a) — 100.0%

     438,392,316   

 

Net other assets (liabilities) — 0.0%

     (92,188 ) 
  

 

 

 

 

Net Assets — 100.0%

   $ 438,300,128   
  

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

(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, 2016

 

Assets:

    

Investments in affiliates, at cost

     $ 365,875,172
    

 

 

 

Investments in affiliates, at value

     $ 438,392,316

Interest and dividends receivable

       7

Receivable for affiliated investments sold

       15,960

Prepaid expenses

       2,478
    

 

 

 

Total Assets

       438,410,761
    

 

 

 

Liabilities:

    

Cash overdraft

       12,088

Payable for capital shares redeemed

       57,318

Manager fees payable

       18,619

Administration fees payable

       4,782

Custodian fees payable

       1,015

Administrative and compliance services fees payable

       1,243

Trustee fees payable

       944

Other accrued liabilities

       14,624
    

 

 

 

Total Liabilities

       110,633
    

 

 

 

Net Assets

     $ 438,300,128
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 337,170,922

Accumulated net investment income/(loss)

       9,832,388

Accumulated net realized gains/(losses) from investment transactions

       18,779,674

Net unrealized appreciation/(depreciation) on investments

       72,517,144
    

 

 

 

Net Assets

     $ 438,300,128
    

 

 

 

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

       27,836,662

Net Asset Value (offering and redemption price per share)

     $ 15.75
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 8,364,785

Dividends

       2,814
    

 

 

 

Total Investment Income

       8,367,599
    

 

 

 

Expenses:

    

Manager fees

       219,461

Administration fees

       54,461

Custodian fees

       1,915

Administrative and compliance services fees

       7,401

Trustee fees

       25,128

Professional fees

       18,807

Shareholder reports

       12,387

Other expenses

       8,979
    

 

 

 

Total expenses

       348,539
    

 

 

 

Net Investment Income/(Loss)

       8,019,060
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       584,036

Net realized gains distributions from affiliated underlying funds

       21,154,188

Change in net unrealized appreciation/depreciation on investments

       (1,251,752 )
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       20,486,472
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 28,505,532
    

 

 

 
 

 

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,
2016
   For the
Year Ended
December 31,
2015

Change in Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 8,019,060      $ 9,500,793

Net realized gains/(losses) on investment transactions

       21,738,224        9,924,533

Change in unrealized appreciation/depreciation on investments

       (1,251,752 )        (19,559,324 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       28,505,532        (133,998 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (11,827,600 )        (4,617,163 )

From net realized gains

       (7,976,603 )        (8,184,855 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (19,804,203 )        (12,802,018 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       30,164,569        46,025,398

Proceeds from dividends reinvested

       19,804,203        12,802,018

Value of shares redeemed

       (52,905,698 )        (52,006,249 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       (2,936,926 )        6,821,167
    

 

 

      

 

 

 

Change in net assets

       5,764,403        (6,114,849 )

Net Assets:

         

Beginning of period

       432,535,725        438,650,574
    

 

 

      

 

 

 

End of period

     $ 438,300,128      $ 432,535,725
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 9,832,388      $ 11,827,596
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       1,926,476        2,880,212

Dividends reinvested

       1,277,690        837,828

Shares redeemed

       (3,384,739 )        (3,264,041 )
    

 

 

      

 

 

 

Change in shares

       (180,573 )        453,999
    

 

 

      

 

 

 

 

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,
      2016   2015   2014   2013   2012

Net Asset Value, Beginning of Period

     $ 15.44       $ 15.91       $ 15.40       $ 13.91       $ 12.84  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.30         0.34         0.16         0.15         0.13  

Net Realized and Unrealized Gains/(Losses) on Investments

       0.73         (0.34 )       0.78         1.63         1.19  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       1.03         — (a)       0.94         1.78         1.32  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.43 )       (0.17 )       (0.23 )       (0.25 )       (0.19 )

Net Realized Gains

       (0.29 )       (0.30 )       (0.20 )       (0.04 )       (0.06 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.72 )       (0.47 )       (0.43 )       (0.29 )       (0.25 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 15.75       $ 15.44       $ 15.91       $ 15.40       $ 13.91  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(b)

       6.75 %       0.01 %       6.11 %       12.93 %       10.29 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 438,300       $ 432,536       $ 438,651       $ 413,982       $ 354,111  

Net Investment Income/(Loss)

       1.83 %       2.14 %       1.02 %       1.10 %       1.08 %

Expenses Before Reductions*(c)

       0.08 %       0.08 %       0.08 %       0.08 %       0.09 %

Expenses Net of Reductions*

       0.08 %       0.08 %       0.08 %       0.08 %       0.09 %

Portfolio Turnover Rate

       12 %       11 %       9 %       8 %       7 %

 

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

 

(a) Represents less than $0.005.

 

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

 

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

 

See accompanying notes to the financial statements.

 

7


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL Balanced Index Strategy Fund (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, 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 %

 

8


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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, 2016, 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 year ended December 31, 2016, 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 and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 217,300,256        $ 22,260,513        $ (23,623,435 )      $ 213,693,435        $ 4,339,676  

AZL International Index Fund, Class 2

       53,818,168          6,783,103          (4,054,259 )        55,595,556          1,427,574  

AZL Mid Cap Index Fund, Class 2

       32,048,328          6,444,534          (5,051,767 )        34,709,583          338,224  

AZL S&P 500 Index Fund, Class 2

       112,168,493          18,504,307          (15,476,927 )        114,983,267          2,068,710  

AZL Small Cap Stock Index Fund, Class 2

       16,961,754          3,688,647          (2,711,683 )        19,410,475          190,601  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 432,296,999        $ 57,681,104        $ (50,918,071 )      $ 438,392,316        $ 8,364,785  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $4,485 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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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.

 

9


AZL Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

For the year ended December 31, 2016, 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, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 438,392,316        $ —        $ 438,392,316
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 438,392,316        $ —        $ 438,392,316
      

 

 

        

 

 

        

 

 

 

5. Security Purchases and Sales

For the year ended December 31, 2016, 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

       $ 57,681,104        $ 50,918,071

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, 2016, the Fund did not directly invest in derivatives.

7. Federal Tax Information

It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $367,827,544. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 72,517,144  

Unrealized (depreciation)

    (1,952,372 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 70,564,772  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL Balanced Index Strategy Fund

       $ 11,827,600        $ 7,976,603        $ 19,804,203

 

(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, 2015 were as follows:

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

AZL Balanced Index Strategy Fund

       $ 4,617,163        $ 8,184,855        $ 12,802,018

 

(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, 2016

 

At December 31, 2016, 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

       $ 9,834,478        $ 20,729,956        $ —        $ 70,564,772        $ 101,129,206

 

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

8. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2 (a)(9) of the 1940 Act. As of December 31, 2016, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 90% of the Fund.

9. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

10. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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, 2016, 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, 2016, 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 AZL Balanced Index Strategy Fund as of December 31, 2016, 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 24, 2017

 

12


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 24.40% 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, 2016, the Fund declared net long-term capital gain distributions of $7,976,603.

 

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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

17


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

18


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17

 


AZL® DFA Multi-Strategy Fund

Annual Report

December 31, 2016

 

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® DFA Multi-Strategy Fund Review (unaudited)

 

Allianz Investment Management LLC serves as the Manager for the AZL® DFA Multi-Strategy Fund.

What factors affected the Fund’s performance during the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® DFA Multi-Strategy Fund (the “Fund”) returned 9.32%. That compared to a 11.96%, 2.65% and 8.21% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Multi-Strategy Composite Index1, respectively.

The Fund is a fund of funds that pursues broad diversification across four equity sub-portfolios and one fixed-income sub-portfolio. The five underlying portfolios are managed by Dimensional Fund Advisors. Generally, the Fund allocates 50% to 70% of its assets to the underlying equity funds and between 30% and 50% to the underlying fixed-income fund.*

U.S. stocks posted solid gains for the period under review despite a challenging start. Concerns about global economic growth in January and February drove investors away from higher risk securities, pushing down equity markets to start the year. Markets rebounded in mid-February, however, and went on to post steady gains for most of the rest of the year, with the exception of a brief spike in volatility in June following the U.K.’s vote to exit the European Union.

U.S. labor markets continued to make gains during the year, although muted inflation figures kept the Federal Reserve in a dovish stance for most of the year. U.S. equity markets experienced a boost late in the year following the U.S. presidential election, as investors anticipated a more business-friendly environment.

Value stocks significantly outperformed growth stocks during 2016 while smaller stocks outperformed larger stocks; the S&P 500 Index gained 11.96% during the period while the S&P 600 Index2 gained 26.56% and the S&P 400 Index3 gained 20.74%. International equity markets were unable to keep up with their U.S. counterparts and generally experienced smaller gains, despite continued quantitative easing efforts by central banks in Europe and Japan. The MSCI EAFE Index4, burdened by the impact of a strengthening dollar, rose 1.00%.

Meanwhile, the U.S. bond market faced a significant headwind from rising interest rates. Treasury yields trended downward during the first half of the year, only to rise sharply after the surprising U.S. presidential election results led investors to believe inflation was on the horizon. Spreads fell throughout the year, after briefly rising during the first two months. The Bloomberg Barclays U.S. Aggregate Bond Index gained 2.65%.

 

The Fund outperformed its composite benchmark during the period under review. Its domestic equity holdings benefited from a bias toward value stocks, which outperformed growth stocks for the period. The Fund’s greater-than-benchmark exposure to small- and mid-cap stocks also added to relative results, as those assets outperformed their large-cap counterparts. However, the Fund’s exposure to developed international equities negatively affected performance.*

Within its fixed-income portfolio, the Fund’s tilt toward short duration contributed positively to returns compared to its composite benchmark as interest rates rose during the year. However, the Fund’s high-credit-quality portfolio negatively affected performance as spreads generally tightened during the year.*

 

 

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, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
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 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® DFA Multi-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 DFA 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 of the underlying fund in which the Fund invests.

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

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.

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

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

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, 2016

 

                       Since  
     1     3     5     Inception  
     Year     Year     Year     (7/10/09)  

AZL® DFA Multi-Strategy Fund

     9.32 %      4.97 %      9.68 %      10.66 % 

S&P 500 Index

     11.96 %      8.87 %      14.66 %      15.74 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.23 %      3.77 % 

Multi-Strategy Composite Index

     8.21 %      6.58 %      9.68 %      11.09 % 

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 Ratio

   Gross  

AZL® DFA Multi-Strategy Fund

     0.98 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.07%.

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 the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Multi-Strategy Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (60%) S&P 500 and (40%) Bloomberg Barclays U.S. Aggregate Bond Index. 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 DFA Multi-Strategy Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL DFA Multi-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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL DFA Multi-Strategy Fund

    $ 1,000.00          $ 1,058.70          $ 0.36            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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL DFA Multi-Strategy Fund

    $ 1,000.00          $ 1,024.78          $ 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 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equities

      49.7 %

Fixed Income

      38.8  

International Equities

      11.5  
   

 

 

 

Total Investment Securities

      100.0  

Net other assets (liabilities)

      — ^
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%.

 

3


AZL DFA Multi-Strategy Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares            Fair Value  

 

Affiliated Investment Companies (100.0%):

  
  6,577,678       AZL DFA Emerging Markets Core Equity Fund    $ 55,318,276   
  46,426,456       AZL DFA Five-Year Global Fixed Income Fund      462,407,497   
  8,997,409       AZL DFA International Core Equity Fund      82,866,140   
  43,085,107       AZL DFA U.S. Core Equity Fund      462,734,052   
  11,432,987       AZL DFA U.S. Small Cap Fund      130,564,710   
     

 

 

 

 

Total Affiliated Investment Companies
(Cost $1,163,394,585)

     1,193,890,675   
     

 

 

 

 
 

Total Investment Securities

(Cost $1,163,394,585)(a) —100.0%

     1,193,890,675   

 

Net other assets (liabilities) — 0.0%

     278,675   
     

 

 

 

 

Net Assets — 100.0%

   $ 1,194,169,350   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

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

 

See accompanying notes to the financial statements.

 

4


AZL DFA Multi-Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in affiliates, at cost

     $ 1,163,394,585
    

 

 

 

Investments in affiliates, at value

     $ 1,193,890,675

Cash

       3,815

Interest and dividends receivable

       94

Receivable for capital shares issued

       393,277

Receivable for affiliated investments sold

       369,926

Prepaid expenses

       6,167
    

 

 

 

Total Assets

       1,194,663,954
    

 

 

 

Liabilities:

    

Payable for capital shares redeemed

       392,353

Manager fees payable

       50,769

Administration fees payable

       5,253

Custodian fees payable

       2,301

Administrative and compliance services fees payable

       3,418

Trustee fees payable

       2,595

Other accrued liabilities

       37,915
    

 

 

 

Total Liabilities

       494,604
    

 

 

 

Net Assets

     $ 1,194,169,350
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 1,158,280,574

Accumulated net investment income/(loss)

       9,184,122

Accumulated net realized gains/(losses) from investment transactions

       (3,791,436 )

Net unrealized appreciation/(depreciation) on investments

       30,496,090
    

 

 

 

Net Assets

     $ 1,194,169,350
    

 

 

 

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

       94,079,291

Net Asset Value (offering and redemption price per share)

     $ 12.69
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 9,828,500

Dividends

       69
    

 

 

 

Total Investment Income

       9,828,569
    

 

 

 

Expenses:

    

Manager fees

       598,599

Administration fees

       59,643

Custodian fees

       3,875

Administrative and compliance services fees

       19,404

Trustee fees

       65,222

Professional fees

       48,548

Shareholder reports

       28,341

Other expenses

       26,018
    

 

 

 

Total expenses

       849,650
    

 

 

 

Net Investment Income/(Loss)

       8,978,919
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       (3,676,956 )

Net realized gains distributions from affiliated underlying funds

       215,858

Change in net unrealized appreciation/depreciation on investments

       99,815,406
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       96,354,308
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 105,333,227
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL DFA Multi-Strategy Fund
      For the
Year Ended
December 31,
2016
   For the
Year Ended
December 31,
2015

Change in Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 8,978,919      $ (990,621 )

Net realized gains/(losses) on investment transactions

       (3,461,098 )        427,175,530

Change in unrealized appreciation/depreciation on investments

       99,815,406        (431,648,756 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       105,333,227        (5,463,847 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       —        (16,616,509 )

From net realized gains

       (423,638,534 )        (18,692,510 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (423,638,534 )        (35,309,019 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       15,533,641        67,727,097

Proceeds from dividends reinvested

       423,638,534        35,309,019

Value of shares redeemed

       (184,491,032 )        (244,017,781 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       254,681,143        (140,981,665 )
    

 

 

      

 

 

 

Change in net assets

       (63,624,164 )        (181,754,531 )

Net Assets:

         

Beginning of period

       1,257,793,514        1,439,548,045
    

 

 

      

 

 

 

End of period

     $ 1,194,169,350      $ 1,257,793,514
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 9,184,122      $ —
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       995,074        3,586,937

Dividends reinvested

       34,696,030        1,961,612

Shares redeemed

       (11,189,344 )        (12,894,522 )
    

 

 

      

 

 

 

Change in shares

       24,501,760        (7,345,973 )
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL DFA Multi-Strategy Fund

Financial Highlights

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

 

     Year Ended December 31,
      2016   2015   2014   2013   2012

Net Asset Value, Beginning of Period

     $ 18.08       $ 18.71       $ 17.86       $ 14.96       $ 13.37  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.10         0.01         0.20         0.16         0.13  

Net Realized and Unrealized Gains/(Losses) on Investments

       1.32         (0.14 )       0.96         2.97         1.64  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       1.42         (0.13 )       1.16         3.13         1.77  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       —         (0.24 )       (0.22 )       (0.20 )       (0.16 )

Net Realized Gains

       (6.81 )       (0.26 )       (0.09 )       (0.03 )       (0.02 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (6.81 )       (0.50 )       (0.31 )       (0.23 )       (0.18 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.69       $ 18.08       $ 18.71       $ 17.86       $ 14.96  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

       9.32 %       (0.67 )%       6.53 %       21.07 %       13.33 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 1,194,169       $ 1,257,794       $ 1,439,548       $ 1,347,836       $ 963,143  

Net Investment Income/(Loss)

       0.75 %       (0.07 )%       1.09 %       1.20 %       1.10 %

Expenses Before Reductions*(b)

       0.07 %       0.07 %       0.07 %       0.07 %       0.08 %

Expenses Net of Reductions*

       0.07 %       0.07 %       0.07 %       0.07 %       0.08 %

Portfolio Turnover Rate(c)

       2 %       114 %(d)       7 %       3 %       6 %

 

* 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.

 

(d) Effective April 27, 2015, the investment strategy of the Fund changed. Costs of purchases and proceeds from sales of portfolio securities associated with the changes in investment strategy contributed to higher portfolio turnover rate for the period ended December 31, 2015 as compared to prior years.

 

See accompanying notes to the financial statements.

 

7


AZL DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL DFA Multi-Strategy Fund (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL DFA Multi-Strategy Fund

         0.05 %          0.20 %

 

 

8


AZL DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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, 2016, 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 year ended December 31, 2016, 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 and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL DFA Emerging Markets Core Equity Fund

     $ 60,421,230        $ 512,089        $ (12,817,959 )      $ 55,318,276        $ 501,744  

AZL DFA Five-Year Global Fixed Income Fund

       506,986,619          10,690,732          (58,176,301 )        462,407,497          3,595,605  

AZL DFA International Core Equity Fund

       88,856,567          2,682,638          (10,533,818 )        82,866,140          960,107  

AZL DFA U.S. Core Equity Fund

       477,504,072          6,619,577          (78,413,000 )        462,734,052          4,239,035  

AZL DFA U.S. Small Cap Fund

       125,295,203          1,924,698          (23,800,121 )        130,564,710          532,009  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 1,259,063,691        $ 22,429,734        $ (183,741,199 )      $ 1,193,890,675        $ 9,828,500  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $12,337 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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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.

 

9


AZL DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

For the year ended December 31, 2016, 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, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Companies

       $ 1,193,890,675        $ —        $ 1,193,890,675
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

       $ 1,193,890,675        $ —        $ 1,193,890,675
      

 

 

        

 

 

        

 

 

 

5. Security Purchases and Sales

For the year ended December 31, 2016, cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were as follows:

 

        Purchases      Sales

AZL DFA Multi-Strategy Fund

       $ 22,429,734        $ 183,741,199

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, 2016, the Fund did not directly invest in derivatives.

7. Federal Tax Information

It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $1,163,762,909. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 48,404,583  

Unrealized (depreciation)

    (18,276,817 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 30,127,766  
 

 

 

 

As of the end of its tax year ended December 31, 2016, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the table 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 not subject to expiration:

        Short Term
Amount
     Long Term
Amount
     Total
Amount

AZL DFA Multi-Strategy Fund

       $ 2,345,371        $ 1,077,741        $ 3,423,112

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL DFA Multi-Strategy Fund

       $ 2,499,782        $ 421,138,752        $ 423,638,534

 

(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 DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The tax character of dividends paid to shareholders during the year ended December 31, 2015 were as follows:

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

AZL DFA Multi-Strategy Fund

       $ 16,616,452        $ 18,692,567        $ 35,309,019

 

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

At December 31, 2016, 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 DFA Multi-Strategy Fund

       $ 9,184,122        $ —        $ (3,423,112 )        $ 30,127,766        $ 35,888,776

 

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

8. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2 (a)(9) of the 1940 Act. As of December 31, 2016, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 90% of the Fund. As of December 31, 2016, the Fund had a controlling interest (in excess of 50%) in the AZL DFA Emerging Markets Core Equity Fund, the AZL DFA Five-Year Global Fixed Income Fund, AZL DFA U.S. Core Equity Fund, and the AZL DFA U.S. Small Cap Fund, which are affiliated with the Investment Adviser.

9. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

10. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 DFA Multi-Strategy Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2016, 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, 2016, by correspondence with 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 AZL DFA Multi-Strategy Fund as of December 31, 2016, 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 24, 2017

 

12


Other Federal Income Tax Information (Unaudited)

During the year ended December 31, 2016, the Fund declared net long-term capital gain distributions of $421,138,752.

During the year ended December 31, 2016, the Fund declared net short-term capital gain distributions of $2,499,723.

 

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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

17


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

18


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL® MVP Balanced Index Strategy Fund

Annual Report

December 31, 2016

 

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 during the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® MVP Balanced Index Strategy Fund (the “Fund”) returned 6.61%. That compared to a 11.96%, 2.65% and a 7.28% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Balanced Composite Index1, respectively.

The 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 Index2, the S&P 600 Index3, and the MSCI EAFE Index4, 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 that of the Bloomberg Barclays Capital 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, which 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.*

Overall, 2016 brought a favorable economic backdrop for stocks. Major equity categories posted gains during the period under review, as U.S. economic growth remained steady, corporate earnings in most sectors proved robust, central banks in many major economies continued to pursue accommodative strategies, and merger activity increased. Even so, the path of equity returns was not linear. For example, global markets declined sharply following Britain’s June vote to leave the European Union, but stocks recovered quickly. Meanwhile, U.S. equities posted particularly strong gains during a year-end rally after Donald Trump’s victory in the U.S. presidential election. The S&P 500 gained 11.96% during 2016 while the MSCI EAFE, burdened by the impact of a strengthening dollar, rose 1.00%.

Fixed-income markets were generally positive during the period under review. The Federal Reserve raised the federal funds rate for the second time in a decade and indicated that more rate hikes are likely in 2017. Spreads between U.S. Treasuries and corporate bonds tightened during the year, as investors searched for higher yields. The Bloomberg Barclays U.S. Aggregate Bond Index gained 2.65% during the period under review.

The Fund underperformed its composite benchmark for the period under review. The underperformance was primarily driven by the Fund’s strategic allocation to international equity markets, which broadly lagged domestic stocks during the period. The underlying fixed-income portfolio also lagged its benchmark during the period, which further weighed on the Fund’s relative performance against the composite benchmark.*

The Fund’s allocations to small- and mid-cap U.S. equities, however, contributed positively to relative returns as they collectively outperformed the larger stocks found in the S&P 500 Index. The S&P 400 Index gained 20.74% during the period while the S&P 600 Index rose 26.56%.*

The MVP risk management process that includes the use of derivatives worked as intended and largely maintained a neutral equity allocation for most of the year relative to its target. In early 2016, global growth concerns led to increased volatility and the MVP reduced the Fund’s equity exposure. Equity markets quickly recovered, however, and the MVP risk management process ultimately caused a drag on the Fund’s performance relative to its benchmark.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
3  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.
4  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 Index Strategy 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.

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.

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

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, 2016

 

                 Since  
     1     3     Inception  
     Year     Year     (1/10/12)  

AZL® MVP Balanced Index Strategy Fund

     6.61 %      4.11 %      6.66 % 

S&P 500 Index

     11.96 %      8.87 %      14.10 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.26 % 

Balanced Composite Index

     7.28 %      6.00 %      8.19 % 

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 Ratio

   Gross  

AZL® MVP Balanced Index Strategy Fund

     0.73 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.14%.

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 the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Balanced Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (50%) S&P 500 and (50%) Bloomberg Barclays U.S. Aggregate Bond Index. 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Balanced Index Strategy Fund

    $ 1,000.00          $ 1,026.10          $ 0.71            0.14 %

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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Balanced Index Strategy Fund

    $ 1,000.00          $ 1,024.43          $ 0.71            0.14 %

 

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      47.4 %

Domestic Equities

      35.3  

International Equities

      12.3  

Money Market

      0.2  
   

 

 

 

Total Investment Securities

      95.2  

Net other assets (liabilities)

      4.8  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Balanced Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares            Fair Value  

 

Affiliated Investment Companies (95.0%):

  

  13,888,556       AZL Enhanced Bond Index Fund    $ 148,190,890   
  2,727,556       AZL International Index Fund, Class 2      38,458,535   
  1,134,810       AZL Mid Cap Index Fund, Class 2      24,341,674   
  5,140,234       AZL S&P 500 Index Fund, Class 2      72,271,689   
  973,383       AZL Small Cap Stock Index Fund, Class 2      13,851,238   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $285,678,819)

     297,114,026   
     

 

 

 

 

Unaffiliated Investment Company (0.2%):

  

  514,226       Dreyfus Treasury Prime Cash Management Fund, Institutional Shares , 0.31%(a)      514,226   
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $514,226)

     514,226   
     

 

 

 

 

Total Investment Securities (Cost $286,193,045)(b) — 95.2%

     297,628,252   

 

Net other assets (liabilities) — 4.8%

     15,116,714   
     

 

 

 

 

Net Assets — 100.0%

   $ 312,744,966   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

(a) The rate represents the effective yield at December 31, 2016.

 

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

Futures Contracts

Cash of $15,630,418 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long         3/17/17         69       $ 7,714,890       $ 14,306   

U.S. Treasury 10-Year Note March Futures

     Long         3/22/17         63         7,829,719         (45,767 ) 
              

 

 

 

Total

               $ (31,461 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Balanced Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in non-affiliates, at cost

     $ 514,226

Investments in affiliates, at cost

       285,678,819
    

 

 

 

Total Investment securities, at cost

     $ 286,193,045
    

 

 

 

Investments in non-affiliates, at value

     $ 514,226

Investments in affiliates, at value

       297,114,026
    

 

 

 

Total Investment securities, at value

     $ 297,628,252

Segregated cash for collateral

       15,630,418

Interest and dividends receivable

       98

Receivable for capital shares issued

       45,553

Receivable for variation margin on futures contracts

       591

Prepaid expenses

       1,564
    

 

 

 

Total Assets

       313,306,476
    

 

 

 

Liabilities:

    

Cash overdraft

       483,152

Payable for affiliated investments purchased

       27,204

Payable for capital shares redeemed

       6,755

Payable for variation margin on futures contracts

       783

Manager fees payable

       25,634

Administration fees payable

       4,695

Custodian fees payable

       1,087

Administrative and compliance services fees payable

       854

Trustee fees payable

       648

Other accrued liabilities

       10,698
    

 

 

 

Total Liabilities

       561,510
    

 

 

 

Net Assets

     $ 312,744,966
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 285,884,391

Accumulated net investment income/(loss)

       5,886,408

Accumulated net realized gains/(losses) from investment transactions

       9,570,421

Net unrealized appreciation/(depreciation) on investments

       11,403,746
    

 

 

 

Net Assets

     $ 312,744,966
    

 

 

 

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

       24,547,610

Net Asset Value (offering and redemption price per share)

     $ 12.74
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 5,144,794

Dividends

       4,613
    

 

 

 

Total Investment Income

       5,149,407
    

 

 

 

Expenses:

    

Manager fees

       281,433

Administration fees

       53,295

Custodian fees

       2,057

Administrative and compliance services fees

       4,710

Trustee fees

       15,874

Professional fees

       12,430

Shareholder reports

       9,173

Other expenses

       5,686
    

 

 

 

Total expenses

       384,658
    

 

 

 

Net Investment Income/(Loss)

       4,764,749
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       (2,107,017 )

Net realized gains distributions from affiliated underlying funds

       12,859,477

Net realized gains/(losses) on futures contracts

       496,993

Change in net unrealized appreciation/depreciation on investments

       2,043,805
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       13,293,258
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 18,058,007
    

 

 

 
 

 

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,
2016
   For the
Year Ended
December 31,
2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 4,764,749      $ 4,931,152

Net realized gains/(losses) on investment transactions

       11,249,453        3,095,730

Change in unrealized appreciation/depreciation on investments

       2,043,805        (9,371,354 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       18,058,007        (1,344,472 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (6,185,785 )        (1,897,495 )

From net realized gains

       (2,024,582 )        (2,597,183 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (8,210,367 )        (4,494,678 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       75,326,220        62,074,359

Proceeds from dividends reinvested

       8,210,367        4,494,678

Value of shares redeemed

       (35,768,163 )        (14,219,428 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       47,768,424        52,349,609
    

 

 

      

 

 

 

Change in net assets

       57,616,064        46,510,459

Net Assets:

         

Beginning of period

       255,128,902        208,618,443
    

 

 

      

 

 

 

End of period

     $ 312,744,966      $ 255,128,902
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 5,886,408      $ 6,185,767
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       6,087,629        4,896,361

Dividends reinvested

       654,213        368,416

Shares redeemed

       (2,934,307 )        (1,131,967 )
    

 

 

      

 

 

 

Change in shares

       3,807,535        4,132,810
    

 

 

      

 

 

 

 

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,  

January 10,
2012 to
December 31,

2012 (a)

      2016   2015   2014   2013  

Net Asset Value, Beginning of Period

     $ 12.30     $ 12.56     $ 12.03     $ 10.69     $ 10.00
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.17       0.22       0.08       0.10       0.08

Net Realized and Unrealized Gains/(Losses) on Investments

       0.64       (0.25 )       0.65       1 .24       0.77
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.81       (0.03 )       0.73       1 .34       0.85
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.28 )       (0.10 )       (0.12 )       —       (0.14 )

Net Realized Gains

       (0.09 )       (0.13 )       (0.08 )       — (b)       (0.02 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.37 )       (0.23 )       (0.20 )       — (b)       (0.16 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 12.74     $ 12.30     $ 12.56     $ 12.03     $ 10.69
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       6 .61 %       (0.22 )%       6 .09 %       12 .56 %       8.50 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 312,745     $ 255,129     $ 208,618     $ 155,547     $ 73,830

Net Investment Income/(Loss)(e)

       1 .69 %       2 .08 %       0.97 %       1 .09 %       1 .41 %

Expenses Before Reductions*(e)(f)

       0.14 %       0.14 %       0.15 %       0.17 %       0.39 %

Expenses Net of Reductions*(e)

       0.14 %       0.14 %       0.15 %       0.17 %       0.21 %

Portfolio Turnover Rate

       11 %       5 %       6 %       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.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Balanced Index Strategy Fund (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $15.5 million as of December 31, 2016. The monthly average notional amount for these contracts was $13.6 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

       
Equity Contracts   Receivable for variation margin on futures contracts   $ 14,306      Payable for variation margin on futures contracts   $ —   

Interest Rate Risk Exposure

       
Interest Rate Contracts       —          45,767   

 

* 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, 2016:

 

Primary Risk Exposure   Location of Gains/(Losses)
on Derivatives
Recognized in Income
   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/ Depreciation on
Derivatives Recognized
 

Equity Risk Exposure

     
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ 502,687         $10,327   

Interest Rate Risk Exposure

     
Interest Rate Contracts        (5,694 )       (17,267)   

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, 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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 121,830,641        $ 43,013,816        $ (14,867,835 )      $ 148,190,890        $ 2,676,691  

AZL International Index Fund, Class 2

       31,706,193          11,012,699          (3,815,985 )        38,458,535          923,271  

AZL Mid Cap Index Fund, Class 2

       18,971,382          7,317,022          (2,932,205 )        24,341,674          217,904  

AZL S&P 500 Index Fund, Class 2

       59,684,175          19,717,178          (7,181,697 )        72,271,689          1,204,546  

AZL Small Cap Stock Index Fund, Class 2

       10,102,837          4,292,530          (1,680,453 )        13,851,238          122,382  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 242,295,228        $ 85,353,245        $ (30,478,175 )      $ 297,114,026        $ 5,144,794  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $2,833 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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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.

 

10


AZL MVP Balanced Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

For the year ended December 31, 2016, 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, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Company

       $ 297,114,026        $ —        $ 297,114,026

Unaffiliated Investment Company

         514,226          —          514,226
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         297,628,252          —          297,628,252
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (31,461 )          —          (31,461 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 297,596,791        $ —        $ 297,596,791
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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

       $ 85,353,245        $ 30,478,175

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $288,606,341. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 15,686,539  

Unrealized (depreciation)

    (6,664,628 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 9,021,911  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP Balanced Index Strategy Fund

       $ 6,185,785        $ 2,024,582        $ 8,210,367

 

(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, 2015 were as follows:

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

AZL MVP Balanced Index Strategy Fund

       $ 2,234,539        $ 2,260,139        $ 4,494,678

 

(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, 2016

 

At December 31, 2016, 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

       $ 6,070,953        $ 11,767,711        $ —        $ 9,021,911        $ 26,860,575

 

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

8. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

9. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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, 2016, 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 or 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, 2016, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 AZL MVP Balanced Index Strategy Fund as of December 31, 2016, 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 or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 23.93% 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, 2016, the Fund declared net long-term capital gain distributions of $2,024,582.

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59
5701 Golden Hills Drive
Minneapolis, MN 55416
  Lead
Independent
Trustee
  Since 10/14
(Trustee since 2/07)
  Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College
Roger A. Gelfenbien, Age 73
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 61
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; 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   35   None
Arthur C. Reeds III, Age 72
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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None
Brian Muench, Age 46
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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.

These Funds are not FDIC Insured.

     ANNRPT1216 2/17  

 


AZL® MVP BlackRock Global Strategy Plus Fund

(formerly AZL® MVP BlackRock Global Allocation Fund)

Annual Report

December 31, 2016

 

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 21

Consolidated Statement of Operations

Page 21

Consolidated Statements of Changes in Net Assets

Page 22

Consolidated Financial Highlights

Page 23

Notes to the Consolidated Financial Statements

Page 24

Report of Independent Registered Public Accounting Firm

Page 38

Other Federal Income Tax Information

Page 39

Other Information

Page 40

Approval of Investment Advisory Agreement

Page 41

Information about the Board of Trustees and Officers

Page 43

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 Strategy Plus Fund Review (unaudited)

(formerly AZL® MVP BlackRock Global Allocation Fund)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

What factors affected the Fund’s performance for the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® MVP BlackRock Global Strategy Plus Fund (the “Fund”) returned 3.34%. That compared to a 8.65%, 11.96%, 4.82%, 0.54%, 1.81% and a 5.22% total return for its benchmarks, the FTSE World Index1, the S&P 500 Index1, the FTSE World ex U.S. Index1, the BofA Merrill Lynch 5-Year U.S. Treasury Bond Index1, the Citigroup Non-USD World Government Bond Index1, and the Reference Benchmark1, respectively.

The Fund is a fund of funds that invests primarily in a combination of three underlying mutual funds (the “Underlying Funds”), which are managed by the Manager. The Fund is designed to provide a diversified portfolio consisting of Underlying Funds in equity and fixed income asset classes, combined with the MVP (Managed Volatility Portfolio) risk management process 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.*

U.S. equity markets generally outperformed international equities for the 12-month period; the S&P 500 Index gained 11.96% while the FTSE World Ex US Index posted a more modest advance of 4.82%. These gains came despite a weak start to the year due to concerns about slowing global economic growth, particularly in China, and falling commodity prices. Markets rebounded in mid-February as China’s central banks announced stimulus measures and the Federal Reserve (the Fed) adopted a cautious tone on interest rates. Equity market gains were briefly interrupted in late June when the U.K. voted to leave the European Union, and again prior to the U.S. elections in November. However, domestic equities rallied strongly following the election of Donald Trump in anticipation of stronger economic growth.

In fixed-income markets, the year began with risk-averse investors driving credit spreads wider. As sentiment recovered in the middle of the first quarter, spreads narrowed once again, pushing volatility to its lowest level since August 2015. For much of the period, investors flocked to U.S. investment-grade bonds in search of yield amid historically low interest rates fueled in part by continued quantitative easing efforts by the European Central Bank and Bank of Japan. This shift drove up bond prices and further squeezed credit spreads. The victory of President Trump fueled inflation expectations. In this environment, the Fed decided to raise interest rates in December and strike a slightly more hawkish tone for 2017.

The Fund underperformed its reference benchmark for the 12-month period under review. A higher-than-benchmark exposure to Japanese stocks dragged on relative performance as that country’s equities underperformed. An underweight position to U.S. equities also detracted, as domestic stocks largely outperformed their international counterparts. Stock selection in the telecom services, utilities, real estate2 and consumer discretionary sectors also weighed on relative results. Other detractors included exposure to commodity-related securities. The Fund’s currency management strategy—particularly an underweight position to the Brazilian real, Japanese yen, and Canadian dollar—also detracted from relative performance.*

Within equities, the Fund’s relative performance benefited from lower-than-benchmark exposure to both financials and consumer staples stocks, which struggled for much of the period under review. Stock selection among financials also contributed to relative results. The Fund’s stock selection and overweight position in the energy sector added to relative performance, as that sector benefited from the rebound in oil prices that began midway through the first quarter.*

Among fixed income holdings, the Fund’s tilt toward corporate bonds contributed to relative returns; the sector outperformed for much of the period as credit spreads narrowed.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review and largely maintained a neutral equity allocation for most of the year relative to its target. There were two periods of volatility in 2016 during which the MVP process reduced the Fund’s equity exposure. In both instances, markets quickly recovered, and the MVP risk management process ultimately dragged on relative performance.*

 

 

Past performance does not guarantee  future results.

 

*  

The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.

1   For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.

 

2

 

 

The performance of investments in real estate depends on the overall strength of the real estate market, the management of real estate investments trusts (REITs), real estate operating companies (REOCs), and foreign real estate companies, and property management, all of which can be affected by a variety of factors, including national and regional economic conditions.

 

 

1


AZL® MVP BlackRock Global Strategy Plus 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 a combination of Underlying Funds, which are managed by the manager, combined with the MVP risk management process.

   

 

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.

   

 

Returns on growth stocks may not move in tandem with returns on other categories of stocks or the market as a whole. Growth stocks may be susceptible to rapid price savings or to adverse developments in certain sectors of the market.

   

 

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

   

 

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.

   

 

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

   

 

Mortgage-backed investments involve risk of loss due to prepayments and, like any bond, due to default. Because of the sensitivity of mortgage-related securities to changes in interest rates, the Fund’s performance may be more volatile than if it did not hold these securities.

   

 

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

   

 

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, 2016

 
                 Since
Inception
(1/10/12)
 
     1
Year
    3
Year
   

AZL® MVP BlackRock Global Strategy Plus Fund

     3.34 %      1.30 %      4.84 % 

FTSE World Index

     8.65 %      3.93 %      9.94 % 

S&P 500 Index

     11.96 %      8.87 %      14.10 % 

FTSE World ex U.S. Index

     4.82 %      -1.11 %      5.63 % 

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

     0.54 %      1.65 %      0.96 % 

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

     1.81 %      -2.18 %      -1.78 % 

Reference Benchmark

     5.22 %      2.62 %      5.37 % 

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 Ratio

   Gross  

AZL® MVP BlackRock Global Strategy Plus Fund

     0.97 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.67%.

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 the FTSE World Index, which is a market-capitalization weighted index representing the performance of the large- and mid-capitalization stocks from the FTSE Global Equity Index Series and covers 90-95% of the investable market capitalization. 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 World ex U.S. Index is part of a range of indexes designed to help U.S. investors benchmark their international investments. The index is comprised of (84%) large- and (16%) mid-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, 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 U.S. The Reference Benchmark is comprised of (30%) S&P 500; (20%) FTSE World ex U.S. Index; (30%) BofA Merrill Lynch 5-Year U.S. Treasury Bond; and (20%) Citigroup Non-U.S. Dollar World Government Bond. 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 Strategy Plus Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP BlackRock Global 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 -  12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 -  12/31/16

AZL MVP BlackRock Global Strategy Plus Fund

       $ 1,000.00        $ 1,033.40        $ 5.37          1.04 %

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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP BlackRock Global Strategy Plus Fund

       $ 1,000.00        $ 1,019.91        $ 5.28          1.04 %

 

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Affiliated Investment Companies

      44.9 %

Common Stocks

      27.4

U.S. Treasury Obligations

      7.7

Foreign Bonds

      7.1

Securities Held as Collateral for Securities on Loan

      2.2

Corporate Bonds

      1.5

Exchange Traded Funds

      1.4

Yankee Dollars

      1.4

Money Markets

      1.0

Preferred Stocks

      0.9

Bank Loans

      0.6

Convertible Bonds

      0.5

Purchased Options

      0.5

U.S. Government Agency Mortgages

      0.3

Convertible Preferred Stocks

      0.2

Collateralized Mortgage Obligations

      0.1

Mutual Funds

      0.1

Purchased Swaptions

      — ^

Private Placements

      — ^

Warrants

      — ^

Rights

      — ^
   

 

 

 

Total Investment Securities

      97.8

Net other assets (liabilities)

      2.2
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%
Investments   Percent of Net Assets

United States

      75.1 %

Japan

      8.3

United Kingdom

      2.2

France

      1.4

Germany

      1.2

Canada

      1.2

Netherlands

      1.0

Australia

      0.8

India

      0.5

Italy

      0.5

All other countries

      5.6
   

 

 

 

Total Investment Securities

      97.8

Net other assets (liabilities)

      2.2
   

 

 

 

Net Assets

      100.0 %
   

 

 

 
 

 

3


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Shares

           Fair Value  
 

Common Stocks (27.4%):

 
 

Aerospace & Defense (0.6%):

 
  149,433      BAE Systems plc    $ 1,085,029  
  382      Boeing Co. (The)      59,470  
  530      Dassault Aviation SA      591,292  
  21,926      European Aeronautic Defence & Space Co. NV      1,446,877  
  493      General Dynamics Corp.      85,121  
  3,382      Hexcel Corp.^      173,971  
  42,667      Meggitt plc      240,906  
  349      Northrop Grumman Corp.      81,170  
  398      Raytheon Co.      56,516  
  19,213      Safran SA      1,383,087  
     

 

 

 
        5,203,439  
     

 

 

 
 

Airlines (0.6%):

 
  20,251      Delta Air Lines, Inc.      996,147  
  41,500      Japan Airlines Co., Ltd.      1,211,172  
  20,195      Southwest Airlines Co.      1,006,519  
  24,735      United Continental Holdings, Inc.*      1,802,686  
     

 

 

 
        5,016,524  
     

 

 

 
 

Auto Components (0.5%):

 
  9,700      Aisin Sieki Co., Ltd.      419,832  
  16,600      Bridgestone Corp.      597,214  
  95,683      Cheng Shin Rubber Industry Co., Ltd.      179,910  
  21,500      Denso Corp.      928,896  
  1,800      Exedy Corp.      50,563  
  13,400      Futaba Industrial Co., Ltd.      78,150  
  1,317      Goodyear Tire & Rubber Co.^      40,656  
  5,300      Koito Manufacturing Co., Ltd.      279,903  
  956      Lear Corp.      126,546  
  3,800      Stanley Electric Co., Ltd.      103,593  
  30,500      Sumitomo Electric Industries, Ltd.      437,993  
  23,000      Toyota Industries Corp.      1,092,453  
     

 

 

 
        4,335,709  
     

 

 

 
 

Automobiles (0.6%):

 
  158,000      Brilliance China Automotive Holdings, Ltd.      216,861  
  47,720      Ford Motor Co.      578,844  
  31,600      Fuji Heavy Industries, Ltd.      1,285,535  
  2,258      Hero MotoCorp, Ltd.      100,896  
  17,800      Honda Motor Co., Ltd.      518,281  
  4,381      Hyundai Motor Co.      526,433  
  9,300      Isuzu Motors, Ltd.      117,420  
  3,683      Maruti Suzuki India, Ltd.      286,925  
  37,100      Suzuki Motor Corp.      1,302,484  
  4,100      Toyota Motor Corp.      239,387  
  144      Volkswagen AG      20,679  
     

 

 

 
        5,193,745  
     

 

 

 
 

Banks (2.2%):

 
  60,829      Banco Bilbao Vizcaya Argentaria SA      410,313  
  109,951      Banco Santander SA      573,887  
  137,809      Bank of America Corp.      3,045,579  
  12,581      BNP Paribas SA      801,312  
  30,626      Citigroup, Inc.      1,820,103  

Shares

           Fair Value  
 

Common Stocks, continued

 
 

Banks, continued

 
  1,328      Fifth Third Bancorp^    $ 35,816  
  206,417      HSBC Holdings plc      1,668,733  
  66,782      ING Groep NV      939,682  
  29,178      JPMorgan Chase & Co.      2,517,770  
  115,400      Mitsubishi UFJ Financial Group, Inc.      709,566  
  38,200      Sumitomo Mitsui Financial Group, Inc.      1,448,350  
  11,507      SunTrust Banks, Inc.      631,159  
  50,560      Svenska Handelsbanken AB, Class A      702,799  
  13,358      Toronto-Dominion Bank (The)      658,895  
  17,783      Wells Fargo & Co.      980,021  
     

 

 

 
        16,943,985  
     

 

 

 
 

Beverages (0.4%):

 
  12,737      Anheuser-Busch InBev NV      1,344,922  
  13,900      Asahi Breweries, Ltd.      438,318  
  477      Constellation Brands, Inc., Class C      73,129  
  6,820      Diageo plc, ADR^      708,871  
  1,475      PepsiCo, Inc.      154,329  
     

 

 

 
        2,719,569  
     

 

 

 
 

Biotechnology (0.5%):

 
  983      AbbVie, Inc.      61,555  
  2,834      Amgen, Inc.      414,359  
  1,599      Biogen Idec, Inc.*      453,444  
  28,639      Gilead Sciences, Inc.      2,050,840  
  15,263      Invitae Corp.*      121,188  
  16,063      Shire plc      910,077  
  2,812      Vertex Pharmaceuticals, Inc.*      207,160  
     

 

 

 
        4,218,623  
     

 

 

 
 

Building Products (0.3%):

 
  12,025      Compagnie de Saint-Gobain SA      559,880  
  4,900      Daikin Industries, Ltd.      448,798  
  8,066      Fortune Brands Home & Security, Inc.^      431,208  
  16,733      Masco Corp.      529,098  
     

 

 

 
        1,968,984  
     

 

 

 
 

Capital Markets (0.5%):

 
  503      Ameriprise Financial, Inc.      55,803  
  762      Bank of New York Mellon Corp. (The)      36,104  
  1,070      Brookfield Asset Management, Inc., Class A      35,308  
  20,018      Charles Schwab Corp. (The)      790,110  
  533      CME Group, Inc.      61,482  
  19,000      Daiwa Securities Group, Inc.      116,733  
  5,239      Goldman Sachs Group, Inc. (The)      1,254,478  
  26,170      Morgan Stanley      1,105,682  
  34,837      UBS Group AG      545,532  
     

 

 

 
        4,001,232  
     

 

 

 
 

Chemicals (1.3%):

 
  8,422      Air Products & Chemicals, Inc.      1,211,252  
  11,287      AkzoNobel NV      704,788  
  2,657      Arkema SA      259,535  
  55,000      Asahi Kasei Corp.      478,896  
  46,960      Axalta Coating Systems, Ltd.*      1,277,312  
 

 

Continued

 

4


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Shares

           Fair Value  
 

Common Stocks, continued

 
 

Chemicals, continued

 
  6,032      BASF SE    $ 562,469  
  21,823      E.I. du Pont de Nemours & Co.      1,601,808  
  11,250      Evonik Industries AG      334,919  
  20,000      Formosa Chemicals & Fibre Corp.      59,545  
  22,000      Formosa Plastics Corp.      60,712  
  16,200      Hitachi Chemical Co., Ltd.      404,310  
  342      LG Chem, Ltd.      73,758  
  28,000      Nan Ya Plastics Corp.      61,699  
  8,400      Nitto Denko Corp.      643,262  
  47,800      PTT Global Chemical Public Co., Ltd.      83,768  
  772      Sherwin Williams Co.      207,467  
  19,700      Shin-Etsu Chemical Co., Ltd.      1,518,486  
  54,000      Toray Industries, Inc.      436,510  
  150,000      Ube Industries, Ltd.      313,718  
  5,429      Umicore SA      308,969  
     

 

 

 
        10,603,182  
     

 

 

 
 

Commercial Services & Supplies (0.0%):

 
  1,700      SECOM Co., Ltd.      124,074  
     

 

 

 
 

Communications Equipment (0.3%):

 
  1,583      Cisco Systems, Inc.      47,838  
  31,923      CommScope Holding Co., Inc.*      1,187,536  
  210,228      Nokia OYJ      1,010,887  
     

 

 

 
        2,246,261  
     

 

 

 
 

Construction & Engineering (0.2%):

 
  12,000      Chiyoda Corp.      82,959  
  4,700      ComSys Holdings Corp.      85,968  
  11,100      JGC Corp.      201,021  
  10,800      Kinden Corp.      134,331  
  3,000      Maeda Road Construction Co., Ltd.      50,106  
  4,000      Nippo Corp.      74,562  
  42,000      Okumura Corp.      235,965  
  1,000      Sho-Bond Holdings Co., Ltd.^      41,572  
  44,000      Toda Corp.      231,796  
  7,084      Vinci SA      481,778  
     

 

 

 
        1,620,058  
     

 

 

 
 

Construction Materials (0.0%):

 
  12,200      The Siam Cement Public Co., Ltd.      168,719  
     

 

 

 
 

Consumer Finance (0.1%):

 
  997      Capital One Financial Corp.      86,978  
  10,825      Discover Financial Services      780,375  
     

 

 

 
        867,353  
     

 

 

 
 

Containers & Packaging (0.1%):

 
  1,028      Crown Holdings, Inc.*      54,042  
  1,425      International Paper Co.      75,611  
  893      Packaging Corp. of America      75,744  
  12,496      WestRock Co.      634,422  
     

 

 

 
        839,819  
     

 

 

 
 

Distributors (0.0%):

 
  3,700      Canon Marketing Japan, Inc.      62,146  
     

 

 

 

Shares

           Fair Value  
 

Common Stocks, continued

 
 

Diversified Consumer Services (0.0%):

 
  15,078      H&R Block, Inc.^    $ 346,643  
     

 

 

 
 

Diversified Financial Services (0.4%):

 
  6      Berkshire Hathaway, Inc., Class A*      1,464,726  
  9,090      Berkshire Hathaway, Inc., Class B*      1,481,488  
  65,000      Fubon Financial Holdings Co., Ltd.      102,989  
  2,400      Zenkoku Hosho Co., Ltd.      77,025  
     

 

 

 
        3,126,228  
     

 

 

 
 

Diversified Telecommunication Services (0.5%):

 
  42,356      Cellnex Telecom SAU      608,224  
  31,000      Chunghwa Telecom Co., Ltd.      97,812  
  54,167      Deutsche Telekom AG, Registered Shares      930,435  
  13,794      El Towers SpA*      743,086  
  58,000      HKT Trust & HKT, Ltd.      70,987  
  13,000      Nippon Telegraph & Telephone Corp.      546,535  
  37,600      Singapore Telecommunications, Ltd.      94,384  
  1,134,637      Telecom Italia SpA*      998,874  
  32,883      Telecom Italia SpA      23,763  
  3,876      Verizon Communications, Inc.      206,901  
     

 

 

 
        4,321,001  
     

 

 

 
 

Electric Utilities (0.3%):

 
  4,352      CEZ      72,863  
  9,000      Cheung Kong Infrastructure Holdings, Ltd.      71,585  
  17,700      Chubu Electric Power Co., Inc.      246,940  
  10,500      CLP Holdings, Ltd.      95,947  
  145,084      Enel SpA      638,368  
  8,500      Hongkong Electric Holdings, Ltd.      74,888  
  14,009      NextEra Energy, Inc.      1,673,515  
  4,133      Vistra Energy Corp.^      64,062  
     

 

 

 
        2,938,168  
     

 

 

 
 

Electrical Equipment (0.2%):

 
  42,000      GS Yuasa Corp.      174,297  
  2,300      Mabuchi Motor Co., Ltd.      119,458  
  89,100      Mitsubishi Electric Corp.      1,238,792  
  364      Rockwell Automation, Inc.      48,922  
     

 

 

 
        1,581,469  
     

 

 

 
 

Electronic Equipment, Instruments & Components (0.3%):

 
  36,188      Fitbit, Inc., Class A*^      264,896  
  800      Hirose Electric Co., Ltd.      98,942  
  43,400      Hon Hai Precision Industry Co., Ltd.      112,442  
  500      Keyence Corp.      342,633  
  3,800      Kyocera Corp.      188,501  
  6,900      Murata Manufacturing Co., Ltd.      918,971  
  29,763      VeriFone Systems, Inc.*^      527,698  
     

 

 

 
        2,454,083  
     

 

 

 
 

Energy Equipment & Services (0.1%):

 
  788      Helmerich & Payne, Inc.      60,991  
  7,741      Schlumberger, Ltd.^      649,857  
     

 

 

 
        710,848  
     

 

 

 
 

 

Continued

 

5


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Shares

           Fair Value  

 

Common Stocks, continued

  

 

Equity Real Estate Investment Trusts (0.4%):

  

  1,288       American Tower Corp.    $ 136,116   
  7,206       Crown Castle International Corp.      625,265   
  189,350       Fibra UNO Amdinistracion SA      289,486   
  8,000       Link REIT (The)      51,663   
  7,207       Simon Property Group, Inc.      1,280,467   
  1,766       Unibail-Rodamco SE      420,916   
     

 

 

 
        2,803,913   
     

 

 

 

 

Food & Staples Retailing (0.3%):

  

  7,003       CVS Health Corp.      552,607   
  15,000       Seven & I Holdings Co., Ltd.      570,916   
  6,104       Walgreens Boots Alliance, Inc.      505,167   
  28,136       Whole Foods Market, Inc.^      865,463   
     

 

 

 
        2,494,153   
     

 

 

 

 

Food Products (0.5%):

  

  37,500       Ajinomoto Co., Inc.      754,306   
  25,960       Danone SA      1,642,910   
  5,590       Mead Johnson Nutrition Co.      395,549   
  3,116       Mondelez International, Inc., Class A      138,132   
  33,335       Nestle SA, Registered Shares      2,391,694   
  690       Tyson Foods, Inc., Class A      42,559   
  44,000       Uni-President Enterprises Corp.      72,646   
  89,000       Want Want China Holdings, Ltd.^      56,881   
     

 

 

 
        5,494,677   
     

 

 

 

 

Gas Utilities (0.1%):

  

  13,556       Gas Natural SDG SA      255,338   
  2,641       Italgas SpA*      10,390   
  176,000       Tokyo Gas Co., Ltd.      794,605   
     

 

 

 
        1,060,333   
     

 

 

 

 

Health Care Equipment & Supplies (0.4%):

  

  14,560       Baxter International, Inc.      645,590   
  27,800       HOYA Corp.      1,165,297   
  2,377       Medtronic plc      169,314   
  403       Stryker Corp.^      48,283   
  12,768       Zimmer Holdings, Inc.      1,317,658   
     

 

 

 
        3,346,142   
     

 

 

 

 

Health Care Providers & Services (0.9%):

  

  13,395       Aetna, Inc.      1,661,113   
  4,600       Alfresa Holdings Corp.      75,848   
  8,497       Anthem, Inc.      1,221,613   
  33,609       Brookdale Senior Living, Inc.*^      417,424   
  1,042       Cardinal Health, Inc.      74,993   
  8,059       Centene Corp.*      455,414   
  11,606       HCA Holdings, Inc.*      859,076   
  330       McKesson Corp.      46,349   
  5,300       Medipal Holdings Corp.      83,221   
  39,182       NMC Health plc      743,920   
  482,998       PT Siloam International Hospital Tbk*      390,772   
  103,489       Spire Healthcare Group plc      429,803   
  2,200       Suzuken Co., Ltd.      71,770   
  35,378       Tenet Healthcare Corp.*      525,010   

Shares

           Fair Value  

 

Common Stocks, continued

  

 

Health Care Providers & Services, continued

  

  449       UnitedHealth Group, Inc.    $ 71,858   
     

 

 

 
        7,128,184   
     

 

 

 

 

Hotels, Restaurants & Leisure (0.3%):

  

  12,770       Accor SA      476,011   
  2,997       Chipotle Mexican Grill, Inc.*^      1,130,828   
  665       McDonald’s Corp.      80,944   
  6,452       Norwegian Cruise Line Holdings, Ltd.*^      274,404   
  8,397       Starbucks Corp.      466,201   
  877       Wyndham Worldwide Corp.      66,976   
     

 

 

 
        2,495,364   
     

 

 

 

 

Household Durables (0.1%):

  

  3,000       Alpine Electronics, Inc.      38,875   
  11,726       Berkeley Group Holdings plc (The)      405,252   
  1,262       Coway Co., Ltd.      92,187   
  2,639       Mohawk Industries, Inc.*      526,956   
  2,700       Rinnai Corp.      217,528   
     

 

 

 
        1,280,798   
     

 

 

 

 

Household Products (0.1%):

  

  1,859       Colgate-Palmolive Co.      121,653   
  5,377       Kimberly-Clark Corp.      613,624   
     

 

 

 
        735,277   
     

 

 

 

 

Independent Power & Renewable Electricity Producers (0.0%):

  

  13,439       NextEra Energy Partners LP      343,232   
     

 

 

 

 

Industrial Conglomerates (0.5%):

  

  308       3M Co., Class C      55,000   
  8,500       CK Hutchison Holdings, Ltd.      95,962   
  1,300       Jardine Matheson Holdings, Ltd.      71,712   
  36,543       Koninklijke Philips Electronics NV      1,113,707   
  6,778       Roper Industries, Inc.^      1,240,916   
  4,446       Siemens AG, Registered Shares      546,432   
  24,066       Smiths Group plc      417,987   
     

 

 

 
        3,541,716   
     

 

 

 

 

Insurance (1.0%):

  

  75,000       AIA Group, Ltd.      419,742   
  12,790       Allstate Corp. (The)      947,994   
  615       American International Group, Inc.      40,166   
  23,743       AXA SA      599,042   
  1,057       Axis Capital Holdings, Ltd.      68,990   
  65,289       Cathay Financial Holding Co., Ltd.      97,773   
  6,959       Chubb, Ltd.      919,423   
  742       Fairfax Financial Holdings, Ltd.      358,426   
  2,372       Hartford Financial Services Group, Inc. (The)      113,026   
  11,704       Marsh & McLennan Cos., Inc.      791,073   
  13,950       MetLife, Inc.      751,766   
  10,700       MS&AD Insurance Group Holdings, Inc.      330,636   
  21,600       NKSJ Holdings, Inc.      729,464   
  719       Prudential Financial, Inc.      74,819   
  612       Reinsurance Group of America, Inc.      77,008   
  20,900       Sony Financial Holdings, Inc.      323,990   
 

 

Continued

 

6


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Shares

           Fair Value  

 

Common Stocks, continued

  

 

Insurance, continued

  

  20,400       Tokio Marine Holdings, Inc.    $ 834,273   
  1,235       Travelers Cos., Inc. (The)      151,189   
  9,783       UnumProvident Corp.      429,767   
     

 

 

 
        8,058,567   
     

 

 

 

 

Internet & Direct Marketing Retail (0.4%):

  

  4,020       Amazon.com, Inc.*      3,014,477   
  4,221       Expedia, Inc.      478,155   
     

 

 

 
        3,492,632   
     

 

 

 

 

Internet Software & Services (1.2%):

  

  13,587       Alibaba Group Holding, Ltd., ADR*^      1,193,074   
  5,373       Alphabet, Inc., Class C*      4,146,989   
  95,700       Dropbox, Inc.*(a)(b)      1,042,173   
  27,248       Facebook, Inc., Class A*      3,134,882   
  5,547       Lookout, Inc.*(a)(b)      30,786   
  982       VeriSign, Inc.*^      74,701   
     

 

 

 
        9,622,605   
     

 

 

 

 

IT Services (0.5%):

  

  905       Accenture plc, Class C      106,003   
  246       Alliance Data Systems Corp.      56,211   
  1,418       Amdocs, Ltd.      82,599   
  11,975       Cognizant Technology Solutions Corp., Class A*      670,959   
  1,326       Computer Sciences Corp.      78,791   
  7,572       Global Payments, Inc.      525,573   
  37,607       Infosys, Ltd.      559,201   
  6,707       MasterCard, Inc., Class A      692,498   
  21,172       Sabre Corp.^      528,241   
  29,557       Square, Inc., Class A*^      402,862   
  7,868       Visa, Inc., Class A      613,861   
     

 

 

 
        4,316,799   
     

 

 

 

 

Leisure Products (0.0%):

  

  3,100       Yamaha Corp.      94,488   
     

 

 

 

 

Life Sciences Tools & Services (0.0%):

  

  11,156       Patheon NV*^      320,289   
  904       Thermo Fisher Scientific, Inc.      127,554   
     

 

 

 
        447,843   
     

 

 

 

 

Machinery (0.6%):

  

  21,659       Doosan Bobcat, Inc.*      642,991   
  11,408       GEA Group AG      457,205   
  104,090       Haitian International Holdings, Ltd.      202,911   
  8,100       Hino Motors, Ltd.      82,209   
  417       Illinois Tool Works, Inc.      51,065   
  26,300       Komatsu, Ltd.      593,698   
  30,800       Kubota Corp.      438,517   
  3,300       Kurita Water Industries, Ltd.      72,501   
  1,300       Makita Corp.      86,975   
  3,400       Nabtesco Corp.      78,943   
  82,098       SKF AB, Class B      1,507,613   
  444       WABCO Holdings, Inc.*      47,131   
     

 

 

 
        4,261,759   
     

 

 

 

Shares

           Fair Value  

 

Common Stocks, continued

  

 

Media (0.9%):

  

  2,542       Charter Communications, Inc., Class A*    $ 731,893   
  28,344       Comcast Corp., Class A      1,957,152   
  615,711       Delta Topco, Ltd.*(a)(b)      30,786   
  10,520       DISH Network Corp., Class A*      609,424   
  2,903       Liberty Broadband Corp., Class A*      210,351   
  5,632       Liberty Broadband Corp., Class C*^      417,162   
  9,071       Liberty Global plc, Class A*      277,482   
  10,623       Liberty SiriusXM Group, Class A*      366,706   
  19,918       Liberty SiriusXM Group, Class C*      675,619   
  5,500       Nippon Television Holdings, Inc.      99,703   
  432       Omnicom Group, Inc.^      36,768   
  41,172       Pearson plc      413,119   
  8,173       Publicis Groupe SA      563,738   
  68,858       RAI Way SpA^      259,449   
  561       Scripps Networks Interactive, Class C^      40,039   
  8,600       SKY Perfect JSAT Holdings, Inc.      39,520   
  3,500       Toho Co., Ltd.      98,926   
  3,100       TV Asahi Holdings Corp.      61,116   
  37,820       Zon Multimedia Servicos de Telecommunicacoes e Multimedia SGPS SA      224,374   
     

 

 

 
        7,113,327   
     

 

 

 

 

Metals & Mining (0.0%):

  

  17,183       Platinum Group Metals, Ltd.*      24,831   
  81,742       Platinum Group Metals, Ltd.*      116,891   
  462       POSCO      97,677   
  5,800       Tokyo Steel Manufacturing Co., Ltd.      44,426   
  2,300       Yamato Kogyo Co., Ltd.      63,799   
     

 

 

 
        347,624   
     

 

 

 

 

Multiline Retail (0.1%):

  

  10,918       Target Corp.      788,607   
     

 

 

 

 

Multi-Utilities (0.2%):

  

  35,663       Innogy Se*      1,239,787   
  4,211       National Grid plc      49,241   
  7,685       Sempra Energy      773,418   
     

 

 

 
        2,062,446   
     

 

 

 

 

Oil, Gas & Consumable Fuels (2.4%):

  

  34,884       Anadarko Petroleum Corp.      2,432,461   
  38,452       BP plc, ADR      1,437,335   
  19,672       BP plc      122,212   
  19,757       Cenovus Energy, Inc.      298,746   
  284       Chevron Corp.      33,427   
  94,227       Coal India, Ltd.      415,935   
  101,639       EnCana Corp.^      1,193,242   
  7,645       EQT Corp.      499,983   
  16,000       Formosa Petrochemical Corp.      55,385   
  77,100       INPEX Corp.      769,840   
  73,962       Marathon Oil Corp.      1,280,282   
  68,545       Marathon Petroleum Corp.      3,451,241   
  32,131       Oil & Natural Gas Corp., Ltd.      90,520   
  778       Phillips 66      67,227   
 

 

Continued

 

7


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Shares

           Fair Value  

 

Common Stocks, continued

  

 

Oil, Gas & Consumable Fuels, continued

  

  98,439       Reliance Industries, Ltd.    $ 1,567,944   
  37,124       Royal Dutch Shell plc, ADR      2,018,802   
  11,288       Royal Dutch Shell plc, Class A      306,785   
  14,022       Snam SpA      57,669   
  27,800       Thai Oil Public Co., Ltd.      55,953   
  862       Total SA, ADR      43,936   
  18,499       Total SA      944,196   
  1,620       Valero Energy Corp.      110,678   
  23,284       Williams Cos., Inc. (The)      725,064   
     

 

 

 
        17,978,863   
     

 

 

 

 

Personal Products (0.4%):

  

  19,489       Edgewell Personal Care Co.*^      1,422,502   
  42,167       Unilever NV      1,732,797   
     

 

 

 
        3,155,299   
     

 

 

 

 

Pharmaceuticals (1.4%):

  

  5,500       Astellas Pharma, Inc.      76,246   
  20,930       AstraZeneca plc      1,134,914   
  4,909       Bayer AG, Registered Shares      512,062   
  16,132       Catalent, Inc.*      434,919   
  30,058       GlaxoSmithKline plc      573,927   
  11,716       Johnson & Johnson Co.      1,349,800   
  8,433       Merck & Co., Inc.      496,451   
  22,669       Mylan NV*      864,822   
  6,357       Novartis AG, Registered Shares      462,536   
  3,100       Otsuka Holdings Co., Ltd.      134,896   
  14,609       Perrigo Co. plc^      1,215,907   
  71,983       Pfizer, Inc.      2,338,008   
  12,350       Sanofi-Aventis SA      998,673   
  1,500       Sawai Pharmaceutical Co., Ltd.      80,423   
     

 

 

 
        10,673,584   
     

 

 

 

 

Professional Services (0.1%):

  

  9,235       Randstad Holding NV      500,119   
     

 

 

 

 

Real Estate Management & Development (0.9%):

  

  505,700       CapitaLand, Ltd.      1,050,698   
  630,200       Global Logistic Properties, Ltd.      954,936   
  20,000       Hang Lung Properties, Ltd.      41,879   
  68,000       Mitsubishi Estate Co., Ltd.      1,348,111   
  38,000       Sino Land Co., Ltd.      56,250   
  72,666       Sun Hung Kai Properties, Ltd.      909,834   
  6,500       Swire Pacific, Ltd., Class A      62,051   
  49,034       The St. Joe Co.*^      931,646   
  14,940       Vonovia SE      486,582   
  13,000       Wharf Holdings, Ltd. (The)      85,435   
     

 

 

 
        5,927,422   
     

 

 

 

 

Road & Rail (0.4%):

  

  39,900       ComfortDelGro Corp., Ltd.      67,795   
  16,600       East Japan Railway Co.      1,432,138   
  12,738       Kansas City Southern      1,080,819   
  10,200       Kyushu Railway Co.*      266,385   
  5,700       Seino Holdings Co., Ltd.      63,172   

Shares

           Fair Value  

 

Common Stocks, continued

  

 

Road & Rail, continued

  

  7,000       West Japan Railway Co.    $ 429,011   
     

 

 

 
        3,339,320   
     

 

 

 

 

Semiconductors & Semiconductor Equipment (0.2%):

  

  1,835       Intel Corp.      66,555   
  734       KLA-Tencor Corp.      57,751   
  15,183       QUALCOMM, Inc.      989,932   
  10,000       ROHM Co., Ltd.      573,963   
  11,094       SK Hynix, Inc.      405,589   
  27,800       SUMCO Corp.      357,209   
     

 

 

 
        2,450,999   
     

 

 

 

 

Software (0.9%):

  

  685       Adobe Systems, Inc.*      70,521   
  7,228       Electronic Arts, Inc.*      569,277   
  5,202       Intuit, Inc.      596,201   
  2,297       Microsoft Corp.      142,736   
  3,000       Nintendo Co., Ltd.      627,217   
  37,810       Nuance Communications, Inc.*      563,369   
  4,400       Trend Micro, Inc.      156,061   
  68,532       Uber Technologies, Inc.*(a)(b)      3,386,166   
  12,536       UbiSoft Entertainment SA*      445,899   
  6,208       VMware, Inc., Class A*^      488,756   
     

 

 

 
        7,046,203   
     

 

 

 

 

Specialty Retail (0.6%):

  

  12,924       Bed Bath & Beyond, Inc.^      525,231   
  626       Dick’s Sporting Goods, Inc.      33,241   
  4,788       Home Depot, Inc. (The)      641,975   
  23,537       Lowe’s Cos., Inc.      1,673,951   
  1,100       Shimamura Co., Ltd.      137,254   
  5,288       Tiffany & Co.^      409,450   
  13,008       Williams-Sonoma, Inc.^      629,457   
  65,200       Yamada Denki Co., Ltd.      350,727   
     

 

 

 
        4,401,286   
     

 

 

 

 

Technology Hardware, Storage & Peripherals (1.0%):

  

  58,767       Apple, Inc.(c)      6,806,394   
  3,000       Fujifilm Holdings Corp.      113,684   
  130,000       NEC Corp.      343,476   
  36,155       Pure Storage, Inc., Class A*^      408,913   
  1,580       Western Digital Corp.      107,361   
     

 

 

 
        7,779,828   
     

 

 

 

 

Textiles, Apparel & Luxury Goods (0.3%):

  

  4,821       Compagnie Financiere Richemont SA      319,301   
  5,565       Hugo Boss AG      343,333   
  11,588       Luxottica Group SpA      624,075   
  3,259       LVMH Moet Hennessy Louis Vuitton SA      621,328   
  16,220       Michael Kors Holdings, Ltd.*^      697,136   
  406       PVH Corp.      36,637   
  3,093       Ralph Lauren Corp.^      279,360   
     

 

 

 
        2,921,170   
     

 

 

 
 

 

Continued

 

8


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Shares

           Fair Value  
 

Common Stocks, continued

 
 

Tobacco (0.0%):

 
  1,451      Altria Group, Inc.    $ 98,117  
  3,300      Japan Tobacco, Inc.      108,430  
  963      KT&G Corp.      80,505  
     

 

 

 
        287,052  
     

 

 

 
 

Trading Companies & Distributors (0.0%):

 
  6,751      HD Supply Holdings, Inc.*      286,985  
  574      United Rentals, Inc.*      60,603  
     

 

 

 
        347,588  
     

 

 

 
 

Transportation Infrastructure (0.0%):

 
  8,000      Kamigumi Co., Ltd.      76,127  
     

 

 

 
 

Wireless Telecommunication Services (0.5%):

 
  23,500      Advanced Information Service plc      96,192  
  1,777      China Mobile, Ltd., ADR      93,168  
  40,000      Far EasTone Telecommunications Co., Ltd.      89,931  
  52,700      Intouch Holdings Public Co., Ltd.      73,150  
  13,900      KDDI Corp.      350,991  
  10,200      NTT DoCoMo, Inc.      231,985  
  405      SK Telecom Co., Ltd.      75,361  
  33,000      Taiwan Mobile Co., Ltd.      106,386  
  22,277      Vodafone Group plc, ADR      544,227  
  595,287      Vodafone Group plc      1,463,851  
     

 

 

 
        3,125,242  
     

 

 

 
 

Total Common Stocks (Cost $198,175,651)

     222,952,452  
     

 

 

 
 

Preferred Stocks (0.9%):

 
 

Automobiles (0.1%):

 
  3,540      Volkswagen AG, 0.13%      495,891  
     

 

 

 
 

Banks (0.1%):

 
  12,428      Citigroup Capital XIII, Series A, 7.41%^      320,892  
  2,611      U.S. Bancorp, Series G, 6.00%      65,823  
  7,094      U.S. Bancorp, Series F, 6.50%      200,689  
  84,000      USB Capital IX, 3.50%      68,985  
     

 

 

 
        656,389  
     

 

 

 
 

Commercial Services & Supplies (0.0%):

 
  3,136      Stericycle, Inc., 5.25%^      198,415  
     

 

 

 
 

Consumer Finance (0.1%):

 
  16,911      GMAC Capital Trust I, Series 2, 6.85%      429,539  
     

 

 

 
 

Equity Real Estate Investment Trusts (0.1%):

 
  1,639      American Tower Corp., Series A, 5.25%      171,685  
  6,282      Welltower, Inc., Series I, 6.50%      378,051  
     

 

 

 
        549,736  
     

 

 

 
 

Health Care Providers & Services (0.1%):

 
  19,771      Anthem, Inc., 5.25%      929,829  
  143,925      Grand Rounds, Inc., Series C*(a)(b)      395,794  
     

 

 

 
        1,325,623  
     

 

 

 
 

Internet Software & Services (0.1%):

 
  63,925      Lookout, Inc., Series F*(a)(b)      613,680  
     

 

 

 
 

Multi-Utilities (0.1%):

 
  13,401      Dominion Resources, Inc., 6.75%      678,091  
     

 

 

 

Contracts,
Shares,

Notional

Amount or

Principal

Amount

           Fair Value  
 

Preferred Stocks, continued

 
 

Pharmaceuticals (0.2%):

 
  867      Allergan plc, Series A, 5.50%    $ 661,053  
  1,410      Teva Pharmaceutical Industries, Ltd., 7.00%      909,450  
     

 

 

 
        1,570,503  
     

 

 

 
 

Software (0.0%):

 
  116,157      Palantir Technologies, Inc., Series I*(a)(b)      939,710  
     

 

 

 
 

Total Preferred Stocks (Cost $7,793,069)

     7,457,577  
     

 

 

 
 

Warrant (0.0%):

 
 

Paper & Forest Products (0.0%):

 
  157,250      TFS Corp., Ltd.      50,365  
     

 

 

 
 

Total Warrant (Cost $–)

     50,365  
     

 

 

 
 

Convertible Preferred Stocks (0.2%):

 
 

Banks (0.0%):

 
  131      Wells Fargo & Co., Series L, Class A, 7.50%      155,890  
     

 

 

 
 

Internet Software & Services (0.2%):

 
  144,482      Domo, Inc., Series E*(a)(b)      1,174,638  
     

 

 

 
 

Total Convertible Preferred Stocks (Cost $1,361,004)

     1,330,528  
     

 

 

 
 

Right (0.0%):

 
 

Oil, Gas & Consumable Fuels (0.0%):

 
  9,579      TOTAL SA, Expires on 1/05/17(b)^      6,150  
     

 

 

 
 

Total Right (Cost $6,080)

     6,150  
     

 

 

 
 

Private Placements (0.0%):

 
 

Household Durables (0.0%):

 
$ 3,065,000      AliphCom, Inc., 0.00%, 4/1/20(a)(b)(d)      138,231  
     

 

 

 
 

Oil, Gas & Consumable Fuels (0.0%):

 
  268,000      Project Samson BND Corp., 0.00%, 4/1/20(a)(b)(d)      12,087  
     

 

 

 
 

Total Private Placements (Cost $3,333,000)

     150,318  
     

 

 

 
 

Convertible Bonds (0.5%):

 
 

Diversified Telecommunication Services (0.1%):

 
  300,000      Telefonica SA, Series TIT, 6.00%, 7/24/17+(e)      297,752  
  500,000      Telefonica SA, Series TEF, 4.90%, 9/25/17+      461,521  
     

 

 

 
        759,273  
     

 

 

 
 

Electrical Equipment (0.1%):

 
  478,000      Suzlon Energy, Ltd., Series SUEL, 5.75%, 7/16/19(d)(e)      475,610  
     

 

 

 
 

Food Products (0.0%):

 
  400,000      REI Agro, Ltd., Registered Shares, 5.50%, 11/13/14(a)(b)(f)      2,000  
     

 

 

 
 

Multi-Utilities (0.0%):

 
  3,561      Dominion Resources, Inc., 6.38%, 7/1/17      178,264  
     

 

 

 
 

Oil, Gas & Consumable Fuels (0.1%):

 
  486,000      Cobalt International Energy, Inc., 2.63%, 12/1/19      190,755  
  596,000      Cobalt International Energy, Inc., 3.13%, 5/15/24      166,880  
  631,620      Dana Gas Sukuk, Ltd., 7.00%, 10/31/17(e)      566,879  
     

 

 

 
        924,514  
     

 

 

 
 

Pharmaceuticals (0.1%):

 
  800,000      Bayer Capital Corp. BV, 5.63%, 11/22/19+(e)      918,621  
     

 

 

 
 

Real Estate Management & Development (0.0%):

 
  250,000      CapitaLand, Ltd., 1.95%, 10/17/23+(e)      170,776  
     

 

 

 
 

 

Continued

 

9


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Contracts,
Shares,

Notional

Amount or

Principal

Amount

           Fair Value  
 

Convertible Bonds, continued

 
 

Semiconductors & Semiconductor Equipment (0.0%):

 
$ 113,000      Intel Corp., 3.25%, 8/1/39    $ 199,233  
     

 

 

 
 

Wireless Telecommunication Services (0.1%):

 
  6,388      Mandatory Exchange Trust, 5.75%, 6/1/19(e)      697,888  
     

 

 

 
 

Total Convertible Bonds (Cost $5,651,750)

     4,326,179  
     

 

 

 
 

Bank Loans (0.6%):

 
 

Capital Markets (0.2%):

 
  857,857      Promontoria Blue Holding 2 BV, 7.00%, 4/15/20(b)(d)(g)      902,894  
  102,751      Sheridan Production Partners, 4.50%, 12/16/20(d)(g)      82,029  
  38,331      Sheridan Production Partners, 4.50%, 12/16/20(d)(g)      30,601  
  738,483      Sheridan Production Partners, 4.50%, 12/16/20(d)(g)      589,554  
     

 

 

 
        1,605,078  
     

 

 

 
 

Energy Equipment & Services (0.1%):

 
  369,419      Drillships Financing Holdings, Inc., 6.00%, 3/31/21(d)      237,906  
  1,273,508      Seadrill, Ltd., 4.00%, 2/21/21(d)      867,258  
     

 

 

 
        1,105,164  
     

 

 

 
 

Hotels, Restaurants & Leisure (0.1%):

 
  513,713      Hilton Worldwide Finance LLC, 3.50%, 10/26/20(d)      529,459  
     

 

 

 
 

Marine (0.1%):

 
  469,620      Drillships Ocean Ventures, Inc., 5.50%, 7/25/21(d)      369,140  
     

 

 

 
 

Media (0.1%):

 
  430,160      Univision Communications, Inc., 4.00%, 3/1/20(d)      432,311  
     

 

 

 
 

Metals & Mining (0.0%):

 
  166,625      Novelis, Inc., 4.25%, 6/2/22(d)      167,510  
     

 

 

 
 

Oil, Gas & Consumable Fuels (0.1%):

 
  405,533      Fieldwood Energy LLC, 8.38%, 9/20/20(d)      283,873  
  111,961      Fieldwood Holdings LLC, 8.00%, 8/31/20(d)      105,803  
     

 

 

 
     389,676  
     

 

 

 
 

Trading Companies & Distributors (0.0%):

 
  279,150      Univar USA, Inc., 4.25%, 7/1/22(d)      281,534  
     

 

 

 
 

Total Bank Loans (Cost $5,785,124)

     4,879,872  
     

 

 

 
 

Collateralized Mortgage Obligations (0.0%):

 
  459,000      Logistics UK, Class F, Series 2015-1A, 0.66%, 8/20/25(a)(b)(d)      543,067  
     

 

 

 
 

Total Collateralized Mortgage Obligations (Cost $689,595)

     543,067  
     

 

 

 
 

Corporate Bonds (1.5%):

 
 

Banks (0.4%):

 
  168,000      Bank of America Corp., 2.00%, 1/11/18, MTN      168,387  
  163,000      Bank of America Corp., 2.60%, 1/15/19      164,393  
  473,000      Citigroup, Inc., 1.80%, 2/5/18      472,735  
  389,000      Citigroup, Inc., Series O, 5.87%, 12/29/49, Callable 3/27/20 @ 100^(d)      392,890  

Contracts,
Shares,

Notional

Amount or

Principal

Amount

           Fair Value  
 

Corporate Bonds, continued

 
 

Banks, continued

 
$ 451,000      JPMorgan Chase & Co., 2.30%, 8/15/21, Callable 8/15/20 @ 100    $ 442,645  
  137,000      JPMorgan Chase & Co., 4.35%, 8/15/21      146,562  
  386,000      JPMorgan Chase & Co., 1.94%, 1/15/23, Callable 1/15/22 @ 100(d)      387,377  
  162,000      Merrill Lynch & Co., 6.88%, 4/25/18, MTN      172,191  
     

 

 

 
        2,347,180  
     

 

 

 
 

Biotechnology (0.1%):

 
  353,000      AbbVie, Inc., 2.50%, 5/14/20, Callable 4/14/20 @ 100      353,092  
  286,000      AbbVie, Inc., 2.30%, 5/14/21, Callable 4/14/21 @ 100      280,219  
     

 

 

 
        633,311  
     

 

 

 
 

Capital Markets (0.1%):

 
  321,000      Goldman Sachs Group, Inc. (The), Series L, 5.70%, 12/29/49, Callable 5/10/19 @ 100^(d)      328,961  
  337,000      Goldman Sachs Group, Inc. (The), Series M, 5.38%, 12/31/49, Callable 5/10/20 @ 100^(d)      340,370  
  238,000      Morgan Stanley, Series H, 5.45%, 7/29/49, Callable 7/15/19 @ 100^(d)      235,620  
     

 

 

 
        904,951  
     

 

 

 
 

Communications Equipment (0.0%):

 
  229,000      Cisco Systems, Inc., 2.20%, 2/28/21      228,507  
     

 

 

 
 

Consumer Finance (0.2%):

 
  292,000      Ally Financial, Inc., 2.75%, 1/30/17      292,057  
  203,000      Ally Financial, Inc., 3.50%, 1/27/19      204,015  
  209,000      American Express Co., Series C, 4.93%, 12/29/49, Callable 3/15/20 @ 100^(d)      198,289  
  264,000      Ford Motor Credit Co. LLC, 5.00%, 5/15/18      274,357  
  250,000      General Motors Financial Co., 3.50%, 7/10/19      254,564  
  122,000      Hyundai Capital America, 2.00%, 3/19/18(e)      121,978  
  87,000      Synchrony Financial, 3.75%, 8/15/21, Callable 6/15/21 @ 100      89,420  
     

 

 

 
        1,434,680  
     

 

 

 
 

Diversified Financial Services (0.0%):

 
  231,000      Berkshire Hathaway, Inc., 2.75%, 3/15/23, Callable 1/15/23 @ 100      230,133  
     

 

 

 
 

Diversified Telecommunication Services (0.2%):

 
  412,000      AT&T, Inc., 2.38%, 11/27/18      415,600  
  660,000      AT&T, Inc., 3.00%, 6/30/22, Callable 4/30/22 @ 100      647,862  
  53,000      Hughes Satellite Systems Corp., 7.63%, 6/15/21^      58,168  
  71,000      Verizon Communications, Inc., 1.75%, 8/15/21, Callable 7/15/21 @ 100^      68,110  
  156,000      Verizon Communications, Inc., 2.63%, 8/15/26^      143,606  
     

 

 

 
        1,333,346  
     

 

 

 
 

Equity Real Estate Investment Trusts (0.0%):

 
  80,000      American Tower Corp., 3.40%, 2/15/19      81,756  
     

 

 

 
 

 

Continued

 

10


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Contracts,
Shares,

Notional

Amount or

Principal

Amount

           Fair Value  
 

Corporate Bonds, continued

 
 

Health Care Equipment & Supplies (0.1%):

 
$ 370,000      Medtronic, Inc., 3.15%, 3/15/22    $ 378,962  
     

 

 

 
 

Industrial Conglomerates (0.1%):

 
  38,000      General Electric Capital Corp., Series A, 5.55%, 5/4/20, MTN^      41,980  
  196,000      General Electric Capital Corp., 6.38%, 11/15/67, Callable 11/15/17 @ 100(d)      197,225  
  332,000      General Electric Co., Series D, 5.00%, 12/29/49, Callable 1/21/21 @ 100(d)      344,516  
     

 

 

 
        583,721  
     

 

 

 
 

Internet Software & Services (0.0%):

 
  163,000      eBay, Inc., 3.80%, 3/9/22, Callable 2/9/22 @ 100^      168,400  
     

 

 

 
 

Media (0.1%):

 
  114,000      Cablevision Systems Corp., 5.88%, 9/15/22      111,150  
  624,776      Delta Topco, Ltd., 10.00%, 11/24/60(a)(b)      643,519  
  300,000      NBCUniversal Enterprise, Inc., 5.25%, 12/31/99, Callable 3/19/21 @ 100(e)      315,000  
     

 

 

 
        1,069,669  
     

 

 

 
 

Metals & Mining (0.0%):

 
  319,000      Freeport-McMoRan, Inc., 3.88%, 3/15/23, Callable 12/15/22 @ 100^      292,683  
     

 

 

 
 

Oil, Gas & Consumable Fuels (0.0%):

 
  136,000      Sabine Pass Liquefaction LLC, 5.63%, 4/15/23, Callable 1/15/23 @ 100      144,500  
     

 

 

 
 

Personal Products (0.0%):

 
  179,000      Edgewell Personal Care Co., 4.70%, 5/19/21^      188,413  
  167,000      Edgewell Personal Care Co., 4.70%, 5/24/22      172,010  
     

 

 

 
        360,423  
     

 

 

 
 

Pharmaceuticals (0.0%):

 
  149,000      Forest Laboratories, Inc., 5.00%, 12/15/21, Callable 9/16/21 @ 100(e)      161,096  
  228,000      Mylan, Inc., 2.55%, 3/28/19^      227,511  
     

 

 

 
        388,607  
     

 

 

 
 

Real Estate Management & Development (0.1%):

 
  473,000      Global Logistic Properties, Ltd., 3.88%, 6/4/25(b)(e)      459,176  
     

 

 

 
 

Semiconductors & Semiconductor Equipment (0.0%):

 
  388,000      QUALCOMM, Inc., 3.00%, 5/20/22^      393,155  
     

 

 

 
 

Software (0.1%):

 
  80,000      Activision Blizzard, 2.30%, 9/15/21, Callable 8/15/21 @ 100(e)      78,068  
     

 

 

 
  511,000      Oracle Corp., 1.90%, 9/15/21, Callable 8/15/21 @ 100      499,345  
     

 

 

 
        577,413  
     

 

 

 
 

Wireless Telecommunication Services (0.0%):

 
  210,000      T-Mobile USA, Inc., 6.00%, 4/15/24, Callable 4/15/19 @ 104.5      221,288  
     

 

 

 
 

Total Corporate Bonds (Cost $11,994,446)

     12,231,861  
     

 

 

 

Contracts,
Shares,

Notional

Amount or

Principal

Amount

           Fair Value  
 

Foreign Bonds (7.1%):

 
 

Banks (0.1%):

 
$ 330,000      Lloyds TSB Bank plc, Series E, 13.00%, 1/29/49, Callable 1/21/29 @ 126+(d)    $ 712,990  
     

 

 

 
 

Metals & Mining (0.0%):

 
  139,000      Constellium NV, 7.00%, 1/15/23+(e)      147,029  
     

 

 

 
 

Sovereign Bonds (7.0%):

 
  2,093,000      Australian Government, Series 124, 5.75%, 5/15/21+      1,734,336  
  3,758,000      Australian Government, Series 128, 5.75%, 7/15/22+      3,191,852  
  609,000      Australian Government, Series 133, 5.50%, 4/21/23+      517,693  
  3,209,000      Brazil Nota do Tesouro Nacional, Series NTNF, 0.94%, 1/1/21+(h)(i)      949,944  
  209,000      Brazil Nota do Tesouro Nacional, Series NTNB, 0.00%, 8/15/22+(i)      194,487  
  582,959      Bundesobligation, Series 173, 0.00%, 4/9/21+      629,786  
  1,804,831      Bundesrepub. Deutshland, 0.20%, 8/15/26+(e)      1,864,244  
  1,155,000      Canada Housing Trust, 1.25%, 6/15/21+(e)      852,850  
  1,774,000      Canadian Government, 0.25%, 5/1/18+      1,313,844  
  4,518,000      Canadian Government, 0.50%, 8/1/18+      3,353,584  
  1,126,000      Canadian Government, 0.75%, 3/1/21+      827,755  
  128,000      Federative Republic of Brazil, 2.88%, 4/1/21+      137,246  
  79,850,000      Government of Japan, Series 350, 0.10%, 3/15/17+      683,822  
  1,789,000      Government of Poland, 5.75%, 10/25/21+      481,855  
  470,000,000      Japan Treasury Discount Bill, Series 638, 0.00%, 1/16/17+(h)      4,021,987  
  240,000,000      Japan Treasury Discount Bill, Series 641, 0.00%, 1/30/17+(h)      2,054,140  
  490,000,000      Japan Treasury Discount Bill, Series 643, 0.00%, 2/13/17+(h)      4,194,079  
  510,000,000      Japan Treasury Discount Bill, Series 647, 0.00%, 2/27/17+(h)      4,366,034  
  230,000,000      Japan Treasury Discount Bill, Series 631, 0.00%, 3/10/17+(h)      1,969,072  
  520,000,000      Japan Treasury Discount Bill, Series 651, 0.00%, 3/21/17+(h)      4,452,559  
  520,000,000      Japan Treasury Discount Bill, Serries 650, 0.00%, 6/12/17+(h)      4,455,403  
  218,500,000      Japan Treasury Discount Bill, Series 362, 0.10%, 3/15/18+      1,877,686  
  273,450,000      Japan Treasury Discount Bill, Series 369, 0.10%, 10/15/18+      2,352,077  
  63,750,500      Mexican Bonos Desarr, Series M, 6.50%, 6/10/21+(d)(j)      2,999,995  
  2,503,000      New Zealand Government, Series 0521, 6.00%, 5/15/21+      1,973,841  
  2,485,000      Nota Do Tesouro Nacional, Series NTNF, 1.23%, 1/1/18+(i)      754,504  
  2,118,000      Poland Government Bond, Series 1020, 5.25%, 10/25/20+      553,149  
 

 

Continued

 

11


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Contracts,
Shares,

Notional

Amount or

Principal

Amount

           Fair Value  
 

Foreign Bonds, continued

 
 

Sovereign Bonds, continued

 
$ 4,046,000      Poland Government Bond, Series 0725, 3.25%, 7/25/25+    $ 949,335  
  4,234,000      Poland Government Bond, Series 0726, 2.50%, 7/25/26+      919,709  
  100,000      Republic of Argentina, 3.88%, 1/15/22+(e)      100,724  
  488,000      Republic of Indonesia, 2.63%, 6/14/23+(e)      515,945  
  1,520,000      Romania Government Bond, 4.75%, 2/24/25+      382,455  
  1,113,373      United Kingdom Treasury, 2.00%, 9/7/25+      1,474,236  
     

 

 

 
        57,100,228  
     

 

 

 
 

Total Foreign Bonds (Cost $62,205,898)

     57,960,247  
     

 

 

 
 

Yankee Dollars (1.4%):

 
 

Banks (0.3%):

 
  494,000      BNP Paribas SA, 2.40%, 12/12/18      497,879  
  273,000      Export-Import Bank of Korea, 2.63%, 12/30/20      272,490  
  614,000      HSBC Holdings plc, 6.38%, 12/29/49, Callable 9/17/24 @ 100(d)      604,023  
  403,000      Intesa Sanpaolo SpA, 3.88%, 1/15/19      410,221  
     

 

 

 
        1,784,613  
     

 

 

 
 

Capital Markets (0.0%):

 
  207,000      UBS Group AG, 4.13%, 9/24/25(e)      210,988  
     

 

 

 
 

Diversified Telecommunication Services (0.1%):

 
  272,000      Intelsat Jackson Holdings SA, 7.50%, 4/1/21, Callable 2/6/17 @ 103.75^      207,399  
  89,000      Intelsat Jackson Holdings SA, 8.00%, 2/15/24, Callable 2/15/19 @ 104^(e)      91,448  
  289,000      Telecom Italia SpA, 5.30%, 5/30/24^(e)      282,498  
     

 

 

 
        581,345  
     

 

 

 
 

Industrial Conglomerates (0.0%):

 
  200,000      Odebrecht Finance, Ltd., 4.38%, 4/25/25(e)      115,500  
     

 

 

 
 

Internet Software & Services (0.1%):

 
  314,000      Alibaba Group Holding, Ltd., 3.13%, 11/28/21, Callable 9/28/21 @ 100      313,779  
     

 

 

 
 

Oil, Gas & Consumable Fuels (0.2%):

 
  355,000      Petroleos Mexicanos, 4.61%, 3/11/22^(d)(e)      366,094  
  368,000      Petroleos Mexicanos, 4.63%, 9/21/23(e)      357,990  
  753,000      YPF SA, 8.50%, 7/28/25^(e)      763,542  
     

 

 

 
        1,487,626  
     

 

 

 
 

Paper & Forest Products (0.1%):

 
  1,018,000      TFS Corp., Ltd., 8.75%, 8/1/23, Callable 8/1/19 @ 106.56(e)      1,079,080  
     

 

 

 
 

Pharmaceuticals (0.0%):

 
  287,000      Actavis Funding SCS, 3.00%, 3/12/20, Callable 2/12/20 @ 100      290,979  
     

 

 

 
 

Real Estate Management & Development (0.0%):

 
  167,500      IRSA Propiedades Comerciales SA, 8.75%, 3/23/23, Callable 3/23/20 @ 104.38(e)      177,341  
     

 

 

 
 

Road & Rail (0.0%):

 
  527,380      Inversiones Alsacia SA, 8.00%, 12/31/18, Callable 1/23/17 @ 100      27,687  
     

 

 

 

Contracts,
Shares,

Notional

Amount or

Principal

Amount

           Fair Value  
 

Yankee Dollars, continued

 
 

Sovereign Bonds (0.7%):

 
$ 234,000      Federal Republic of Brazil, 4.88%, 1/22/21    $ 241,020  
  257,000      Federal Republic of Brazil, 2.63%, 1/5/23      228,730  
  736,000      Republic of Argentina, 6.88%, 4/22/21^(e)      783,840  
  630,000      Republic of Argentina, 7.50%, 4/22/26(e)      661,500  
  631,000      Republic of Argentina, 7.13%, 7/6/36^(e)      600,239  
  338,000      Republic of Hungary, 6.25%, 1/29/20      369,688  
  934,000      Republic of Hungary, 6.38%, 3/29/21      1,045,856  
  233,000      Republic of Indonesia, 6.88%, 1/17/18(e)      245,078  
  200,000      Republic of Indonesia, 3.70%, 1/8/22(e)      200,449  
  154,000      Republic of Poland, 5.00%, 3/23/22      167,760  
  309,000      Republic of Turkey, 6.75%, 4/3/18      322,457  
  461,000      Saudi International Bond, 2.38%, 10/26/21(e)      447,602  
     

 

 

 
        5,314,219  
     

 

 

 
 

Total Yankee Dollars (Cost $11,858,838)

     11,383,157  
     

 

 

 
 

U.S. Government Agency Mortgages (0.3%):

 
 

Federal National Mortgage Association (0.3%)

 
  2,574,283      3.00%, 1/25/46      2,557,328  
     

 

 

 
 

Total U.S. Government Agency Mortgages (Cost $2,563,021)

     2,557,328  
     

 

 

 
 

U.S. Treasury Obligations (7.3%):

 
 

U.S. Treasury Bills (4.1%)

 
  7,000,000      0.35%, 1/19/17(h)      6,998,712  
  4,000,000      0.37%, 1/26/17(h)      3,998,924  
  4,000,000      0.38%, 2/2/17(h)      3,998,592  
  9,000,000      0.41%, 2/9/17(h)      8,995,861  
  6,000,000      0.46%, 3/9/17(h)      5,994,804  
  4,000,000      0.48%, 3/23/17(h)      3,995,612  
     

 

 

 
        33,982,505  
     

 

 

 
 

U.S. Treasury Inflation Index Notes (1.4%)

 
  3,623,800      0.13%, 4/15/21      3,717,138  
  3,584,200      0.63%, 1/15/26      3,678,332  
  3,622,700      0.13%, 7/15/26      3,532,791  
     

 

 

 
        10,928,261  
     

 

 

 
 

U.S. Treasury Notes (2.1%)

 
  1,140,500      0.88%, 1/31/17(k)      1,140,954  
  946,500      1.13%, 7/31/21      914,926  
  16,379,900      1.25%, 10/31/21      15,883,393  
     

 

 

 
        17,939,273  
     

 

 

 
 

Total U.S. Treasury Obligations (Cost $63,664,590)

     62,850,039  
     

 

 

 
 

Purchased Swaptions (0.0%):

 
 

Total Purchased Swaptions (Cost $165,464)

     405,711  
     

 

 

 
 

Purchased Options (0.6%):

 
 

Total Purchased Options (Cost $1,793,484)

     4,651,266  
     

 

 

 
 

Exchange Traded Funds (1.4%):

 
  2,334      ETFS Platinum Trust(k)      201,681  
  2,764      ETFS Physical Palladium Shares(k)      180,240  
  61,700      iShares Gold Trust(k)      683,636  
  96,776      SPDR Gold Trust*(c)(k)      10,607,618  
     

 

 

 
 

Total Exchange Traded Fund (Cost $12,809,626)

     11,673,175  
     

 

 

 
 

 

Continued

 

12


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Shares            Fair Value  
 

Mutual Fund (0.0%):

 
$ 4,496      iShares Iboxx $ High Yield Corporate Bond Fund, 5.27%    $ 389,129  
     

 

 

 
 

Total Mutual Fund (Cost $376,034)

     389,129  
     

 

 

 
 

Securities Held as Collateral for Securities on Loan (2.2%):

 
  17,802,661      AZL BlackRock Global Allocation Fund Securities Lending Collateral Account(l)      17,802,661  
     

 

 

 
 

Total Securities Held as Collateral for Securities on Loan
(Cost $17,802,661)

     17,802,661  
     

 

 

 
 

Unaffiliated Investment Company (1.0%):

 
  4,125,473      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.31%(h)      4,125,473  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $4,125,473)

     4,125,473  
     

 

 

 
 

Affiliated Investment Companies (44.9%):

 
  15,460,079      AZL Global Equity Index Fund      144,706,339  
  20,681,413      AZL Enhanced Bond Index Fund      220,670,678  
     

 

 

 
 

Total Affiliated Investment Company (Cost $363,565,788)

     365,377,017  
     

 

 

 
 

Total Investment Securities

 
 

(Cost $775,719,468)(m) — 97.4%

     793,103,572  
 

Net other assets (liabilities) — 2.6%

     21,415,781  
     

 

 

 
 

Net Assets — 100.0%

   $ 814,519,353  
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

ADR — American Depositary Receipt

MTN — Medium Term Note

SPDR — Standard & Poor’s Depository Receipts

TBA — To Be Announced Security

* Non-income producing security.

 

^ This security or a partial position of this security was on loan as of December 31, 2016. The total value of securities on loan as of December 31, 2016, was $16,801,712.

 

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

 

(a) Rule 144A, Section 4(2) or other security which is restricted to resale to institutional investors. The sub-adviser has deemed these securities to be illiquid based on procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent 1.10% of the net assets of the fund.

 

(b) Security was valued in good faith pursuant to procedures approved by the Board of Trustees as of December 31, 2016. The total of all such securities represent 1.27% of the net assets of the fund.

 

(c) All or a portion of this security has been pledged as collateral for open derivative positions.

 

(d) Variable rate security. The rate presented represents the rate in effect at December 31, 2016. The date presented represents the final maturity date.

 

(e) 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.

 

(f) Defaulted bond.

 

(g) The sub-adviser has deemed these securities to be illiquid based on procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent 0.20% of the net assets of the Fund.

 

(h) The rate represents the effective yield at December 31, 2016.

 

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

 

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

 

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

 

(l) 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, 2016.

 

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

 

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, 2016: (Unaudited)

 

Country   Percentage  

Argentina

    0.3 % 

Australia

    0.8 % 

Belgium

    0.2 % 

Bermuda

    — %NM 

Brazil

    0.4 % 

Canada

    1.0 % 

Cayman Islands

    28.1 % 

Chile

    — %NM 

China

    0.2 % 

Czech Republic

    — %NM 

European Community

    — %NM 

Finland

    0.1 % 

France

    1.5 % 

Germany

    1.2 % 

Guernsey

    — %NM 

Hong Kong

    0.4 % 

Hungary

    0.2 % 

India

    0.5 % 

Indonesia

    0.3 % 

Ireland (Republic of)

    0.3 % 

Israel

    0.1 % 

Italy

    0.5 % 
Country   Percentage  

Japan

    8.6 % 

Jersey

    0.1 % 

Luxembourg

    0.1 % 

Mexico

    0.5 % 

Netherlands

    1.1 % 

New Zealand

    0.3 % 

Poland

    0.4 % 

Portugal

    — %NM 

Republic of Korea (South)

    0.3 % 

Romania

    — %NM 

Saudi Arabia

    0.1 % 

Singapore

    0.3 % 

Spain

    0.3 % 

Sweden

    0.3 % 

Switzerland

    0.6 % 

Taiwan, Province Of China

    0.1 % 

Thailand

    0.1 % 

Turkey

    — %NM 

United Arab Emirates

    0.1 % 

United Kingdom

    2.3 % 

United States

    76.3 % 
 

 

 

 
    100.0 % 
 

 

 

 

 

 

 

NM 

Not meaningful, amount is less than 0.05%.

 

Continued

 

13


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Securities Sold Short (0.4%):(a)

 

Security Description    Proceeds
Received
   Fair Value    Unrealized
Appreciation/
Deprecation

Bank of Montreal

     $ (493,793 )      $ (552,517 )      $ (58,724 )

Ecolab, Inc.

       (552,580 )        (550,465 )        2,115

LafargeHolcim, Ltd., Registered Shares

       (238,257 )        (253,745 )        (15,488 )

Procter & Gamble Co. (The)

       (599,100 )        (567,036 )        32,064

ProLogis, Inc.

       (787,708 )        (835,032 )        (47,324 )

Royal Bank of Canada

       (621,331 )        (648,781 )        (27,450 )
    

 

 

      

 

 

      

 

 

 
     $ (3,292,769 )      $ (3,407,576 )      $ (114,807 )
    

 

 

      

 

 

      

 

 

 

Futures Contracts

Cash of $41,425,327 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

DJ EURO STOXX 50 March Futures (Euro)(a)

       Short        3/17/17        (25 )      $ (862,259 )      $ (24,088 )

Mini MSCI Emerging Markets Index Future (U.S. Dollar)(a)

       Short        3/17/17        (14 )        (601,230 )        1,285

NASDAQ 100 E-Mini March Futures (U.S. Dollar)(a)

       Short        3/17/17        (35 )        (3,404,800 )        2,288

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

       Short        3/17/17        (76 )        (8,497,560 )        19,566

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

       Long        3/17/17        181        20,237,610        42,023

ASX SPI 200 Index March Futures (Australian Dollar)(a)

       Long        3/16/17        1        101,569        1,570

Tokyo Price Index March Futures (Japanese Yen)(a)

       Long        3/9/17        8        1,039,192        23,755

U.S. Treasury 10-Year Note March Futures (U.S. Dollar)

       Long        3/22/17        164        20,382,125        (125,832 )
                        

 

 

 

Total

                         $ (59,433 )
                        

 

 

 

Option Contracts (a)

Over-the-counter options purchased as of December 31, 2016 were as follows:

 

Description    Counterparty   

Put/

Call

   Strike Price      Expiration
Date
     Contracts      Fair
Value
 

AFLAC, Inc.

   Goldman Sachs    Call      85.00        USD        1/19/18        11,464      $ 9,498  

Allstate Corp.

   Goldman Sachs    Call      80.00        USD        1/19/18        7,300        19,638  

Apple, Inc.

   UBS Warburg    Call      110.00        USD        9/15/17        13,425        161,153  

BB&T Corp.

   Goldman Sachs    Call      40.00        USD        1/19/18        15,939        135,819  

Capital One Financial Corp.

   Goldman Sachs    Call      80.00        USD        1/19/18        16,317        230,521  

CIT Group, Inc.

   Goldman Sachs    Call      42.00        USD        1/19/18        9,806        51,825  

Citigroup, Inc.

   Goldman Sachs    Call      55.00        USD        1/19/18        22,361        221,517  

CME Group, Inc.

   Goldman Sachs    Call      115.00        USD        1/19/18        7,846        79,329  

Comerica, Inc.

   Goldman Sachs    Call      55.00        USD        1/19/18        13,712        223,693  

E*Trade Financial Corp.

   Goldman Sachs    Call      35.00        USD        1/19/18        20,308        89,071  

Euro Stoxx 50 Index

   Morgan Stanley    Call      3025.00        EUR        3/17/17        69        21,159  

Euro Stoxx 50 Index

   Morgan Stanley    Call      3025.00        EUR        3/17/17        69        21,159  

Euro Stoxx 50 Index

   Morgan Stanley    Call      3125.00        EUR        3/17/17        150        33,218  

Euro Stoxx 50 Index

   Citigroup Global Markets    Call      3150.00        EUR        6/16/17        256        53,266  

Euro Stoxx 50 Index

   Deutsche Bank    Call      3426.55        EUR        9/21/18        106        20,831  

Fifth Third BanCorp

   Goldman Sachs    Call      25.00        USD        1/19/18        22,361        91,876  

Franklin Resources, Inc.

   Goldman Sachs    Call      45.00        USD        1/19/18        20,188        50,628  

JPMorgan Chase & Co.

   Goldman Sachs    Call      70.00        USD        1/19/18        22,361        419,033  

KeyCorp

   Goldman Sachs    Call      15.00        USD        1/19/18        22,361        92,147  

Lincoln Natl Corp.

   Goldman Sachs    Call      55.00        USD        1/19/18        13,582        203,318  

MetLife, Inc.

   Goldman Sachs    Call      52.50        USD        1/19/18        22,361        135,857  

Morgan Stanley

   Goldman Sachs    Call      35.00        USD        1/19/18        22,361        215,397  

Munulife Financial Corp.

   Goldman Sachs    Call      22.00        CAD        1/19/18        22,361        49,369  

 

Continued

 

14


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Description    Counterparty   

Put/

Call

   Strike Price      Expiration
Date
     Contracts      Fair
Value
 

Qualcomm, Inc.

   Deutsche Bank    Call      52.50        USD        5/19/17        12,183      $ 163,663  

Regions Financial Corp.

   Goldman Sachs    Call      12.00        USD        1/19/18        22,361        71,665  

SPDR Gold Shares(b)

   Societe Generale    Call      120.00        USD        2/17/17        8,975        2,330  

SPDR Gold Trust(b)

   Societe Generale    Call      121.00        USD        1/20/17        11,238        641  

State Street Corp.

   Goldman Sachs    Call      72.50        USD        1/19/18        15,129        172,310  

Stoxx Europe 600 Index

   Credit Suisse First Boston    Call      355.61        EUR        3/17/17        2,250        32,228  

SunTrust Banks, Inc.

   Goldman Sachs    Call      55.00        USD        1/19/18        22,361        123,814  

Synchrony Financial

   Goldman Sachs    Call      35.00        USD        1/19/18        22,361        113,976  

TD Ameritrade Holdg Corp.

   Goldman Sachs    Call      40.00        USD        1/19/18        19,059        128,557  

The Charles Schwab Corp.

   Goldman Sachs    Call      40.00        USD        1/19/18        22,361        103,029  

Tokyo Stock Exchange Price Index

   Goldman Sachs    Call      1550.00        JPY        1/13/17        88,794        4,961  

Tokyo Stock Exchange Price Index

   Societe Generale    Call      1500.00        JPY        2/10/17        66,195        26,799  

Tokyo Stock Exchange Price Index

   Citigroup    Call      1550.00        JPY        2/10/17        88,014        15,543  

Tokyo Stock Exchange Price Index

   Bank of America    Call      1520.00        JPY        3/10/17        72,815        29,337  

Tokyo Stock Exchange Price Index

   UBS Warburg    Call      1560.00        JPY        3/10/17        84,447        20,145  

Tokyo Stock Exchange Price Index

   BNP Paribas    Call      1438.66        JPY        4/14/17        89,082        111,449  

Travelers Companies, Inc.

   Goldman Sachs    Call      135.00        USD        1/19/18        6,915        25,405  

Wells Fargo & Co.

   Goldman Sachs    Call      55.00        USD        1/19/18        22,361        122,909  

Zions Bancorporation

   Goldman Sachs    Call      35.00        USD        1/19/18        18,333        181,193  

Euro Stoxx 50 Index

   Barclays Bank    Put      3000.00        EUR        1/20/17        507        1,544  

Ibovespa Brasil Sao Paulo Index

   Bank of America    Put      59177.00        BRL        4/12/17        76        43,256  

Russell 2000 Index

   Goldman Sachs    Put      1340.00        USD        1/20/17        1,140        17,337  

S&P 500 Index

   BNP Paribas    Put      2225.00        USD        1/20/17        1,270        23,967  

S&P 500 Index

   JPMorgan Chase    Put      2150.00        USD        2/17/17        759        13,577  

S&P 500 Index

   Citigroup    Put      2195.00        USD        2/17/17        710        18,872  

S&P 500 Index

   Morgan Stanley    Put      2150.00        USD        3/17/17        761        23,693  
                    

 

 

 

Total (Premiums $445,985)

 

            $ 4,221,522  
                    

 

 

 

Over-the-counter options written as of December 31, 2016 were as follows:

 

Description    Counterparty   

Put/

Call

   Strike Price      Expiration
Date
     Contracts      Fair
Value
 

Apple, Inc.

   UBS Warburg    Call      130.00        USD        9/15/17        13,425      $ (45,713 ) 

Euro Stoxx 50 Index

   Morgan Stanley    Call      3450.00        EUR        3/17/17        150        (5,188 ) 

Ibovespa Brasil Sao Paulo Index

   Bank of America    Call      64946.76        BRL        4/12/17        76        (37,467 ) 

Johnson & Johnson

   Barclays Bank    Call      110.00        USD        1/20/17        10,152        (57,405 ) 

Qualcomm, Inc.

   Deutsche Bank    Call      70.00        USD        5/19/17        12,183        (25,946 ) 

Russell 2000 Index

   Barclays Bank    Call      1400.00        USD        1/20/17        1,140        (6,007 ) 

S&P 500 Index

   BNP Paribas    Call      2265.00        USD        1/20/17        1,270        (14,988 ) 

S&P 500 Index

   JPMorgan Chase    Call      2275.00        USD        2/17/17        759        (15,304 ) 

S&P 500 Index

   Morgan Stanley    Call      2290.00        USD        3/17/17        761        (19,467 ) 

Tokyo Stock Exchange Price Index

   Citigroup    Call      1650.00        JPY        2/10/17        88,014        (1,618 ) 

Apple, Inc.

   UBS Warburg    Put      100.00        USD        9/15/17        13,425        (49,573 ) 

Euro Stoxx 50 Index

   Citigroup Global Markets    Put      2350.00        EUR        6/16/17        256        (4,742 ) 

Euro Stoxx 50 Index

   Deutsche Bank    Put      2586.07        EUR        9/21/18        106        (19,555 ) 

Ibovespa Brasil Sao Paulo Index

   Bank of America    Put      50300.45        BRL        4/12/17        76        (8,889 ) 

Qualcomm, Inc.

   Deutsche Bank    Put      40.00        USD        5/19/17        12,183        (1,573 ) 

S&P 500 Index

   Citigroup    Put      2195.00        USD        2/17/17        710        (18,872 ) 
                    

 

 

 

Total

 

            $ (332,307 ) 
                    

 

 

 

Exchange-traded options written as of December 31, 2016 were as follows:

 

Description   

Put/

Call

   Strike Price      Expiration
Date
     Contracts      Fair
Value
 

Tiffany & Co.

   Call    72.50      USD        2/17/17        26      $ (16,900 ) 

Tiffany & Co.

   Call    75.00      USD        2/17/17        26        (12,285 ) 

 

Continued

 

15


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Description   

Put/

Call

   Strike Price      Expiration
Date
     Contracts      Fair
Value
 

Whole Foods Market, Inc.

   Call    33.00      USD        2/17/17        91      $ (5,188 ) 

SPDR Gold Shares(b)

   Put    110.00      USD        2/17/17        90        (22,590 ) 
                 

 

 

 

Total (Premiums $48,069)

            $ (56,963 ) 
                 

 

 

 

Over-the-counter currency options purchased as of December 31, 2016 were as follows:

 

Description    Counterparty    Strike Price      Expiration
Date
     Notional
Amount
     Fair
Value
 

European Dollar Call Currency Option (USD/EUR)

   Morgan Stanley    1.12      EUR        4/06/17        25,604      $ 12,914  

European Dollar Call Currency Option (USD/EUR)

   Goldman Sachs    1.10      EUR        4/20/17        17,270        14,663  

European Dollar Call Currency Option (USD/EUR)

   Deutsche Bank    1.11      EUR        5/04/17        18,194        16,085  

Japanese Yen Call Currency Option (USD/JPY)

   JPMorgan Chase    111.25      USD        2/17/17        25,397        126,805  

Japanese Yen Call Currency Option (USD/JPY)

   Deutsche Bank    110.25      USD        3/15/17        25,401        149,905  

Japanese Yen Call Currency Option (USD/JPY)

   UBS Warburg    112.75      USD        3/22/17        25,430        109,372  
                 

 

 

 

Total

            $ 429,744  
                 

 

 

 

Over-the-counter currency options written as of December 31, 2016 were as follows:

 

Description    Counterparty    Strike Price      Expiration
Date
     Notional
Amount
     Fair
Value
 

Japanese Yen Call Currency Option (USD/JPY)

   JPMorgan Chase    116.50      USD        2/17/17        (25,397 )     $ (47,622 ) 

Japanese Yen Call Currency Option (USD/JPY)

   Deutsche Bank    117.00      USD        3/15/17        (25,401 )       (51,810 ) 

Japanese Yen Call Currency Option (USD/JPY)

   UBS Warburg    118.00      USD        3/22/17        (25,431 )       (44,918 ) 

Maxican Call Currency Option (USD/MXN)

   Goldman Sachs    21.75      USD        4/05/17        (12,910 )       (19,282 ) 

New Zealand Call Currency Option (USD/NZD)

   Goldman Sachs    0.73      NZD        5/04/17        (18,074 )       (11,795 ) 

Norwegian Call Currency Option (USD/NOK)

   UBS Warburg    9.05      USD        4/05/17        (12,896 )       (10,874 ) 

South African Call Currency Option (USD/ZAR)

   UBS Warburg    15.75      USD        2/17/17        (12,698 )       (2,922 ) 

European Dollar Call Currency Option (USD/EUR)

   Morgan Stanley    1.05      EUR        4/06/17        (25,604 )       (43,852 ) 

European Dollar Call Currency Option (USD/EUR)

   Goldman Sachs    1.03      EUR        4/20/17        (17,270 )       (23,037 ) 

European Dollar Call Currency Option (USD/EUR)

   Deutsche Bank    1.04      EUR        5/04/17        (18,194 )       (29,086 ) 

Japanese Yen Call Currency Option (USD/JPY)

   JPMorgan Chase    103.00      USD        2/17/17        (25,397 )       (1,541 ) 

Japanese Yen Call Currency Option (USD/JPY)

   Deutsche Bank    103.00      USD        3/15/17        (25,401 )       (3,406 ) 

Japanese Yen Call Currency Option (USD/JPY)

   UBS Warburg    105.00      USD        3/22/17        (25,431 )       (6,402 ) 

New Zealand Call Currency Option (USD/NZD)

   Goldman Sachs    0.66      NZD        5/04/17        (18,075 )       (14,742 ) 

South African Call Currency Option (USD/ZAR)

   UBS Warburg    13.60      USD        2/17/17        (12,698 )       (22,011 ) 
                 

 

 

 

Total (Premiums $281,021)

            $ (333,300 ) 
                 

 

 

 

Over-the-counter interest rate swaptions purchased as of December 31, 2016 were as follows:

 

Description    Counterparty   

Put/

Call

   Exercise
Rate
     Expiration
Date
     Notional
Amount
     Fair
Value
 

MC RTR 2Y X 2Y C2.1 4/12/17

   Goldman Sachs    Call      2.10        USD        4/12/17        2,069      $ 51,560  

5-Year Interest Rate, Pay 6-Month JPY LIBOR

   Deutsche Bank    Put      1.07        JPY        4/04/18        1,006,979        519  

MC 5YX5Y RTP PUT 1.956 4/11/2017

   Goldman Sachs    Put      1.96        USD        4/11/17        471        165,619  

MC USD 5Y P1.986 4/12/2017

   Goldman Sachs    Put      1.99        USD        4/12/17        472        160,484  

RTP EUR 30Y P1.5 06/09/17

   Goldman Sachs    Put      1.50        EUR        6/09/17        95        27,529  
                    

 

 

 

Total

 

            $ 405,711  
                    

 

 

 

Over-the-counter interest rate swaptions written as of December 31, 2016 were as follows:

 

Description    Counterparty   

Put/

Call

   Exercise
Rate
     Expiration
Date
     Notional
Amount
     Fair
Value
 

RTR EUR 5Y C0.10 06/09/17

   Goldman Sachs    Call      0.10        EUR        6/09/17        478      $ (19,669 ) 

MC RTP 2Y X 2Y P3 4/12/17

   Goldman Sachs    Put      3.00        USD        4/12/17        2,068        (15,430 ) 

MC USD 5Y P2.1585 04/11/17

   Goldman Sachs    Put      2.16        USD        4/11/17        471        (128,503 ) 

 

Continued

 

16


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Description    Counterparty   

Put/

Call

   Exercise
Rate
     Expiration
Date
     Notional
Amount
     Fair
Value
 

MC USD 5Y P2.361 4/11/17

   Goldman Sachs    Put      2.36        USD        4/11/17        471      $ (94,014 ) 

MC USD 5YR P2.186 04/12/17

   Goldman Sachs    Put      2.19        USD        4/12/17        472        (124,067 ) 

MC USD 5YX5Y RTP PUT 2.386 4/12/17

   Goldman Sachs    Put      2.39        USD        4/12/17        472        (90,441 ) 

RTP EUR 5Y P0.45 06/09/17

   Goldman Sachs    Put      0.45        EUR        6/09/17        479        (9,256 ) 
                    

 

 

 

Total (Premiums $127,229)

 

            $ (481,380 ) 
                    

 

 

 

Forward Currency Contracts

At December 31, 2016, 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

     Deutsche Bank        1/5/17        530,000      $ 399,101      $ 382,343      $ 16,758  

Australian Dollar

     Citigroup Global Markets        5/10/17        1,315,000        1,012,938        945,763        67,175  

Australian Dollar

     Goldman Sachs        5/10/17        1,296,000        997,881        932,098        65,783  

British Pound

     UBS Warburg        1/13/17        1,159,000        1,448,634        1,428,625        20,009  

British Pound

     Deutsche Bank        2/9/17        185,000        230,974        228,188        2,786  

Emirati Dirham

     BNP Paribas        1/19/17        2,788,058        753,000        759,166        (6,166 ) 

Emirati Dirham

     Goldman Sachs        1/19/17        2,790,242        753,000        759,761        (6,761 ) 

Emirati Dirham

     BNP Paribas        1/25/17        2,766,290        747,000        753,231        (6,231 ) 

European Euro

     Credit Suisse First Boston        1/6/17        695,000        742,072        731,723        10,349  

European Euro

     Deutsche Bank        1/26/17        561,000        600,663        591,277        9,386  

European Euro

     Morgan Stanley        1/26/17        491,000        529,362        517,499        11,863  

European Euro

     Morgan Stanley        2/2/17        874,000        942,609        921,486        21,123  

European Euro

     UBS Warburg        2/24/17        578,000        605,363        609,979        (4,616 ) 

European Euro

     Deutsche Bank        3/9/17        580,000        606,402        612,506        (6,104 ) 

Japanese Yen

     BNP Paribas        1/12/17        123,847,200        1,200,000        1,060,566        139,434  

Japanese Yen

     Deutsche Bank        1/12/17        113,284,025        1,025,000        970,108        54,892  

Japanese Yen

     Goldman Sachs        1/17/17        950,000,000        9,176,749        8,137,806        1,038,943  

Japanese Yen

     UBS Warburg        1/30/17        480,000,000        4,597,745        4,114,986        482,759  

Japanese Yen

     UBS Warburg        2/2/17        63,539,000        557,883        544,773        13,110  

Japanese Yen

     BNP Paribas        2/13/17        240,000,000        2,332,577        2,058,548        274,029  

Japanese Yen

     HSBC Bank        2/13/17        3,510,006        32,399        30,106        2,293  

Japanese Yen

     UBS Warburg        2/13/17        250,000,000        2,433,801        2,144,321        289,480  

Japanese Yen

     Goldman Sachs        2/16/17        112,054,634        1,027,000        961,230        65,770  

Japanese Yen

     Goldman Sachs        2/17/17        121,460,730        1,042,000        1,041,956        44  

Japanese Yen

     UBS Warburg        2/24/17        73,046,230        620,000        626,790        (6,790 ) 

Japanese Yen

     Morgan Stanley        2/27/17        510,000,000        4,682,508        4,376,656        305,852  

Japanese Yen

     Barclays Bank        3/2/17        116,243,049        1,027,000        997,691        29,309  

Japanese Yen

     UBS Warburg        3/2/17        117,059,514        1,027,000        1,004,698        22,302  

Japanese Yen

     Barclays Bank        3/3/17        116,295,584        1,028,000        998,199        29,801  

Japanese Yen

     JPMorgan Chase        3/3/17        116,580,812        1,029,000        1,000,647        28,353  

Japanese Yen

     Deutsche Bank        3/9/17        73,399,248        624,000        630,224        (6,224 ) 

Japanese Yen

     BNP Paribas        3/10/17        480,000,000        4,753,369        4,121,637        631,732  

Japanese Yen

     JPMorgan Chase        3/21/17        520,000,000        4,575,330        4,467,928        107,402  

Japanese Yen

     Credit Suisse First Boston        4/7/17        116,412,660        1,030,000        1,001,179        28,821  

Japanese Yen

     Goldman Sachs        4/7/17        117,520,597        1,031,000        1,010,708        20,292  

Japanese Yen

     Credit Suisse First Boston        6/12/17        520,000,000        4,609,888        4,487,634        122,254  

New Zealand Dollar

     UBS Warburg        5/4/17        1,421,000        1,040,740        983,053        57,687  

New Zealand Dollar

     JPMorgan Chase        5/10/17        1,430,000        1,045,674        989,089        56,585  

Taiwanese Dollar

     Citibank        1/9/17        65,071,070        1,943,000        2,020,177        (77,177 ) 

Taiwanese Dollar

     Goldman Sachs        1/9/17        65,604,850        1,945,000        2,036,748        (91,748 ) 

Taiwanese Dollar

     JPMorgan Chase        1/9/17        64,779,873        1,943,000        2,011,136        (68,136 ) 

Taiwanese Dollar

     Credit Suisse First Boston        1/11/17        64,579,900        1,925,000        2,005,127        (80,127 ) 

Taiwanese Dollar

     Deutsche Bank        2/16/17        24,630,540        737,000        766,105        (29,105 ) 
           

 

 

    

 

 

    

 

 

 
            $ 70,410,662      $ 66,773,471      $ 3,637,191  
           

 

 

    

 

 

    

 

 

 

 

Continued

 

17


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

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

Long Contracts:

                 

Emirati Dirham

     BNP Paribas        1/19/17        1,461,000      $ 397,662      $ 397,819      $ 157  

Emirati Dirham

     Goldman Sachs        1/19/17        1,462,000        397,942        398,091        149  

Emirati Dirham

     BNP Paribas        1/25/17        1,451,000        394,921        395,092        171  

European Euro

     Credit Suisse First Boston        1/6/17        695,000        738,560        731,723        (6,837 ) 

European Euro

     Deutsche Bank        1/26/17        561,000        620,634        591,277        (29,357 ) 

European Euro

     Morgan Stanley        1/26/17        491,000        543,326        517,499        (25,827 ) 

European Euro

     BNP Paribas        2/2/17        874,000        929,232        921,486        (7,746 ) 

European Euro

     UBS Warburg        2/24/17        578,000        606,827        609,979        3,152  

European Euro

     Deutsche Bank        3/9/17        580,000        608,901        612,506        3,605  

Japanese Yen

     BNP Paribas        1/12/17        62,819,000        600,672        537,951        (62,721 ) 

Japanese Yen

     Deutsche Bank        1/12/17        113,284,025        1,021,727        970,108        (51,619 ) 

Japanese Yen

     Goldman Sachs        1/17/17        480,000,000        4,619,635        4,111,733        (507,902 ) 

Japanese Yen

     UBS Warburg        1/30/17        240,000,000        2,310,591        2,057,493        (253,098 ) 

Japanese Yen

     BNP Paribas        3/10/17        250,000,000        2,411,000        2,146,686        (264,314 ) 

Norwegian Krone

     Morgan Stanley        1/27/17        3,475,000        422,210        402,809        (19,401 ) 

Taiwanese Dollar

     Citibank        1/9/17        65,071,070        1,992,927        2,020,176        27,249  

Taiwanese Dollar

     Goldman Sachs        1/9/17        65,585,400        2,012,439        2,036,144        23,705  

Taiwanese Dollar

     JPMorgan Chase        1/9/17        64,779,873        1,985,258        2,011,136        25,878  

Taiwanese Dollar

     Credit Suisse First Boston        1/11/17        64,579,900        1,982,316        2,005,127        22,811  

Taiwanese Dollar

     Deutsche Bank        2/16/17        24,630,540        768,743        766,104        (2,639 ) 
           

 

 

    

 

 

    

 

 

 
            $ 25,365,523      $ 24,240,939      $ (1,124,584 ) 
           

 

 

    

 

 

    

 

 

 

At December 31, 2016, 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

   HSBC Bank    668,000 EUR        83,094,190 JPY      $ 762,378      $ 754,282      $ (8,096 )

Japanese Yen/European Euro

   HSBC Bank    86,604,196 JPY        668,000 EUR        764,503        802,705        38,202
                   

 

 

      

 

 

      

 

 

 
                $ 1,526,881      $ 1,556,987      $ 30,106
                   

 

 

      

 

 

      

 

 

 

Centrally Cleared Credit Default Swap Agreements — Sell Protection(a)(c)

At December 31, 2016, 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,
2016

(%)(d)

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

CDX North America High Yield Index Swap Agreement with JPMorgan Chase Bank, N.A., Series 27

   JPMorgan Chase    12/20/21      1.06        138,759        5.00        8,592        5,557        3,035  

CDX North America Investment Grade Index Swap Agreement with JPMorgan Chase Bank, N.A., Series 27

   JPMorgan Chase    12/20/21      0.67        3,533,328        1.00        53,493        41,505        11,988  

iTraxx Crossover Swap Agreement with JPMorgan Chase Bank, N.A., Series 26

   JPMorgan Chase    12/20/21      2.89        2,056,328        5.00        205,680        167,081        38,599  
                 

 

 

    

 

 

    

 

 

 
                    267,765        214,143        53,622  
                 

 

 

    

 

 

    

 

 

 

 

Continued

 

18


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Over-the-Counter Currency Swap Agreements(a)

At December 31, 2016, the Fund’s open over-the-counter currency swap agreements were as follows:

 

Pay/Receive
Fixed Rate
   Fixed
Rate
(%)
   Expiration
Date
     Counterparty     

Notional

Amount

(Local)

     Value
($)
     Unrealized
Appreciation/
(Depreciation)
($)
 

Pay

   1.230      3/15/17        Bank of America        798,500        JPY        (22,493 )       (22,493 ) 

Pay

   1.963      3/15/18        Bank of America        131,550,000        JPY        30,535        30,535  

Pay

   1.838      3/15/18        Bank of America        86,950,000        JPY        24,631        24,631  

Pay

   2.012      10/15/18        Bank of America        273,450,000        JPY        289,478        289,478  
                 

 

 

    

 

 

 
                    322,151        322,151  
                 

 

 

    

 

 

 

Centrally Cleared Interest Rate Swap Agreements(a)

At December 31, 2016, the Fund’s open centrally cleared interest rate swap agreements were as follows:

 

Pay/Receive
Fixed Rate
   Floating Rate Index    Fixed
Rate
(%)
   Expiration
Date
     Clearing Agent      Notional
Amount
(Local)
             Upfront
Premiums
Paid/
(Received)
($)
     Value
($)
     Unrealized
Appreciation/
(Depreciation)
($)
 

Pay

   6-Month Sterling LIBOR BBA    0.568      7/2/20        JPMorgan Chase        2,189,680        GBP        34        14,833        14,799  

Pay

   6-Month Sterling LIBOR BBA    0.563      7/2/20        JPMorgan Chase        2,188,934        GBP        34        15,096        15,062  

Pay

   6-Month Sterling LIBOR BBA    0.584      7/2/20        JPMorgan Chase        2,189,624        GBP        35        13,976        13,941  

Pay

   6-Month Sterling LIBOR BBA    0.537      7/2/20        JPMorgan Chase        2,189,747        GBP        —        16,494        16,494  

Receive

   3-Month U.S. Dollar LIBOR BBA    0.989      7/5/20        JPMorgan Chase        2,860,162        USD        —        (62,541 )       (62,541 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    1.015      7/5/20        JPMorgan Chase        2,860,266        USD        —        (61,107 )       (61,107 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    1.058      7/5/20        JPMorgan Chase        2,910,347        USD        34        (59,760 )       (59,794 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    1.018      7/5/20        JPMorgan Chase        2,860,125        USD        34        (60,966 )       (61,000 ) 

Pay

   6-Month Sterling LIBOR BBA    0.638      7/16/20        JPMorgan Chase        2,221,848        GBP        —        11,688        11,688  

Pay

   6-Month Sterling LIBOR BBA    0.608      7/16/20        JPMorgan Chase        2,221,876        GBP        35        13,291        13,256  

Pay

   6-Month Sterling LIBOR BBA    0.604      7/16/20        JPMorgan Chase        2,221,731        GBP        —        13,508        13,508  

Receive

   3-Month U.S. Dollar LIBOR BBA    1.219      7/19/20        JPMorgan Chase        2,933,552        USD        —        (51,770 )       (51,770 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    1.183      7/19/20        JPMorgan Chase        2,933,279        USD        —        (53,803 )       (53,803 ) 

Receive

   3-Month U.S. Dollar LIBOR BBA    1.208      7/19/20        JPMorgan Chase        2,933,432        USD        —        (52,419 )       (52,419 ) 

Pay

   3-Month U.S. Dollar LIBOR BBA    0.016      4/9/21        JPMorgan Chase        582,500        EUR        8        (756 )       (764 ) 

Pay

   6-Month Euro Interbank Offer Rate (EURIBOR)    0.373      8/15/26        JPMorgan Chase        1,804,831        EUR        32        41,821        41,790  

Pay

   6-Month Euro Interbank Offer Rate (EURIBOR)    3.027      4/19/27        JPMorgan Chase        7,110,414        USD        —        (72,140 )       (72,140 ) 
                       

 

 

    

 

 

 
                          (334,554 )       (334,800 ) 
                       

 

 

    

 

 

 

Over-the-Counter Total Return Swaps at December 31, 2016(a)

 

Pay/Receive    Reference Entity    Expiration
Date
   Counterparty      Notional
Amount
(Local)
    

Unrealized
Appreciation/

(Depreciation)

 

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/18/20      BNP Paribas SA        67,410       EUR      $ 8,252  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/18/20      BNP Paribas SA        106,900       EUR        632  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/18/20      BNP Paribas SA        106,700       EUR        12,156  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/18/20      BNP Paribas SA        28,860       EUR        3,568  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/18/20      BNP Paribas SA        28,920       EUR        3,505  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/18/20      BNP Paribas SA        29,100       EUR        3,315  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/23/20      BNP Paribas SA        28,800       EUR        3,631  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/17/21      BNP Paribas SA        51,650       EUR        53  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/15/17      BNP Paribas SA        57,636       EUR        488  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/21/18      BNP Paribas SA        101,700       EUR        3,221  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/21/18      BNP Paribas SA        181,560       EUR        4,926  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/21/18      BNP Paribas SA        89,520       EUR        3,789  

 

Continued

 

19


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Schedule of Portfolio Investments

December 31, 2016

 

Pay/Receive    Reference Entity    Expiration
Date
   Counterparty      Notional
Amount (Local)
    

Unrealized
Appreciation/

(Depreciation)

 

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/20/19      BNP Paribas SA        131,430       EUR      $ 15,598  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/20/19      BNP Paribas SA        122,040       EUR        13,640  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/20/19      BNP Paribas SA        60,300       EUR        7,578  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/18/20      BNP Paribas SA        109,300       EUR        7,473  

Pay

   EURO Stoxx 50 Index Dividends December Futures    12/27/19      BNP Paribas SA        92,430       EUR        9,283  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/31/17      BNP Paribas SA        11,340,000       JPY        15,266  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/31/17      BNP Paribas SA        13,925,000       JPY        21,222  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/30/18      BNP Paribas SA        19,830,600       JPY        8,723  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/30/18      BNP Paribas SA        20,025,000       JPY        7,060  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/29/19      BNP Paribas SA        10,312,500       JPY        7,894  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/29/19      BNP Paribas SA        20,514,000       JPY        16,738  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/29/19      BNP Paribas SA        10,560,000       JPY        5,776  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/31/20      BNP Paribas SA        13,960,000       JPY        11,398  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/31/20      BNP Paribas SA        17,000,000       JPY        18,099  

Pay

   NIKKEI 225 Dividend Index E-Mini March Futures    3/31/20      BNP Paribas SA        10,488,000       JPY        8,395  

Pay

   S&P 500 Index Dividends December Futures    12/21/18      BNP Paribas SA        257,125       USD        23,925  

Pay

   S&P 500 Index Dividends December Futures    12/17/20      Goldman Sachs        107,944       USD        12,656  

Pay

   S&P 500 Index Dividends December Futures    12/17/21      BNP Paribas SA        133,513       USD        17,738  
                

 

 

 
                 $ 275,998  
                

 

 

 

 

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

 

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

 

(c) 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.

 

(d) 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.

 

(e) The notional amount represents the maximum potential amount the Fund could be required to make as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement.

 

See accompanying notes to the financial statements.

 

20


AZL MVP BlackRock Global Strategy Plus Fund

 

Consolidated Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in non-affiliates, at cost

     $ 412,153,680

Investments in affiliates, at cost

       363,565,789
    

 

 

 

Total Investment securities, at cost

     $ 775,719,469
    

 

 

 

Investments in non-affiliates, at value*

     $ 427,726,555

Investments in affiliates, at value

       365,377,017
    

 

 

 

Total Investment securities, at value

     $ 793,103,572
    

 

 

 

Cash

       2,289

Segregated cash for collateral

       41,852,212

Deposits with brokers for securities sold short

       3,342,801

Interest and dividends receivable

       1,225,766

Foreign currency, at value (cost $120,678)

       121,616

Unrealized appreciation on forward currency contracts

       4,171,455

Unrealized appreciation on swap agreements

       620,642

Receivable for variation margin on swap agreements

       18,435

Receivable for investments sold

       3,820,434

Receivable for variation margin on futures contracts

       78,277

Reclaims receivable

       158,869

Prepaid expenses

       121,751
    

 

 

 

Total Assets

       848,638,119
    

 

 

 

Liabilities:

    

Cash received as collateral for derivatives

       3,991,000

Written options (Premiums received $902,304)

       1,203,950

Unrealized depreciation on swap agreements

       22,493

Unrealized depreciation on forward currency contracts

       1,628,742

Payable for investments purchased

       3,610,550

Payable for collateral received on loaned securities

       17,802,661

Payable for capital shares redeemed

       1,746,275

Securities sold short (Proceeds received $3,292,769)

       3,407,576

Payable for variation margin on futures contracts

       18,304

Payable for variation margin on swap agreements

       28,189

Interest payable on securities sold short

       1,866

Manager fees payable

       327,877

Administration fees payable

       18,319

Distribution fees payable

       87,232

Custodian fees payable

       174,781

Administrative and compliance services fees payable

       3,396

Trustee fees payable

       2,579

Other accrued liabilities

       42,976
    

 

 

 

Total Liabilities

       34,118,766
    

 

 

 

Net Assets

     $ 814,519,353
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 777,150,367

Accumulated net investment income/(loss)

       (7,218,620 )

Accumulated net realized gains/(losses) from investment transactions

       25,634,553

Net unrealized appreciation/(depreciation) on investments

       18,953,053
    

 

 

 

Net Assets

     $ 814,519,353
    

 

 

 

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

       71,886,101

Net Asset Value (offering and redemption price per share)

     $ 11.33
    

 

 

 

 

* Includes securities on loan of $16,801,712.

Consolidated Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

  

Dividends

   $ 10,079,815  

Interest

     6,308,491  

Income from securities lending

     265,067  

Foreign withholding tax

     (564,841 ) 
  

 

 

 

Total Investment Income

     16,088,532  
  

 

 

 

Expenses:

  

Manager fees

     6,253,896  

Administration fees

     297,739  

Distribution fees — Class 2

     1,810,477  

Custodian fees

     362,776  

Administrative and compliance services fees

     25,180  

Trustee fees

     87,591  

Professional fees

     63,014  

Shareholder reports

     39,871  

Dividends on securities sold short

     55,117  

Other expenses

     133,666  
  

 

 

 

Total expenses before reductions

     9,129,327  

Less expense contractually waived/reimbursed by the Manager

     (3,050 ) 
  

 

 

 

Net expenses

     9,126,277  
  

 

 

 

Net Investment Income/(Loss)

     6,962,255  
  

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

  

Net realized gains/(losses) on securities transactions

     4,234,420  

Net realized gains/(losses) from affiliated transactions

     225,264  

Net realized gains/(losses) on futures contracts

     (1,681,813 ) 

Net realized gains/(losses) on options contracts

     (4,218,481 ) 

Net realized gains (losses) on securities transactions held short

     169,844  

Net realized gains/(losses) on swap agreements

     1,419,038  

Net realized gains/(losses) on forward currency contracts

     (4,773,939 ) 

Change in net unrealized appreciation/depreciation on investments

     24,523,262  
  

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

     19,897,595  
  

 

 

 

Change in Net Assets Resulting From Operations

   $ 26,859,850  
  

 

 

 
 

 

See accompanying notes to the financial statements.

 

21


Consolidated Statements of Changes in Net Assets

 

     AZL MVP BlackRock Global Strategy Plus Fund
      For the
Year Ended
December 31,
2016
   For the
Year Ended
December 31,
2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 6,962,255      $ 5,591,952

Net realized gains/(losses) on investment transactions

       (4,625,667 )        14,176,104

Change in unrealized appreciation/depreciation on investments

       24,523,262        (33,614,554 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       26,859,850        (13,846,498 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (21,857,180 )        (9,611,041 )

From net realized gains

       (29,417,164 )        (13,360,270 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (51,274,344 )        (22,971,311 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       18,938,747        54,905,887

Proceeds from dividends reinvested

       51,274,343        22,971,311

Value of shares redeemed

       (61,642,093 )        (29,131,353 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       8,570,997        48,745,845
    

 

 

      

 

 

 

Change in net assets

       (15,843,497 )        11,928,036

Net Assets:

         

Beginning of period

       830,362,850        818,434,814
    

 

 

      

 

 

 

End of period

     $ 814,519,353      $ 830,362,850
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ (7,218,620 )      $ 10,684,714
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       1,644,044        4,466,783

Dividends reinvested

       4,565,836        1,975,177

Shares redeemed

       (5,372,625 )        (2,376,490 )
    

 

 

      

 

 

 

Change in shares

       837,255        4,065,470
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

22


AZL MVP BlackRock Global Strategy Plus Fund

Consolidated Financial Highlights

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

 

     

Year Ended
December 31,

2016

 

Year Ended
December 31,

2015

  Year Ended
December 31,
2014
  Year Ended
December 31,
2013
 

January 10, 2012

to December 31,

2012 (a)

Net Asset Value, Beginning of Period

     $ 11.69     $ 12.22     $ 12.02     $ 10.54     $ 10.00
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.10       0.07       0.10       0.05       0.11

Net Realized and Unrealized Gains/(Losses) on Investments

       0.27       (0.26 )       0.16       1.43       0.56
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.37       (0.19 )       0.26       1.48       0.67
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.31 )       (0.14 )       — %(b)       —       (0.12 )

Net Realized Gains

       (0.42 )       (0.20 )       (0.06 )       — %(b)       (0.01 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.73 )       (0.34 )       (0.06 )       — %(b)       (0.13 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 11.33     $ 11.69     $ 12.22     $ 12.02     $ 10.54
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       3.34 %       (1.57 )%       2.18 %       14.08 %       6.71 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 814,519     $ 830,363     $ 818,435     $ 681,691     $ 326,544

Net Investment Income/(Loss)(e)

       0.85 %       0.67 %       0.96 %       0.55 %       2.01 %

Expenses Before Reductions(e)(f)

       1.11 %       1.18 %       1.18 %       1.21 %       2.44 %

Expenses Net of Reductions(e)

       1.11 %       1.18 %       1.18 %       1.21 %       2.37 %

Expenses Net of Reductions, Excluding Expenses Paid Indirectly(e)(g)

       1.11 %       1.18 %       1.18 %       1.21 %       2.37 %

Portfolio Turnover Rate(h)

       91 %       64 %       61 %       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.

 

(h) 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.

 

23


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies.” The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP BlackRock Global Strategy Plus Fund (formerly, AZL MVP BlackRock Global Allocation Fund) (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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. Income received by the Fund from sources within foreign countries may be subject to withholding or similar taxes imposed by such countries. The Funds accrue such taxes, as applicable, based on their current interpretation of tax rules in the foreign markets in which they invest.

Consolidation of Subsidiaries

During the period ended December 31, 2016, 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, 2016, the Fund’s aggregate investment in the VIP Subsidiary was $410,101,214, representing 50.3% 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 I, 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.

 

24


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

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 variable 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.

Short Sales

The Fund may engage in short sales against the box (i.e., where the Fund owns or has an unconditional right to acquire at no additional cost a security substantially similar to the security sold short) for hedging purposes to limit exposure to a possible market decline in the value of its portfolio securities. In a short sale, the Fund sells a borrowed security and has a corresponding obligation to the lender to return the identical security. The Fund may also incur an interest expense if a security that has been sold short has an interest payment. When a Fund engages in a short sale, the Fund records a liability for securities sold short and records an asset equal to the proceeds received. The amount of the liability is subsequently marked to market to reflect the market value of the securities sold short. To borrow the security, a Fund also may be required to pay a premium, which would increase the cost of the security sold.

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 differing treatment on certain investments) do not require reclassification. Dividends to shareholders that exceed net investment income and net realized gains for tax purposes are reported as distributions of capital.

Expense Allocation

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

Bank Loans

The Fund may invest in bank loans, which generally have interest rates which are reset periodically by reference to a base lending rate plus a premium. These base rates are primarily the London-Interbank Offered Rate and, secondarily, the prime rate offered by one or more major U. S. banks and the certificate of deposit rate or other base lending rates used by commercial lenders. Bank loans often require prepayments from excess cash flows or allow the borrower to repay at its election. The rate at which the borrower repays cannot be predicted with accuracy. Therefore, the anticipated or actual maturity may be considerably earlier than the stated maturity shown in the Portfolio of Investments.

All or a portion of any bank loans may be unfunded. The Portfolio is obligated to fund any commitments at the borrower’s discretion. Therefore, the Portfolio must have funds sufficient to cover its contractual obligation.

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, 2016 are presented on the Fund’s Consolidated Schedule of Portfolio Investments. The average outstanding amount of securities on loan was $32.3 million for the year ended December 31, 2016.

Cash collateral received in connection with securities lending is invested in a collateral account on behalf of the Fund managed by the Dreyfus Corporation, an affiliate of the Custodian and Securities Lending Agent. The collateral account invests in short-term investments that have a remaining maturity of 397 days or less, in accordance with Rule 2a-7 under the 1940 Act. The Fund pays the Securities Lending Agent 9% of the gross revenues received from securities lending activities and keeps 91%. The Fund paid securities lending fees of $26,557 during the year ended December 31, 2016. These fees have been netted against “Income from securities lending” on the Consolidated Statement of Operations.

 

25


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

The Portfolio has adopted the disclosure provisions of FASB Accounting Standards Update No. 2014-11 (“ASU No. 2014-11”), “Transfers & Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures”. ASU No. 2014-11 is intended to provide increased transparency about the types of collateral pledged in securities lending transactions and other similar transactions that are accounted for as secured borrowing.

The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations by class of collateral pledged, and the remaining contractual maturity of those transactions as of December 31, 2016.

 

        Overnight
and
Continuous
     Less
than 30 Days
     Between
30 & 90
Days
     Greater
than 90
Days
     Total

Securities Lending Transactions

                                  

Common Stocks

       $ 12,839,117        $ —        $ —        $ —        $ 12,839,117

Corporate Debt Securities

         4,963,544          —          —          —          4,963,544
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

Total Securities Lending Transactions

         17,802,661          —          —          —          17,802,661
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

Total Borrowings

       $ 17,802,661        $ —        $ —        $ —        $ 17,802,661
      

 

 

        

 

 

        

 

 

        

 

 

        

 

 

 

Gross Amount of Recognized Liabilities for Securities Lending Transactions

                                   $ 17,802,661
                                  

 

 

 

TBA Purchase and Sale Commitments

The Fund may enter into to-be-announced (TBA) purchase or sale commitments, pursuant to which it agrees to purchase or sell, respectively, mortgage-backed securities for a fixed unit price, with payment and delivery at a scheduled future date beyond the customary settlement period for such securities. With TBA transactions, the particular securities to be delivered are not identified at the trade date; however, delivered securities must meet specified terms, including issuer, rate, and mortgage term, and be within industry-accepted “good delivery” standards. The Fund may enter into TBA purchase transactions with the intention of taking possession of the underlying securities, may elect to extend the settlement by “rolling” the transaction, and/or may use TBAs to gain interim exposure to underlying securities. Until settlement, the Fund maintains liquid assets sufficient to settle its TBA commitments.

To mitigate counterparty risk, the Fund has entered into agreements with TBA counterparties that provide for collateral and the right to offset amounts due to or from those counterparties under specified conditions. Subject to minimum transfer amounts, collateral requirements are determined and transfers made based on the net aggregate unrealized gain or loss on all TBA commitments with a particular counterparty. At any time, the Fund’s risk of loss from a particular counterparty related to its TBA commitments is the aggregate unrealized gain on appreciated TBAs in excess of unrealized loss on depreciated TBAs and collateral held, if any, by such counterparty. As of December 31, 2016, no collateral had been posted by the Fund to counterparties for TBAs.

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. The Fund ceased participation in the program in June 2014.

Affiliated Securities Transactions

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Manager and sub-adviser. Any such purchase or sale transaction must be effected without a brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security’s last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the year, the Fund engaged in such affiliated transactions at the current market price.

The Fund is permitted to purchase and sell securities (“crosstrade”) from and to other Allianz Funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Trustees in compliance with Rule 17a-7 under the Act (the “Rule”). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the year ended December 31, 2016, the Fund participated in the following cross-trade transactions:

 

        Purchases      Sales      Realized
(Gain/Loss)

AZL MVP BlackRock Global Strategy Plus Fund

       $ (797,100 )        $ 273,400        $ 24,029

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.

Forward Currency Contracts

During the year ended December 31, 2016, 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

 

26


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

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 $98.8 million as of December 31, 2016. The monthly average for these contracts was $124.2 million for the year ended December 31, 2016.

Futures Contracts

During the year ended December 31, 2016, the Fund used futures contracts to gain exposure to, or economically hedge against changes in the value of equity securities. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and a payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, elements of market risk (generally equity price risk related to stock futures, interest rate risk related to bond futures, and foreign currency risk related to currency futures) and exposure to loss in excess of the variation margin disclosed in the Consolidated Statement of Assets and Liabilities. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in 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 $55.1 million as of December 31, 2016. The monthly average notional amount for these contracts was $53.1 million for the year ended December 31, 2016. 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, 2016, 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 options that expire are treated as realized losses. When an option is exercised or closed, premiums paid for purchasing 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, 2016:

 

        Number of
Contracts
    

Notional

Amount(a)

     Cost
                      

Options outstanding at December 31, 2015

         3,440,218        $ 2,993,098        $ 6,078,719

Options purchased

         3,736,809          609,711          10,829,342

Options exercised

         (110,832 )          —          (397,930 )

Options expired

         (855,172 )          (2,158,595 )          (4,204,115 )

Options closed

         (5,203,502 )          (296,831 )          (10,347,068 )
      

 

 

        

 

 

        

 

 

 

Options outstanding at December 31, 2016

         1,007,521        $ 1,147,383        $ 1,958,948
      

 

 

        

 

 

        

 

 

 

The Fund had the following transactions in written call and put options during the year ended December 31, 2016:

 

        Number of
Contracts
    

Notional

Amount(a)

     Premiums
Received
                      

Options outstanding at December 31, 2015

         (3,749,332 )        $ (4,536 )        $ (3,251,054 )

Options written

         (1,795,391 )          (1,486,755 )          (5,484,108 )

Options exercised

         60,695          —          122,202

Options expired

         997,734          624,006          1,625,843

Options closed

         4,331,375          561,496          6,084,813
      

 

 

        

 

 

        

 

 

 

Options outstanding at December 31, 2016

         (154,919 )        $ (305,789 )        $ (902,304 )
      

 

 

        

 

 

        

 

 

 

 

(a) Includes swaptions and currency options, as applicable.

 

27


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

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, foreign currencies and credit risk. The value of swap agreements are equal to the Fund’s obligations (or rights) under swap agreements, which will generally be equal to the net amounts to be paid or received under the agreements based upon the relative values of the positions held by each party to the agreements. In connection with these arrangements, securities may be identified as collateral in accordance with the terms of the swap agreements to provide assets of value and recourse in the event of default or bankruptcy by the counterparty.

Swaps are marked to market daily using pricing sources approved by the Trustees and the change in value, if any, is recorded as unrealized gain or loss. 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.

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 the Fund has under the swap agreement. The Fund bears the risk of loss of the amount expected to be received under a swap agreement (i.e., any unrealized appreciation) in the event of the default or bankruptcy of the swap agreement counterparty. The notional amount and related unrealized appreciation (depreciation) of each swap agreement at period end is disclosed in the swap tables in the Consolidated Schedule of Portfolio Investments. The Fund is a 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, 2016, the Fund entered into OTC and centrally cleared 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 $48.4 million as of December 31, 2016. The monthly average gross notional amount for interest rate swaps was $61.9 for the year ended December 31, 2016.

Currency swaps are interest rate swaps in which one party pays a stream of interest payments, either fixed or floating, in exchange for another party’s stream of interest payments, either fixed or floating, based on the notional amounts of two different currencies. The notional amounts are typically determined based on the spot exchange rates at the inception of the trade. Currency swaps may also involve an exchange of notional amounts at the start, during and/or at expiration of the contract, either at the current spot rate or another specified rate. The gross notional amount of currency swaps outstanding was $4.2 million as of December 31, 2016. The monthly average gross notional amount for currency swaps was $3.6 million for the year ended December 31, 2016.

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 $3.4 million as of December 31, 2016. The monthly average gross notional amount for total return swaps was $4.5 million for the year ended December 31, 2016.

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 owed 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

 

28


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

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, 2016, the Fund entered into OTC and centrally cleared 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 $5.7 million as of December 31, 2016. The monthly average gross notional amount for credit default swaps was $20.2 million for the year ended December 31, 2016.

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, 2016:

 

   

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 Risk Exposure

       
Futures Contracts   Receivable for variation margin on futures contracts*   $ 90,487     Payable for variation margin on futures contracts*   $ 149,920  
Option Contracts   Investment securities, at value (purchased options)     4,221,522     Written options     389,270  
Total Return Swap Agreements   Unrealized appreciation on swap agreements     275,998     Unrealized depreciation on swap agreements     —  

Credit Risk Exposure

       

Credit Default Swap

Agreements

  Unrealized appreciation on swap agreements*     53,622     Unrealized depreciation on swap agreements*     —  

Interest Rate Risk

       
Interest Rate Swap Agreements   Unrealized appreciation on swap agreements*     140,538     Unrealized depreciation on swap agreements*     475,338  
Swaption Contracts   Investment securities, at value (purchased options)     405,711     Written options     481,380  

Foreign Exchange Risk Exposure

       
Currency Swap Agreements   Unrealized appreciation on swap agreements     344,644     Unrealized depreciation on swap agreements     22,493  
Forward Currency Contracts   Unrealized appreciation on forward currency contracts     4,171,455     Unrealized depreciation on forward currency contracts     1,628,742  
Option Contracts   Investment securities, at value (purchased options)     429,744     Written options     333,300  

 

* Includes cumulative appreciation/depreciation of futures contracts and cumulative unrealized gain (loss) on these swap agreements as reported in the Consolidated Schedule of Portfolio Investments. Only current day’s variation margin for both futures contracts and these swap agreements are reported within the Consolidated Statement of Assets and Liabilities.

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, 2016:

 

    Realized Gain/(Loss) on Derivatives
Recognized as a Result from Operations
    Net 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
 

Equity Risk Exposure

    $(1,681,813)       $102,257       $(3,918,888)       $—       $4,538,663  

Credit Risk Exposure

    —       147,862       —       —       25,800  

Interest Rate Risk Exposure

    —       1,095,410       (701,664)       —       (153,561)  

Foreign Exchange Rate Risk Exposure

    —       73,509       402,071       (4,773,939)       3,238,846  

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 transact net amounts in accordance with the master netting agreements at December 31, 2016. 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 Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2016.

 

29


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

At December 31, 2016, the Fund’s derivative assets and liabilities by type were as follows:

 

        Assets      Liabilities

Derivative Financial Instruments:

             

Futures contracts

       $ 78,277        $ 18,304

Forward currency contracts

         4,171,455          1,628,742

Option contracts*

         5,056,977          1,203,950

Swap agreements

         639,077          50,682
      

 

 

        

 

 

 

Total derivative assets and liabilities in the Consolidated Statement of Assets and Liabilities

         9,945,786          2,901,678

Derivatives not subject to a master netting agreement or similar agreement (“MNA”)

         (96,712 )          (103,456 )
      

 

 

        

 

 

 

Total assets and liabilities subject to a MNA

       $ 9,849,074        $ 2,798,222
      

 

 

        

 

 

 

 

* 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, 2016:

 

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

     $ 417,237      $ (68,849 )      $ —      $ —      $ 348,388

Barclays Bank

       60,654        (60,654 )        —        —        —

BNP Paribas

       1,444,281        (362,166 )        —        —        1,082,115

Citibank

       182,105        (102,409 )        —        —        79,696

Credit Suisse First Boston

       216,463        (86,964 )             (35,000 )        94,499

Deutsche Bank

       438,430        (256,424 )        —             182,006

Goldman Sachs

       5,030,889        (1,156,647 )        —        (3,874,242 )        —

HSBC Bank

       40,495        (8,096 )        —        —        32,399

JPMorgan Chase

       358,600        (132,603 )        —             225,997

Morgan Stanley

       450,981        (113,735 )        —        —        337,246

Societe Generale

       29,770        —        —        —        29,770

UBS Warburg

       1,179,169        (446,917 )        —        —        732,252
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total

     $ 9,849,074      $ (2,795,464 )      $ —      $ (3,909,342 )      $ 3,144,368
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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, 2016:

 

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

Bank of America

     $ 68,849      $ (68,849 )      $ —      $ —      $ —

Barclays Bank

       63,412        (60,654 )        —        —        2,758

BNP Paribas

       362,166        (362,166 )        —        —        —

Citibank

       102,409        (102,409 )        —        —        —

Credit Suisse First Boston

       86,964        (86,964 )        —        —        —

Deutsche Bank

       256,424        (256,424 )        —        —        —

Goldman Sachs

       1,156,647        (1,156,647 )        —        —        —

HSBC Bank

       8,096        (8,096 )        —        —        —

JPMorgan Chase

       132,603        (132,603 )        —        —        —

Morgan Stanley

       113,735        (113,735 )        —        —        —

Societe Generale

       —        —        —        —        —

UBS Warburg

       446,917        (446,917 )        —        —        —
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total

     $ 2,798,222      $ (2,795,464 )      $ —      $ —      $ 2,758
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

 

* 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. Fees and Transactions with Affiliates and Other Parties

The Manager provides investment advisory and management services for the Fund. The Manager has retained an independent money management organization (the “Subadviser”), to make investment decisions on behalf of the Fund. Pursuant to a subadvisory agreement with BlackRock Investment Management, LLC (“BlackRock

 

30


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

Investment”), BlackRock Investment provides investment advisory services as the Subadviser for the Fund subject to the general supervision of the Trustees and the Manager. The Manager is entitled to a fee, computed daily and paid monthly, based on the average daily net assets of the Fund. Expenses incurred by the Fund for investment advisory and management services are reflected on the Consolidated Statement of Operations as “Manager fees.” For its services, the Subadviser is entitled to a fee payable by the Manager. The Manager has contractually agreed to waive fees and reimburse the Fund to limit the annual expenses, excluding interest expense (e.g., cash overdraft fees), taxes, brokerage commissions, acquired fund fees and expenses, 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, 2018.

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP BlackRock Global Strategy Plus 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, 2016, the reimbursements that are subject to repayment by the Fund in subsequent years were as follows:

 

        Expires
12/31/2019
     Total

AZL MVP BlackRock Global Strategy Plus Fund

       $ 3,050        $ 3,050

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, 2016, 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 and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Consolidated Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL Global Equity Index Fund

     $ —      $ 143,183,744      $ (6,028,767 )      $ 144,706,339      $ —

AZL Enhanced Bond Index Fund

       —        226,456,870        (605,162 )        220,670,678        —
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ —      $ 369,640,614      $ (6,633,929 )      $ 365,377,017      $ —
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 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 and fund accountant, and assists the Trust in all aspects of its administration and operation. The Administrator is entitled to a Trust-wide asset-based fee, which is based on the following schedule: 0.05% of daily average net assets on the first $4 billion, 0.04% of daily average net assets on the next $2 billion, 0.02% of daily average net assets on the next $2 billion and 0.01% of daily average net assets over $8 billion. The overall Trust-wide fees are accrued daily and paid monthly and are subject to a minimum annual fee. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair value services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 $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 Senior Counsel. During the year ended December 31, 2016, $8,584 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 Fund of Funds Trust, each non-interested Trustee receives a $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate

 

31


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

Governance Committee receives an additional $25,500 annually. 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 Fund of Funds Trust in proportion to the assets under management of each trust. During the year ended December 31, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

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.

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. The Fund generally values index options at the average of the closing bid and ask quotations on the principal exchange on which the option is traded and are typically categorized as Level 1 in the fair value hierarchy. For options where market quotations are not readily available, fair value procedures as described below may be applied.

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, 2016 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

       $ 456,248          $ 4,747,191          $ —          $ 5,203,439  

Airlines

         3,805,352            1,211,172            —            5,016,524  

Auto Components

         167,202            4,168,507            —            4,335,709  

Automobiles

         578,844            4,614,901            —            5,193,745  

Banks

         9,689,343            7,254,642            —            16,943,985  

Beverages

         936,329            1,783,240            —            2,719,569  

Biotechnology

         3,308,546            910,077            —            4,218,623  

Building Products

         960,306            1,008,678            —            1,968,984  

Capital Markets

         3,338,967            662,265            —            4,001,232  

 

32


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Chemicals

       $ 4,297,839        $ 6,305,344        $ —        $ 10,603,183

Commercial Services & Supplies

         —          124,074          —          124,074

Communications Equipment

         1,235,374          1,010,887          —          2,246,261

Construction & Engineering

         —          1,620,058          —          1,620,058

Construction Materials

         —          168,719          —          168,719

Distributors

         —          62,146          —          62,146

Diversified Financial Services

         2,946,214          180,014          —          3,126,228

Diversified Telecommunication Services

         206,901          4,114,100          —          4,321,001

Electric Utilities

         1,737,577          1,200,591          —          2,938,168

Electrical Equipment

         48,922          1,532,547          —          1,581,469

Electronic Equipment, Instruments & Components

         792,594          1,661,489          —          2,454,083

Equity Real Estate Investment Trusts

         2,331,334          472,579          —          2,803,913

Food & Staples Retailing

         1,923,237          570,916          —          2,494,153

Food Products

         576,240          4,918,437          —          5,494,677

Gas Utilities

         10,390          1,049,943          —          1,060,333

Health Care Equipment & Supplies

         2,180,845          1,165,297          —          3,346,142

Health Care Providers & Services

         5,332,850          1,795,334          —          7,128,184

Hotels, Restaurants & Leisure

         2,019,353          476,011          —          2,495,364

Household Durables

         526,956          753,842          —          1,280,798

Industrial Conglomerates

         1,295,916          2,245,800          —          3,541,716

Insurance

         4,723,647          3,334,920          —          8,058,567

Internet Software & Services

         8,549,646          —          1,072,959          9,622,605

IT Services

         3,757,598          559,201          —          4,316,799

Leisure Products

         —          94,488          —          94,488

Machinery

         741,187          3,520,572          —          4,261,759

Media

         5,322,596          1,759,945          30,786          7,113,327

Metals & Mining

         141,722          205,902          —          347,624

Multi-Utilities

         773,418          1,289,028          —          2,062,446

Oil, Gas & Consumable Fuels

         13,592,424          4,386,439          —          17,978,863

Personal Products

         1,422,502          1,732,797          —          3,155,299

Pharmaceuticals

         6,699,907          3,973,677          —          10,673,584

Professional Services

         —          500,119          —          500,119

Real Estate Management & Development

         931,646          4,995,776          —          5,927,422

Road & Rail

         1,080,819          2,258,501          —          3,339,320

Semiconductors & Semiconductor Equipment

         1,114,238          1,336,761          —          2,450,999

Software

         2,430,860          1,229,177          3,386,166          7,046,203

Specialty Retail

         3,913,305          487,981          —          4,401,286

Technology Hardware, Storage & Peripherals

         7,322,668          457,160          —          7,779,828

Textiles, Apparel & Luxury Goods

         1,013,133          1,908,037          —          2,921,170

Tobacco

         98,117          188,935          —          287,052

Transportation Infrastructure

         —          76,127          —          76,127

Wireless Telecommunication Services

         637,396          2,487,847          —          3,125,243

Other Common Stocks+

         8,919,842          —          —          8,919,842

Preferred Stocks

                           

Automobiles

         —          495,891          —          495,891

Banks

         587,404          68,985          —          656,389

Equity Real Estate Investment Trusts

         378,051          171,685          —          549,736

Health Care Providers & Services

         —          929,829          395,794          1,325,623

Internet Software & Services

         —          —          613,680          613,680

Software

         —          —          939,710          939,710

Other Preferred Stocks+

         2,876,548          —          —          2,876,548

Warrant

         —          50,365          —          50,365

Convertible Preferred Stocks

                           

Banks

         —          155,890          —          155,890

Internet Software & Services

         —          —          1,174,638          1,174,638

Right

         —          6,150          —          6,150

Private Placements

                           

Household Durables

         —          —          138,231          138,231

Oil, Gas & Consumable Fuels

         —          —          12,087          12,087

 

33


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

+Investment Securities:      Level 1      Level 2      Level 3      Total
                             

Convertible Bonds

                           

Multi-Utilities

       $ 178,264        $ —        $ —        $ 178,264

Other Convertible Bonds+

         —          4,147,915          —          4,147,915

Bank Loans+

         —          4,879,872          —          4,879,872

Collateralized Mortgage Obligations

         —          543,067          —          543,067

Corporate Bonds

                           

Media

         —          426,150          643,519          1,069,669

Other Corporate Bonds+

         —          11,162,192          —          11,162,192

Foreign Bonds

         —          57,960,247          —          57,960,247

Yankee Dollars+

         —          11,383,157          —          11,383,157

U.S. Government Agency Mortgages

         —          2,557,328          —          2,557,328

U.S. Treasury Obligations

         —          62,850,039          —          62,850,039

Purchased Swaptions

         —          405,711          —          405,711

Purchased Options

         —          4,651,266          —          4,651,266

Exchange Traded Fund

         11,673,175          —          —          11,673,175

Mutual Fund

         389,129          —          —          389,129

Securities Held as Collateral for Securities on Loan

         —          17,802,661          —          17,802,661

Unaffiliated Investment Company

         4,125,473          —          —          4,125,473

Affiliated Investment Company

         365,377,017          —          —          365,377,017
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investment Securities

         509,475,411          275,220,591          8,407,570          793,103,572
      

 

 

        

 

 

        

 

 

        

 

 

 

Securities Sold Short

         (3,153,831 )          (253,745 )          —          (3,407,576 )

Other Financial Instruments:*

                           

Futures Contracts

         (59,433 )          —          —          (59,433 )

Written Options

         —          (722,570 )          —          (722,570 )

Written Swaptions

         —          (481,380 )          —          (481,380 )

Forward Currency Contracts

         —          2,542,713          —          2,542,713

Centrally Cleared Credit Default Swaps

         —          53,622          —          53,622

Over-the-Counter Currency Swaps

         —          322,151          —          322,151

Centrally Cleared Interest Rate Swaps

         —          (334,800 )          —          (334,800 )

Over-the-Counter Total Return Swaps

         —          275,998          —          275,998
      

 

 

        

 

 

        

 

 

        

 

 

 

Total Investments

       $ 506,262,147        $ 276,622,580        $ 8,407,570        $ 791,292,297
      

 

 

        

 

 

        

 

 

        

 

 

 

 

+ For detailed industry descriptions, see the accompanying Schedule of Portfolio Investments.

 

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

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, 2016, 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 Strategy Plus Fund

       $ 1,307,066,485        $ 1,610,252,625

For the year ended December 31, 2016, cost of purchases and proceeds from sales of long-term U.S. government securities included above were as follows:

 

        Purchases      Sales

AZL MVP BlackRock Global Strategy Plus Fund

       $ 367,792,050        $ 394,310,027

 

34


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

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 Trustees. Not all restricted securities are considered illiquid. The illiquid restricted securities held as of December 31, 2016 are identified below.

 

Security      Acquisition
Date(a)
     Acquisition
Cost
     Shares or
Principal
Amount
     Fair
Value
     Percentage of
Net
Assets
                                    

AliphCom, Inc., 0.00%, 4/1/20

         4/27/15        $ 3,065,000        $ 3,065,000        $ 138,231          0.03 %

Delta Topco, Ltd.

         5/2/12          379,997          615,711          30,786          0.01 %

Delta Topco, Ltd., 10.00%, 11/24/60

         5/2/12          758,660          624,776          643,519          0.16 %

Domo, Inc., Series E

         4/1/15          1,218,214          144,482          1,174,638          0.29 %

Dropbox, Inc.

         1/28/14          1,827,985          95,700          1,042,173          0.25 %

Grand Rounds, Inc.

         3/31/15          399,608          143,925          395,794          0.10 %

Logistics UK, Series 2015-1A, Class F, 0.66%, 8/20/25

         8/3/15          440,732          459,000          543,067          0.13 %

Lookout, Inc., Preferred Shares

         9/19/14          730,222          63,925          613,680          0.15 %

Lookout, Inc.

         3/4/15          63,364          5,547          30,786          0.01 %

Palantir Technologies, Inc., Series I

         3/27/14          712,042          116,157          939,710          0.23 %

Project Samson BND Corp., 0.00%, 4/1/20

         11/11/15          268,000          268,000          12,087          0.00 %

REI Agro, Ltd., Registered Shares, 5.50%, 11/13/14

         2/7/12          300,000          400,000          2,000          0.00 %

Uber Technologies, Inc.

         3/21/14          1,063,120          68,532          3,386,166          0.83 %

 

(a) Acquisition date represents the initial purchase date of the security.

7. Investment Risks

Bank Loan Risk: There are a number of risks associated with an investment in bank loans including credit risk, interest rate risk, liquidity risk and prepayment risk. Lack of an active trading market, restrictions on resale, irregular trading activity, wide bid/ask spreads and extended trade settlement periods may impair the Fund’s ability to sell bank loans within its desired time frame or at an acceptable price and its ability to accurately value existing and prospective investments. Extended trade settlement periods may result in cash not being immediately available to the Fund. As a result, the Fund may have to sell other investments or engage in borrowing transactions to raise cash to meet its obligations. The risk of holding bank loans is also directly tied to the risk of insolvency or bankruptcy of the issuing banks. These risks could cause the Fund to lose income or principal on a particular investment, which in turn could affect the Fund’s returns. The value of bank loans can be affected by and sensitive to changes in government regulation and to economic downturns in the United States and abroad. Bank loans generally are floating rate loans, which are subject to interest rate risk as the interest paid on the floating rate loans adjusts periodically based on changes in widely accepted reference rates.

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.

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”) and 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.

 

35


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

8. Federal Tax Information

It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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, 2016 is $ 781,221,711. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 43,164,997  

Unrealized (depreciation)

    (31,283,136 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 11,881,861  
 

 

 

 

As of the end of its tax year ended December 31, 2016, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the table 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 not subject to expiration:

 

        Short Term
Amount
     Long Term
Amount
     Total
Amount

AZL MVP BlackRock Global Strategy Plus Fund

       $ —        $ 439,156        $ 439,156

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

 

       

Ordinary

Income

    

Net

Long-Term

Capital Gains

    

Total

Distributions(a)

AZL MVP BlackRock Global Strategy Plus Fund

       $ 21,857,180        $ 29,417,164        $ 51,274,344

 

(a) Total distributions paid may differ from that presented in 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, 2015 were as follows:

 

        Ordinary
Income
    

Net

Long-Term
Capital Gains

    

Total

Distributions(a)

AZL MVP BlackRock Global Strategy Plus Fund

       $ 11,142,957        $ 11,828,353        $ 22,971,310

 

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

At December 31, 2016, 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 Strategy Plus Fund

       $ 10,112,824        $ 17,025,566        $ (439,156 )        $ 10,671,238        $ 37,370,472

 

(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 realization for tax purposes of unrealized gains/losses on investments in passive foreign investment companies.

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, 2016, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 90% of the Fund.

 

36


AZL MVP BlackRock Global Strategy Plus Fund

Notes to the Financial Statements

December 31, 2016

 

10. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

11. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

37


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 Strategy Plus Fund (formerly, 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, 2016, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years or periods in the five-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, 2016, by correspondence with the custodian, brokers, 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 AZL MVP BlackRock Global Strategy Plus Fund as of December 31, 2016, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 24, 2017

 

38


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 14.51% of the total ordinary income dividends paid by the Fund qualify for the corporate dividends received deduction available to corporate shareholders.

During the year ended December 31, 2016, the Fund declared net long-term capital gain distributions of $29,417,134.

 

39


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 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.

 

40


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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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.

 

41


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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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.

 

42


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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Term of

Office(2)/Length
of Time Served

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other

Directorships

Held Outside the
AZL Fund Complex
During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35   Argus Group Holdings and Subsidiaries; Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35   reSet Social Enterprise Investment Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

Interested Trustees(3)

 

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

Term of

Office(2)/Length
of Time Served

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios
Overseen for
Allianz
VIP and VIP
FOF Trust
 

Other

Directorships

Held Outside the
AZL Fund Complex
During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

43


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 45

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 53

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 47

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

44


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL® MVP DFA Multi-Strategy Fund

Annual Report

December 31, 2016

 

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 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® MVP DFA Multi-Strategy Fund Review (unaudited)

 

Allianz Investment Management LLC serves as the Manager for the AZL® MVP DFA Multi-Strategy Fund.

 

What factors affected the Fund’s performance for year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® MVP DFA Multi-Strategy Fund (the “Fund”) returned 9.05%. That compared to a 11.96%, 2.65% and a 8.21% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Multi-Strategy Composite Index1, respectively.

The Fund is a fund of funds that pursues broad diversification across four equity sub-portfolios and one fixed income sub-portfolio. The five underlying portfolios are managed by Dimensional Fund Advisors. Generally, the Fund allocates 50% to 70% of its assets to the underlying equity funds and between 30% and 50% to the underlying fixed-income fund. The Fund also employs the MVP (Managed Volatility Portfolio) risk management process, which 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.*

U.S. stocks posted solid gains for the period under review despite a challenging start. Concerns about global economic growth in January and February drove investors away from higher risk securities, pushing down equity markets to start the year. Markets rebounded in mid-February, however, and went on to post steady gains for most of the rest of the year, with the exception of a brief spike in volatility in June following the U.K.’s vote to exit the European Union.

U.S. labor markets continued to make gains during the year, although muted inflation figures kept the Federal Reserve in a dovish stance for most of the year. U.S. equity markets experienced a boost late in the year following the U.S. presidential election, as investors anticipated a more business-friendly environment.

Value stocks significantly outperformed growth stocks during 2016 while smaller stocks outperformed larger stocks; the S&P 500 gained 11.96% during the period while the S&P 600 Index2 gained 26.56% and the S&P 400 Index3 gained 20.74%. International equity markets were unable to keep up with their U.S. counterparts and generally experienced smaller gains, despite continued quantitative easing efforts by central banks in Europe and Japan. The MSCI EAFE Index4, burdened by the impact of a strengthening dollar, rose 1.00%.

Meanwhile, the U.S. bond market faced a significant headwind from rising interest rates. Treasury yields trended downward during the first half of the year, only to rise sharply after the surprising U.S. presidential election results led investors to believe inflation was on the horizon. Spreads fell throughout the year, after briefly rising during the first two months. The Bloomberg Barclays U.S. Aggregate Bond Index gained 2.65%.

 

The Fund outperformed its composite benchmark during the period under review. Its domestic equity holdings benefited from a bias toward value stocks, which outperformed growth stocks for the period. The Fund’s greater-than-benchmark exposure to small- and mid-cap stocks also added to relative results, as those assets outperformed their large-cap counterparts. However, the Fund’s exposure to developed international equities negatively affected performance.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review and largely maintained a neutral equity allocation for most of the year relative to its target. There were two periods of volatility in 2016 during which the MVP process reduced the Fund’s equity exposure. Global growth concerns led to increased volatility at the start of the year, and volatility returned in mid-2016 as markets grappled with the U.K.’s vote in June to exit the European Union. In both instances, markets quickly recovered, and the MVP risk management process ultimately dragged on relative performance.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
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 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 DFA Multi-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 DFA Strategy Underlying Funds that represent different classes in the Fund’s asset allocation.

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.

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

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.

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

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

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, 2016

 

           Since  
     1     Inception  
     Year     (4/27/15)  

AZL® MVP DFA Multi-Strategy Fund

     9.05 %      2.12 % 

S&P 500 Index

     11.96 %      5.92 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      0.80 % 

Multi-Strategy Composite Index

     8.21 %      3.98 % 

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 Ratio

   Gross  

AZL® MVP DFA Multi-Strategy Fund

     1.39 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.52%.

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 the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Fund and the Multi-Strategy Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (60%) S&P 500 and (40%) Bloomberg Barclays U.S. Aggregate Bond Index. 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 DFA Multi-Strategy Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP DFA Multi-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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP DFA Multi-Strategy Fund

    $ 1,000.00        $ 1,057.10        $ 0.62          0.12 %

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

 

     Beginning
Account Value
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP DFA Multi-Strategy Fund

    $ 1,000.00        $ 1,024.53        $ 0.61          0.12 %

 

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equities

      44.6 %

Fixed Income

      38.0

International Equities

      12.1

Money Market

      0.2
   

 

 

 

Total Investment Securities

      94.9

Net other assets (liabilities)

      5.1
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP DFA Multi-Strategy Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares    Fair Value  
 

Affiliated Investment Companies (94.7%):

 
  320,597      AZL DFA Emerging Markets Core Equity Fund    $ 2,696,219  
  2,036,286      AZL DFA Five-Year Global Fixed Income Fund      20,281,404  
  405,358      AZL DFA International Core Equity Fund      3,733,344  
  1,724,989      AZL DFA U.S. Core Equity Fund      18,526,385  
  461,000      AZL DFA U.S. Small Cap Fund      5,264,616  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $47,947,996)

     50,501,968  
     

 

 

 
 

Unaffiliated Investment Company (0.2%):

 
  90,208      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares , 0.31%(a)      90,208  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $90,208)

     90,208  
     

 

 

 
 

Total Investment Securities (Cost $48,038,204)(b) — 94.9%

     50,592,176  
 

Net other assets (liabilities) — 5.1%

     2,733,471  
     

 

 

 
 

Net Assets — 100.0%

   $ 53,325,647  
  

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

(a) The rate represents the effective yield at December 31, 2016.

 

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

Futures Contracts

Cash of $2,660,281 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long        3/17/17        14      $ 1,565,340      $ 2,427  

U.S. Treasury 10-Year Note March Futures

     Long        3/22/17        8        994,250        (5,854 ) 
              

 

 

 

Total

               $ (3,427 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP DFA Multi-Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investment securities in non-affiliates, at cost

     $ 90,208

Investments in affiliates, at cost

       47,947,996
    

 

 

 

Total Investment securities, at cost

     $ 48,038,204
    

 

 

 

Investment securities in non-affiliates, at value

     $ 90,208

Investments in affiliates, at value

       50,501,968
    

 

 

 

Total Investment securities, at value

     $ 50,592,176

Cash

       1,323

Segregated cash for collateral

       2,660,281

Interest and dividends receivable

       434

Receivable for capital shares issued

       168,521

Prepaid expenses

       256
    

 

 

 

Total Assets

       53,422,991
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       88,389

Manager fees payable

       1,234

Administration fees payable

       4,528

Custodian fees payable

       995

Administrative and compliance services fees payable

       145

Trustee fees payable

       110

Other accrued liabilities

       1,943
    

 

 

 

Total Liabilities

       97,344
    

 

 

 

Net Assets

     $ 53,325,647
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 50,660,985

Accumulated net investment income/(loss)

       277,991

Accumulated net realized gains/(losses) from investment transactions

       (163,878 )

Net unrealized appreciation/(depreciation) on investments

       2,550,549
    

 

 

 

Net Assets

     $ 53,325,647
    

 

 

 

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

       5,149,172

Net Asset Value (offering and redemption price per share)

     $ 10.36
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 327,711

Dividends

       179
    

 

 

 

Total Investment Income

       327,890
    

 

 

 

Expenses:

    

Manager fees

       75,930

Administration fees

       51,496

Custodian fees

       1,967

Administrative and compliance services fees

       621

Trustee fees

       2,087

Professional fees

       1,867

Shareholder reports

       1,600

Other expenses

       673
    

 

 

 

Total expenses before reductions

       136,241

Less expenses voluntarily waived/reimbursed by the Manager

       (47,930 )

Less expense contractually waived/reimbursed by the Manager

       (31,356 )
    

 

 

 

Net expenses

       56,955
    

 

 

 

Net Investment Income/(Loss)

       270,935
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       (196,562 )

Net realized gains distributions from affiliated underlying funds

       7,434

Net realized gains/(losses) on futures contracts

       91,821

Change in net unrealized appreciation/depreciation on investments

       3,344,944
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       3,247,637
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 3,518,572
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP DFA Multi-Strategy Fund
      For the
Year Ended
December 31,
2016
   April 27, 2015 to
December 31,
2015 (a)

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 270,935      $ (16,859 )

Net realized gains/(losses) on investment transactions

       (97,307 )        (59,515 )

Change in unrealized appreciation/depreciation on investments

       3,344,944        (794,395 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       3,518,572        (870,769 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       29,807,859        27,572,107

Value of shares redeemed

       (6,088,076 )        (614,046 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       23,719,783        26,958,061
    

 

 

      

 

 

 

Change in net assets

       27,238,355        26,087,292

Net Assets:

         

Beginning of period

       26,087,292        —
    

 

 

      

 

 

 

End of period

     $ 53,325,647      $ 26,087,292
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 277,991      $ —
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       3,032,018        2,809,530

Shares redeemed

       (628,886 )        (63,490 )
    

 

 

      

 

 

 

Change in shares

       2,403,132        2,746,040
    

 

 

      

 

 

 

 

(a) For the period April 27, 2015 (commencement of operations) to December 31, 2015.

 

See accompanying notes to the financial statements.

 

6


AZL MVP DFA Multi-Strategy Fund

Financial Highlights

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

 

      Year Ended
December 31,
2016
  April 27, 2015
to
December 31,
2015 (a)

Net Asset Value, Beginning of Period

     $ 9.50       $ 10.00  
    

 

 

     

 

 

 

Investment Activities:

        

Net Investment Income/(Loss)

       0.05         (0.01 )

Net Realized and Unrealized Gains/(Losses) on Investments

       0.81         (0.49 )
    

 

 

     

 

 

 

Total from Investment Activities

       0.86         (0.50 )
    

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 10.36       $ 9.50  
    

 

 

     

 

 

 

Total Return(b)

       9.05 %       (5.00 )%(c)

Ratios to Average Net Assets/Supplemental Data:

        

Net Assets, End of Period (000’s)

     $ 53,326       $ 26,087  

Net Investment Income/(Loss)(d)

       0.71 %       (0.14 )%

Expenses Before Reductions*(d)(e)

       0.36 %       0.52 %

Expenses Net of Reductions*(d)

       0.15 %       0.14 %

Portfolio Turnover Rate

       15 %       2 %(c)

 

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

 

(a) For the period April 27, 2015 (commencement of operations) to December 31, 2015.

 

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

 

(c) Not annualized.

 

(d) Annualized for periods less than one year.

 

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

 

See accompanying notes to the financial statements.

 

7


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP DFA Multi-Strategy Fund (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $2.6 million as of December 31, 2016. The monthly average notional amount for these contracts was $2 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

     
Equity Contracts   Receivable for variation margin on futures contracts   $ 2,427      Payable for variation margin on futures contracts   $ —   

Interest Rate Risk Exposure

     
Interest Rate Contracts       —          5,854   

 

* 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, 2016:

 

Primary Risk Exposure   Location of Gains/(Losses)
on Derivatives
Recognized in Income
   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/ Depreciation on
Derivatives Recognized
 

Equity Risk Exposure

     
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ 75,795       $ 1,897   

Interest Rate Risk Exposure

     
Interest Rate Contracts        16,026         (3,512 ) 

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP DFA Multi-Strategy Fund

         0.20 %          0.15 %

 

* The Manager voluntarily reduced the management fee to 0.10% on all assets. The manager reserves the right to increase the management fee to the amount shown in the table at any time.

Any amounts contractually waived or reimbursed by the Manager in a particular fiscal year will be subject to repayment by the Fund to the Manager to the extent that from time to time through the next three fiscal years the repayment will not cause the Fund’s expenses to exceed the lesser of the stated limit at the time of the waiver or the current stated limit. Any amounts recouped by the Manager during the year are reflected on the Statement of Operations as “Recoupment of prior expenses reimbursed by the Manager.”

At December 31, 2016, the reimbursements that are subject to repayment by the Fund in subsequent years were as follows:

 

        Expires
12/31/2018
    

Expires

12/31/2019

     Total

AZL MVP DFA Multi-Strategy Fund

       $ 32,620          $ 31,356          $ 63,976  

 

9


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL DFA Emerging Markets Core Equity Fund

     $ 1,306,652        $ 1,550,454        $ (358,689 )      $ 2,696,219        $ 17,250  

AZL DFA Five-Year Global Fixed Income Fund

       9,943,121          12,904,645          (2,518,454 )        20,281,404          122,351  

AZL DFA International Core Equity Fund

       1,813,335          2,155,778          (345,319 )        3,733,344          33,398  

AZL DFA U.S. Core Equity Fund

       9,063,066          9,284,727          (1,724,847 )        18,526,385          136,424  

AZL DFA U.S. Small Cap Fund

       2,582,883          2,165,822          (471,199 )        5,264,616          18,288  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 24,709,057        $ 28,061,426        $ (5,418,508 )      $ 50,501,968        $ 327,711  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $360 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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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.

 

10


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

For the year ended December 31, 2016, 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, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Company

       $ 50,501,968        $ —        $ 50,501,968

Unaffiliated Investment Company

         90,208          —          90,208
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         50,592,176          —          50,592,176
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (3,427 )          —          (3,427 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 50,588,749        $ —        $ 50,588,749
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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 DFA Multi-Strategy Fund

       $ 28,061,426        $ 5,418,508

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $48,274,708. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 2,670,694  

Unrealized (depreciation)

    (353,226 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 2,317,468  
 

 

 

 

Capital loss carry forwards (“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.

During the year ended December 31, 2016, the Fund utilized $54,732 in capital loss carry forwards to offset capital gains.

At December 31, 2016, 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 DFA Multi-Strategy Fund

       $ 307,430        $ 39,764        $ —        $ 2,317,468        $ 2,664,662

 

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

 

11


AZL MVP DFA Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

8. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2 (a)(9) of the 1940 Act. As of December 31, 2016, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 90% of the Fund.

9. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

10. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 DFA Multi-Strategy Fund (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2016, 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 years or 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, 2016, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 AZL MVP DFA Multi-Strategy Fund as of December 31, 2016, 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 years or periods in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 24, 2017

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

17


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without

charge, by calling toll free 1-800-624-0197.

 

18


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.

These Funds are not FDIC Insured.

     ANNRPT1216 2/17  

 


AZL MVP FusionSM Dynamic Balanced Fund

(formerly AZL MVP FusionSM Balanced Fund)

Annual Report

December 31, 2016

 

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 Dynamic Balanced Fund Review (unaudited)

(formerly AZL MVP FusionSM Balanced Fund)

 

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

 

What factors affected the Fund’s performance for the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL MVP FusionSM Dynamic Balanced Fund (the “Fund”) returned 5.40%. That compared to a 11.96%, 2.65% and 7.28% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Balanced Composite Index1, respectively.

The Fund is a fund of funds that achieves broad diversification by investing in underlying funds. The Fund typically holds between 40% and 60% of its assets in equity funds and 40% to 60% of its assets in fixed-income funds. The Fund also employs the MVP (Managed Volatility Portfolio) risk management process, which 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.*

Overall, 2016 brought a favorable economic backdrop for stocks. Major equity categories posted gains during the period under review, as U.S. economic growth remained steady, corporate earnings in most sectors proved robust, central banks in many major economies continued to pursue accommodative strategies, and merger activity increased. Even so, the path of equity returns was not linear. For example, global markets declined sharply following Britain’s June vote to leave the European Union, but stocks recovered quickly. Meanwhile, U.S. equities posted particularly strong gains during a year-end rally after Donald Trump’s victory in the U.S. presidential election. The S&P 500 Index gained 11.96% during the period while the MSCI EAFE Index2, burdened in part by the impact of a strengthening dollar, rose 1.00%.

Fixed-income markets were generally positive during the period under review. The Federal Reserve raised the federal funds rate for the second time in a decade and indicated that more rate hikes are likely in 2017. Spreads between U.S. Treasuries and corporate bonds tightened during the year, as investors searched for higher yields. The Bloomberg Barclays U.S. Aggregate Bond Index1 gained 2.65% during the period under review.

The Fund underperformed its composite benchmark during the period under review. This underperformance was primarily due to the Fund’s strategic allocation to international and emerging markets, which broadly lagged domestic stocks during the period. The Fund’s underlying equity portfolios also broadly detracted from relative performance, as the actively managed domestic and international funds struggled to beat their benchmarks. However, the selection of securities within the Fund’s underlying fixed-income portfolios contributed positively to relative performance on an overall basis. An out-of-benchmark allocation to high-yield bonds and a tilt towards small- and mid-cap U.S. stocks also supported relative performance. The Bloomberg Barclays U.S. Corporate High Yield Bond Index3 returned 17.13% during the period while the S&P 400 Index4 gained 20.74% and the S&P 600 Index5 rose 26.56%.*

 

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review and largely maintained a neutral equity allocation for most of the year relative to its target. There were two periods of volatility in 2016 during which the MVP process reduced the Fund’s equity exposure. Global growth concerns led to increased volatility at the start of the year, and volatility returned in mid-2016 as markets grappled with the U.K.’s vote to exit the European Union. In both instances, markets quickly recovered, and the MVP risk management process ultimately dragged on relative performance.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
3 Bloomberg Barclays U.S. Corporate High Yield Bond Index measures the USD-denominated, high-yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/ BB+/BB+ or below.
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.

 

  Investors cannot invest directly in an index.
 

 

1


AZL MVP FusionSM Dynamic 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.

Returns on growth stocks may not move in tandem with returns on other categories of stocks or the market as a whole. Growth stocks may be susceptible to rapid price savings or to adverse developments in certain sectors of the market.

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

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.

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

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.

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

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, 2016

 

     1     3     5     10  
     Year     Year     Year     Year  

AZL MVP FusionSM Dynamic Balanced Fund

     5.40 %      2.86 %      6.21 %      3.89 % 

S&P 500 Index

     11.96 %      8.87 %      14.66 %      6.95 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.23 %      4.34 % 

Balanced Composite Index

     7.28 %      6.00 %      8.44 %      6.06 % 

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 Ratio

   Gross  

AZL MVP FusionSM Dynamic Balanced Fund

     0.95 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.22%.

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

The Fund’s performance is measured against the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Balanced Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (50%) S&P 500 and (50%) Bloomberg Barclays U.S. Aggregate Bond Index. 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 Dynamic Balanced Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP Fusion Dynamic 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Fusion Dynamic Balanced Fund

    $ 1,000.00          $ 1,027.80          $ 1.12            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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Fusion Dynamic Balanced Fund

    $ 1,000.00          $ 1,024.03          $ 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 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      47.1 %

Domestic Equities

      32.9  

International Equities

      15.1  
   

 

 

 

Total Investment Securities

      95.1  

Net other assets (liabilities)

      4.9  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Fusion Dynamic Balanced Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares            Fair Value  

 

Affiliated Investment Companies (95.1%):

  

  4,293,575       AZL DFA International Core Equity Fund    $ 39,543,825   
  3,149,936       AZL DFA U.S. Core Equity Fund      33,830,315   
  1,523,381       AZL DFA U.S. Small Cap Fund      17,397,011   
  4,873,238       AZL Emerging Markets Equity Index Fund, Class 2      32,163,373   
  7,578,681       AZL Enhanced Bond Index Fund      80,864,521   
  1,852,853       AZL Gateway Fund      22,771,561   
  6,732,541       AZL International Index Fund, Class 2      94,928,827   
  10,793,391       AZL MetWest Total Return Bond Fund      108,689,445   
  2,090,238       AZL Mid Cap Index Fund, Class 2      44,835,598   
  10,815,094       AZL Pyramis Total Bond Fund, Class 2      108,691,698   
  8,681,030       AZL Russell 1000 Growth Index Fund, Class 2      112,766,586   
  8,437,665       AZL Russell 1000 Value Index Fund, Class 2      112,980,337   
  1,225,329       AZL Small Cap Stock Index Fund, Class 2      17,436,434   
  5,505,122       PIMCO PVIT Income Portfolio      56,097,198   
  5,432,807       PIMCO PVIT Low Duration Portfolio      55,631,939   
  10,256,095       PIMCO PVIT Total Return Portfolio      109,124,850   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $1,007,805,451)

     1,047,753,518   
     

 

 

 

 
 

Total Investment Securities
(Cost $1,007,805,451)(a) — 95.1%

     1,047,753,518   

 

Net other assets (liabilities) — 4.9%

     54,370,053   
     

 

 

 

 

Net Assets — 100.0%

   $ 1,102,123,571   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

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

Futures Contracts

Cash of $55,080,010 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long         3/17/17         245       $ 27,393,450       $ 56,403   

U.S. Treasury 10-Year Note March Futures

     Long         3/22/17         222         27,590,438         (173,499 ) 
              

 

 

 

Total

               $ (117,096 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Dynamic Balanced Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in affiliates, at cost

     $ 1,007,805,451
    

 

 

 

Investments in affiliates, at value

     $ 1,047,753,518

Segregated cash for collateral

       55,080,010

Interest and dividends receivable

       379,102

Receivable for variation margin on futures contracts

       76,313

Receivable for affiliated investments sold

       204,690

Prepaid expenses

       6,026
    

 

 

 

Total Assets

       1,103,499,659
    

 

 

 

Liabilities:

    

Cash overdraft

       198,823

Payable for affiliated investments purchased

       372,555

Payable for capital shares redeemed

       460,147

Payable for variation margin on futures contracts

       109,143

Manager fees payable

       187,105

Administration fees payable

       5,198

Custodian fees payable

       1,786

Administrative and compliance services fees payable

       3,140

Trustee fees payable

       2,385

Other accrued liabilities

       35,806
    

 

 

 

Total Liabilities

       1,376,088
    

 

 

 

Net Assets

     $ 1,102,123,571
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 947,763,456

Accumulated net investment income/(loss)

       18,502,976

Accumulated net realized gains/(losses) from investment transactions

       96,026,168

Net unrealized appreciation/(depreciation) on investments

       39,830,971
    

 

 

 

Net Assets

     $ 1,102,123,571
    

 

 

 

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

       92,739,379

Net Asset Value (offering and redemption price per share)

     $ 11.88
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 19,262,006

Dividends

       18,735
    

 

 

 

Total Investment Income

       19,280,741
    

 

 

 

Expenses:

    

Manager fees

       2,261,579

Administration fees

       59,685

Custodian fees

       3,239

Administrative and compliance services fees

       19,224

Trustee fees

       65,074

Professional fees

       47,960

Shareholder reports

       29,639

Other expenses

       25,478
    

 

 

 

Total expenses

       2,511,878
    

 

 

 

Net Investment Income/(Loss)

       16,768,863
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       82,291,439

Net realized gains distributions from affiliated underlying funds

       31,192,474

Net realized gains/(losses) on futures contracts

       (1,622,331 )

Change in net unrealized appreciation/depreciation on investments

       (69,648,231 )
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       42,213,351
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 58,982,214
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Fusion Dynamic Balanced Fund
      For the
Year Ended
December 31,
2016
   For the
Year Ended
December 31,
2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 16,768,863      $ 22,427,260

Net realized gains/(losses) on investment transactions

       111,861,582        60,193,767

Change in unrealized appreciation/depreciation on investments

       (69,648,231 )        (97,957,526 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       58,982,214        (15,336,499 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (25,843,598 )        (16,427,356 )

From net realized gains

       (55,908,893 )        (49,423,384 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (81,752,491 )        (65,850,740 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       17,580,463        32,451,523

Proceeds from dividends reinvested

       81,752,491        65,850,740

Value of shares redeemed

       (145,808,871 )        (126,317,790 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       (46,475,917 )        (28,015,527 )
    

 

 

      

 

 

 

Change in net assets

       (69,246,194 )        (109,202,766 )

Net Assets:

         

Beginning of period

       1,171,369,765        1,280,572,531
    

 

 

      

 

 

 

End of period

     $ 1,102,123,571      $ 1,171,369,765
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 18,502,976      $ 25,843,573
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       1,451,088        2,500,941

Dividends reinvested

       6,975,468        5,424,279

Shares redeemed

       (12,086,797 )        (9,790,478 )
    

 

 

      

 

 

 

Change in shares

       (3,660,241 )        (1,865,258 )
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Fusion Dynamic Balanced Fund

Financial Highlights

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

 

     Year Ended December 31,
      2016   2015   2014   2013   2012

Net Asset Value, Beginning of Period

     $ 12.15     $ 13.03     $ 12.62     $ 11.52     $ 10.55
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.20       0.24       0.15       0.12       0.17

Net Realized and Unrealized Gains/(Losses) on Investments

       0.44       (0.42 )       0.44       1.19       1.03
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.64       (0.18 )       0.59       1.31       1.20
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.29 )       (0.17 )       (0.18 )       (0.21 )       (0.23 )

Net Realized Gains

       (0.62 )       (0.53 )       —       —       —
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.91 )       (0.70 )       (0.18 )       (0.21 )       (0.23 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 11.88     $ 12.15     $ 13.03     $ 12.62     $ 11.52
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

       5.40 %       (1.27 )%       4.59 %       11.46 %       11.39 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 1,102,124     $ 1,171,370     $ 1,280,573     $ 1,282,663     $ 1,017,893

Net Investment Income/(Loss)

       1.48 %       1.80 %       1.13 %       1.27 %       1.48 %

Expenses Before Reductions*(b)

       0.22 %       0.22 %       0.22 %       0.22 %       0.23 %

Expenses Net of Reductions*

       0.22 %       0.22 %       0.22 %       0.21 %       0.18 %

Portfolio Turnover Rate(c)

       52 %       11 %       23 %       6 %       32 %

 

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

 

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

 

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

 

(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 Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Dynamic Balanced Fund (formerly, AZL MVP Fusion Balanced Fund) (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 Fusion Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $55 million as of December 31, 2016. The monthly average notional amount for these contracts was $52.6 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

     
Equity Contracts   Receivable for variation margin on futures contracts   $ 56,403      Payable for variation margin on futures contracts   $ —   

Interest Rate Risk Exposure

     
Interest Rate Contracts       —          173,499   

 

* 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, 2016:

 

Primary Risk Exposure  

Location of Gains/(Losses)
on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/ Depreciation on
Derivatives Recognized
 

Equity Risk Exposure

     
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ (1,812,006 )       $26,818   

Interest Rate Risk Exposure

     
Interest Rate Contracts        189,675         (38,837)   

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP Fusion Dynamic Balanced Fund

         0.20 %          0.30 %

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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP Fusion Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL BlackRock Capital Appreciation Fund

     $ 17,804,205      $ 1,768,774      $ (17,869,520 )      $ —      $ —

AZL Boston Company Research Growth Fund

       17,832,600        2,758,608        (17,961,321 )        —        47,562

AZL DFA International Core Equity Fund

       11,695,614        28,238,181        (1,060,739 )        39,543,825        128,516

AZL DFA U.S. Core Equity Fund

       11,839,464        22,502,590        (3,636,026 )        33,830,315        106,578

AZL DFA U.S. Small Cap Fund

       17,193,496        151,160        (3,771,708 )        17,397,011        74,745

AZL Emerging Markets Equity Index Fund, Class 2

       10,609,329        22,583,241        (1,070,695 )        32,163,373        62,567

AZL Enhanced Bond Index Fund

       —        84,394,772        (1,170,951 )        80,864,521        —

AZL Federated Clover Small Cap Value Fund

       17,276,335        758,628        (18,375,650 )        —        135,869

AZL Gateway Fund

       23,748,181        454,687        (2,051,319 )        22,771,561        452,414

AZL International Index Fund, Class 2

       23,031,702        77,333,283        (5,416,209 )        94,928,827        577,673

AZL Invesco Growth and Income Fund

       29,244,633        3,145,962        (31,177,642 )        —        623,633

AZL Invesco International Equity Fund

       35,302,480        1,968,610        (35,399,075 )        —        596,037

AZL JPMorgan International Opportunities Fund

       41,138,740        1,789,563        (40,685,394 )        —        492,334

AZL JPMorgan U.S. Equity Fund

       41,104,543        3,777,540        (42,793,022 )        —        305,184

AZL MetWest Total Return Bond Fund

       131,131,192        2,830,036        (26,469,738 )        108,689,445        1,423,260

AZL MFS Investors Trust Fund

       17,782,165        2,012,424        (18,527,819 )        —        109,588

AZL MFS Mid Cap Value Fund

       11,763,400        835,107        (12,755,546 )        —        96,703

AZL MFS Value Fund

       35,220,247        1,015,348        (37,729,543 )        —        656,232

AZL Mid Cap Index Fund, Class 2

       11,691,526        35,362,211        (5,561,857 )        44,835,598        114,900

AZL Morgan Stanley Global Real Estate Fund

       17,842,604        245,403        (18,390,502 )        —        243,698

AZL Morgan Stanley Mid Cap Growth Fund

       11,480,951        1,184,265        (11,255,316 )        —        —

AZL Global Equity Index Fund

       22,123,729        1,821,427        (22,129,474 )        —        606,083

AZL Oppenheimer Discovery Fund

       22,692,149        3,479,686        (24,103,809 )        —        —

AZL Pyramis Total Bond Fund

       131,393,263        4,624,913        (30,436,573 )        108,691,698        4,094,133

AZL Russell 1000 Growth Index Fund, Class 2

       20,714,157        99,351,306        (7,169,567 )        112,766,586        195,467

AZL Russell 1000 Value Index Fund, Class 2

       49,813,499        72,391,877        (16,465,724 )        112,980,337        852,351

AZL Small Cap Stock Index Fund

       —        16,828,906        (1,660,208 )        17,436,434        —

AZL Wells Fargo Large Cap Growth Fund

       17,753,139        17,996        (17,454,044 )        —        16,291

NFJ Dividend Value Portfolio

       17,517,968        1,188,817        (18,426,381 )        —        354,104

PIMCO PVIT Global Advantage Strategy Bond Portfolio

       12,037,749        40,450        (12,453,473 )        —        38,769

PIMCO PVIT High Yield Portfolio

       35,523,393        866,388        (37,980,391 )        —        842,387

PIMCO PVIT Income Portfolio

       —        59,493,586        (4,349,686 )        56,097,198        2,076,493

PIMCO PVIT Low Duration Portfolio

       70,809,315        983,422        (16,149,731 )        55,631,939        967,543

PIMCO PVIT Real Return Portfolio

       47,251,691        438,691        (49,907,843 )        —        433,647

PIMCO PVIT Total Return Portfolio

       130,913,717        2,667,676        (25,667,923 )        109,124,850        2,537,245
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 1,113,277,176      $ 559,305,534      $ (637,484,419 )      $ 1,047,753,518      $ 19,262,006
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $11,650 was paid from the Fund relating to these fees and expenses.

 

10


AZL MVP Fusion Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2016

 

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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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, 2016, 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, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Company

       $ 1,047,753,518          $ —          $ 1,047,753,518  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         1,047,753,518            —            1,047,753,518  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (117,096 )          —            (117,096 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 1,047,636,422          $ —          $ 1,047,636,422  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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 Dynamic Balanced Fund

       $ 559,305,534          $ 637,484,419  

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 Dynamic Balanced Fund

Notes to the Financial Statements

December 31, 2016

 

Cost of securities for federal income tax purposes at December 31, 2016 is $1,011,429,981. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 45,989,559  

Unrealized (depreciation)

    (9,666,022 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 36,323,537  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP Fusion Dynamic Balanced Fund

       $ 25,843,598        $ 55,908,893        $ 81,752,491

 

(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, 2015 were as follows:

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

AZL MVP Fusion Dynamic Balanced Fund

       $ 18,065,942        $ 47,784,798        $ 65,850,740

 

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

At December 31, 2016, 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 Dynamic Balanced Fund

       $ 18,502,974        $ 99,533,602        $ —        $ 36,323,537        $ 154,360,113

 

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

8. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of controlof the fund, under section 2 (a)(9) of the 1940 Act. As of December 31, 2016, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 90% of the Fund.

9. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

10. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 Dynamic Balanced Fund (formerly, AZL MVP 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, 2016, 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, 2016, by correspondence with brokers and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AZL MVP Fusion Dynamic Balanced Fund as of December 31, 2016, 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 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 18.50% 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, 2016, the Fund declared net long-term capital gain distributions of $55,908,893.

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59
5701 Golden Hills Drive
Minneapolis, MN 55416
  Lead
Independent
Trustee
  Since 10/14
(Trustee since 2/07)
  Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College
Roger A. Gelfenbien, Age 73
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)
Claire R. Leonardi, Age 61
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68
5701 Golden Hills Drive
Minneapolis, MN 55416
  Trustee   Since 2/04   Retired; 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   35   None
Arthur C. Reeds III, Age 72
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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None
Brian Muench, Age 46
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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL MVP FusionSM Dynamic Conservative Fund

(formerly AZL MVP FusionSM Conservative Fund)

Annual Report

December 31, 2016

 

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 Dynamic Conservative Fund Review (unaudited)

(formerly AZL MVP FusionSM Conservative Fund)

 

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

 

What factors affected the Fund’s performance during the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL MVP FusionSM Dynamic Conservative Fund (the “Fund”) returned 5.32%. That compared to a 11.96%, 2.65% and a 5.89% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Conservative Composite Index1, respectively.

The Fund is a fund of funds that achieves broad diversification by investing in underlying funds. 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, which 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.*

Overall, 2016 brought a favorable economic backdrop for stocks. Major equity categories posted gains during the period under review, as U.S. economic growth remained steady, corporate earnings in most sectors proved robust, central banks in many major economies continued to pursue accommodative strategies, and merger activity increased. Even so, the path of equity returns was not linear. For example, global markets declined sharply following Britain’s June vote to leave the European Union, but stocks recovered quickly. Meanwhile, U.S. equities posted particularly strong gains during a year-end rally after Donald Trump’s victory in the U.S. presidential election. The S&P 500 Index gained 11.96% during the period while the MSCI EAFE Index2, burdened in part by the impact of a strengthening dollar, rose 1.00%.

Fixed-income markets were generally positive during the period under review. The Federal Reserve raised the federal funds rate for the second time in a decade and indicated that more rate hikes are likely in 2017. Spreads between U.S. Treasuries and corporate bonds tightened during the year, as investors searched for higher yields. The Bloomberg Barclays U.S. Aggregate Bond Index1 gained 2.65% during the period under review.

The Fund underperformed its composite benchmark during the period under review. This underperformance was primarily due to the Fund’s strategic allocation to international and emerging markets, which broadly lagged domestic stocks during the period. The Fund’s underlying equity portfolios also broadly detracted from relative performance, as the actively managed domestic and international funds struggled to beat their benchmarks. However, the selection of securities within the Fund’s underlying fixed-income portfolios contributed positively to relative performance on an overall basis. An out-of-benchmark allocation to high-yield bonds and a tilt towards small- and mid-cap U.S. stocks also supported relative performance. The Bloomberg Barclays U.S. Corporate High Yield Bond Index3 returned 17.13% during the period while the S&P 400 Index4 gained 20.74% and the S&P 600 Index5 rose 26.56%.*

 

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review and largely maintained a neutral equity allocation for most of the year relative to its target. There were two periods of volatility in 2016 during which the MVP process reduced the Fund’s equity exposure. Global growth concerns led to increased volatility at the start of the year, and volatility returned in mid-2016 as markets grappled with the U.K.’s vote to exit the European Union. In both instances, markets quickly recovered, and the MVP risk management process ultimately dragged on relative performance.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
3  Bloomberg Barclays U.S. Corporate High Yield Bond Index measures the USD-denominated, high-yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/ BB+/BB+ or below.
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.

 

  Investors cannot invest directly in an index.
 

 

1


AZL MVP FusionSM Dynamic 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.

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

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.

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

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, 2016

 

                       Since  
     1     3     5     Inception  
     Year     Year     Year     (10/23/09)  

AZL MVP FusionSM Dynamic Conservative Fund

     5.32 %      3.08 %      5.64 %      5.76 % 

S&P 500 Index

     11.96 %      8.87 %      14.66 %      13.05 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.23 %      3.56 % 

Conservative Composite Index

     5.89 %      5.12 %      6.58 %      7.06 % 

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 Ratio

   Gross  

AZL MVP FusionSM Dynamic Conservative Fund

     1.01 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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

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

The Fund’s performance is measured against the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Conservative Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (35%) S&P 500 and (65%) Bloomberg Barclays U.S. Aggregate Bond Index. 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 Dynamic Conservative Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP Fusion Dynamic 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Fusion Dynamic Conservative Fund

    $ 1,000.00          $ 1,018.20          $ 1.22            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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Fusion Dynamic Conservative Fund

    $ 1,000.00          $ 1,023.93          $ 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 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Fixed Income

      62.0 %

Domestic Equities

      23.5  

International Equities

      9.5  
   

 

 

 

Total Investment Securities

      95.0  

Net other assets (liabilities)

      5.0  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Fusion Dynamic Conservative Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares    Fair Value  

 

Affiliated Investment Companies (95.0%):

  

  759,142       AZL DFA International Core Equity Fund    $ 6,991,694   
  384,480       AZL DFA U.S. Core Equity Fund      4,129,311   
  241,040       AZL DFA U.S. Small Cap Fund      2,752,679   
  617,777       AZL Emerging Markets Equity Index Fund, Class 2      4,077,330   
  2,551,755       AZL Enhanced Bond Index Fund      27,227,225   
  334,808       AZL Gateway Fund      4,114,793   
  1,088,448       AZL International Index Fund, Class 2      15,347,118   
  3,599,800       AZL MetWest Total Return Bond Fund      36,249,988   
  385,248       AZL Mid Cap Index Fund, Class 2      8,263,574   
  3,606,977       AZL Pyramis Total Bond Fund, Class 2      36,250,115   
  1,611,664       AZL Russell 1000 Growth Index Fund, Class 2      20,935,518   
  1,566,451       AZL Russell 1000 Value Index Fund, Class 2      20,974,784   
  290,166       AZL Small Cap Stock Index Fund, Class 2      4,129,057   
  1,645,167       PIMCO PVIT Income Portfolio      16,764,247   
  1,909,739       PIMCO PVIT Low Duration Portfolio      19,555,728   
  3,412,276       PIMCO PVIT Total Return Portfolio      36,306,623   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $259,849,429)

     264,069,784   
     

 

 

 

 

Total Investment Securities (Cost $259,849,429)(a) — 95.0%

     264,069,784   

 

Net other assets (liabilities) — 5.0%

     13,818,912   
     

 

 

 

 

Net Assets — 100.0%

   $ 277,888,696   
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

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

Futures Contracts

Cash of $13,907,075 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long         3/17/17         43       $ 4,807,830       $ 9,419   

U.S. Treasury 10-Year Note March Futures

     Long         3/22/17         72         8,948,250         (57,935 ) 
              

 

 

 

Total

               $ (48,516 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Dynamic Conservative Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in affiliates, at cost

     $ 259,849,429
    

 

 

 

Investments in affiliates, at value

     $ 264,069,784

Segregated cash for collateral

       13,907,075

Interest and dividends receivable

       123,778

Receivable for affiliated investments sold

       606,035

Receivable for variation margin on futures contracts

       25,140

Prepaid expenses

       1,483
    

 

 

 

Total Assets

       278,733,295
    

 

 

 

Liabilities:

    

Cash overdraft

       599,462

Payable for affiliated investments purchased

       128,583

Payable for capital shares redeemed

       33,130

Payable for variation margin on futures contracts

       19,538

Manager fees payable

       47,506

Administration fees payable

       4,684

Custodian fees payable

       1,289

Administrative and compliance services fees payable

       786

Trustee fees payable

       597

Other accrued liabilities

       9,024
    

 

 

 

Total Liabilities

       844,599
    

 

 

 

Net Assets

     $ 277,888,696
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 259,267,159

Accumulated net investment income/(loss)

       4,942,255

Accumulated net realized gains/(losses) from investment transactions

       9,507,443

Net unrealized appreciation/(depreciation) on investments

       4,171,839
    

 

 

 

Net Assets

     $ 277,888,696
    

 

 

 

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

       23,370,044

Net Asset Value (offering and redemption price per share)

     $ 11.89
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 5,185,925

Dividends

       4,846
    

 

 

 

Total Investment Income

       5,190,771
    

 

 

 

Expenses:

    

Manager fees

       555,362

Administration fees

       53,292

Custodian fees

       2,460

Administrative and compliance services fees

       4,665

Trustee fees

       15,762

Professional fees

       11,855

Shareholder reports

       7,498

Other expenses

       5,751
    

 

 

 

Total expenses

       656,645
    

 

 

 

Net Investment Income/(Loss)

       4,534,126
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       5,647,705

Net realized gains distributions from affiliated underlying funds

       5,920,403

Net realized gains/(losses) on futures contracts

       399,793

Change in net unrealized appreciation/depreciation on investments

       (2,100,279 )
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       9,867,622
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 14,401,748
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Fusion Dynamic Conservative Fund
      For the
Year Ended
December 31,
2016
   For the
Year Ended
December 31,
2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 4,534,126      $ 5,684,817

Net realized gains/(losses) on investment transactions

       11,967,901        8,963,969

Change in unrealized appreciation/depreciation on investments

       (2,100,279 )        (16,648,582 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       14,401,748        (1,999,796 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (6,400,135 )        (3,752,335 )

From net realized gains

       (8,746,642 )        (9,193,525 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (15,146,777 )        (12,945,860 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       54,291,335        42,452,840

Proceeds from dividends reinvested

       15,146,777        12,945,860

Value of shares redeemed

       (59,139,549 )        (43,561,306 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       10,298,563        11,837,394
    

 

 

      

 

 

 

Change in net assets

       9,553,534        (3,108,262 )

Net Assets:

         

Beginning of period

       268,335,162        271,443,424
    

 

 

      

 

 

 

End of period

     $ 277,888,696      $ 268,335,162
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 4,942,255      $ 6,400,113
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       4,563,032        3,390,900

Dividends reinvested

       1,281,453        1,085,152

Shares redeemed

       (4,973,216 )        (3,460,860 )
    

 

 

      

 

 

 

Change in shares

       871,269        1,015,192
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Fusion Dynamic Conservative Fund

Financial Highlights

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

 

     Year Ended December 31,
      2016   2015   2014   2013   2012

Net Asset Value, Beginning of Period

     $ 11.93       $ 12.63       $ 12.53       $ 11.99       $ 11.05  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.19         0.25         0.16         0.16         0.14  

Net Realized and Unrealized Gains/(Losses) on Investments

       0.44         (0.35 )       0.44         0.78         1.10  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.63         (0.10 )       0.60         0.94         1.24  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.28 )       (0.17 )       (0.19 )       (0.27 )       (0.20 )

Net Realized Gains

       (0.39 )       (0.43 )       (0.31 )       (0.13 )       (0.10 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.67 )       (0.60 )       (0.50 )       (0.40 )       (0.30 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 11.89       $ 11.93       $ 12.63       $ 12.53       $ 11.99  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

       5.32 %       (0.77 )%       4.81 %       7.96 %       11.27 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 277,889       $ 268,335       $ 271,443       $ 265,232       $ 253,325  

Net Investment Income/(Loss)

       1.63 %       2.09 %       1.25 %       1.29 %       1.65 %

Expenses Before Reductions*(b)

       0.24 %       0.24 %       0.24 %       0.24 %       0.25 %

Expenses Net of Reductions*

       0.24 %       0.24 %       0.24 %       0.22 %       0.20 %

Portfolio Turnover Rate(c)

       62 %       16 %       36 %       15 %       36 %

 

* 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 Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Dynamic Conservative Fund (formerly, AZL MVP Fusion Conservative Fund) (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $13.8 million as of December 31, 2016. The monthly average notional amount for these contracts was $13.5 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

       
Equity Contracts   Receivable for variation margin on futures contracts   $ 9,419      Payable for variation margin on futures contracts   $ —   

Interest Rate Risk Exposure

       
Interest Rate Contracts       —          57,935   

 

* 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, 2016:

 

Primary Risk Exposure   Location of Gains/(Losses)
on Derivatives
Recognized in Income
   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/Depreciation on
Derivatives  Recognized
 

Equity Risk Exposure

     
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ 359,680       $ 5,220   

Interest Rate Risk Exposure

     
Interest Rate Contracts        40,113         (17,432 ) 

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP Fusion Dynamic Conservative Fund

         0.20 %          0.35 %

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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL BlackRock Capital Appreciation Fund

     $ 2,667,296      $ 749,978      $ (3,157,544 )      $ —      $ —

AZL Boston Company Research Growth Fund

       2,676,961        876,307        (3,132,170 )        —        7,848

AZL DFA International Core Equity Fund

       —        7,304,044        (420,982 )        6,991,694        —

AZL DFA U.S. Core Equity Fund

       2,642,702        1,979,625        (960,174 )        4,129,311        26,325

AZL DFA U.S. Small Cap Fund

       —        2,912,152        (537,857 )        2,752,679        —

AZL Emerging Markets Equity Index Fund, Class 2

       —        4,267,433        —        4,077,330        —

AZL Enhanced Bond Index Fund

       —        28,927,404        (897,088 )        27,227,225        —

AZL Federated Clover Small Cap Value Fund

       3,989,301        973,146        (5,070,862 )        —        33,659

AZL Gateway Fund

       4,074,260        506,294        (576,789 )        4,114,793        84,421

AZL International Index Fund, Class 2

       5,342,590        12,896,347        (2,865,962 )        15,347,118        143,286

AZL Invesco Growth and Income Fund

       6,665,181        2,228,430        (8,623,445 )        —        154,718

AZL Invesco International Equity Fund

       5,358,332        1,369,479        (6,441,255 )        —        98,471

AZL JPMorgan International Opportunities Fund

       5,342,377        1,401,400        (6,467,744 )        —        69,800

AZL JPMorgan U.S. Equity Fund

       6,680,672        1,984,122        (8,319,345 )        —        54,236

AZL MetWest Total Return Bond Fund

       37,397,862        7,516,291        (8,913,629 )        36,249,988        442,087

AZL MFS Investors Trust Fund

       2,670,812        712,104        (3,178,927 )        —        18,084

AZL MFS Mid Cap Value Fund

       2,645,872        599,081        (3,288,272 )        —        23,950

AZL MFS Value Fund

       7,999,665        1,557,986        (9,923,447 )        —        162,911

AZL Mid Cap Index Fund, Class 2

       2,641,953        6,787,322        (1,771,878 )        8,263,574        28,445

AZL Morgan Stanley Global Real Estate Fund

       2,708,491        423,342        (3,179,246 )        —        40,511

AZL Morgan Stanley Mid Cap Growth Fund

       2,718,779        857,094        (3,264,847 )        —        —

AZL Oppenheimer Discovery Fund

       5,306,190        2,149,173        (6,993,157 )        —        —

AZL Pyramis Total Bond Fund

       37,473,948        7,069,317        (9,083,668 )        36,250,115        1,271,958

AZL Russell 1000 Growth Index Fund, Class 2

       1,667,655        21,028,645        (2,078,107 )        20,935,518        17,268

AZL Russell 1000 Value Index Fund, Class 2

       8,350,464        15,754,038        (4,532,909 )        20,974,784        155,663

AZL Small Cap Stock Index Fund

       —        4,368,228        (796,003 )        4,129,057        —

AZL Wells Fargo Large Cap Growth Fund

       2,655,401        548,154        (3,175,508 )        —        2,678

NFJ Dividend Value Portfolio

       4,012,969        917,749        (4,873,649 )        —        84,476

PIMCO PVIT Global Advantage Strategy Bond Portfolio

       2,701,480        45,436        (2,830,725 )        —        8,789

PIMCO PVIT High Yield Portfolio

       13,546,724        922,557        (15,122,423 )        —        353,008

PIMCO PVIT Income Portfolio

       —        18,190,276        (1,697,340 )        16,764,247        621,309

PIMCO PVIT Low Duration Portfolio

       24,192,395        4,026,364        (8,662,318 )        19,555,728        347,842

PIMCO PVIT Real Return Portfolio

       13,498,545        993,206        (15,157,921 )        —        154,878

PIMCO PVIT Total Return Portfolio

       37,387,202        7,393,052        (8,746,318 )        36,306,623        779,304
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 255,016,079      $ 170,235,576      $ (164,741,509 )      $ 264,069,784      $ 5,185,925
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $2,831 was paid from the Fund relating to these fees and expenses.

 

10


AZL MVP Fusion Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2016

 

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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the ”Board” or “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, 2016, 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, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total

Affiliated Investment Company

       $ 264,069,784          $ —          $ 264,069,784  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         264,069,784            —            264,069,784  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (48,516 )          —            (48,516 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 264,021,268          $ —          $ 264,021,268  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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 Dynamic Conservative Fund

       $ 170,235,576          $ 164,741,509  

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 Dynamic Conservative Fund

Notes to the Financial Statements

December 31, 2016

 

Cost of securities for federal income tax purposes at December 31, 2016 is $261,622,152. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 6,768,381  

Unrealized (depreciation)

    (4,320,749 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 2,447,632  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP Fusion Dynamic Conservative Fund

       $ 6,400,135        $ 8,746,642        $ 15,146,777

 

(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, 2015 were as follows:

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

AZL MVP Fusion Dynamic Conservative Fund

       $ 4,227,038        $ 8,718,822        $ 12,945,860

 

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

At December 31, 2016, 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 Dynamic Conservative Fund

       $ 5,491,942        $ 10,681,963        $ —        $ 2,447,632        $ 18,621,537

 

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

8. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2 (a)(9) of the 1940 Act. As of December 31, 2016, the Fund had an individual shareholder account which is affiliated with the Investment Adviser representing ownership in excess of 90% of the Fund.

9. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

10. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 Dynamic Conservative Fund (formerly, AZL MVP 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, 2016, 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, 2016, by correspondence with brokers and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AZL MVP Fusion Dynamic Conservative Fund as of December 31, 2016, 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 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 14.00% 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, 2016, the Fund declared net long-term capital gain distributions of $8,746,642.

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without

charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL MVP FusionSM Dynamic Moderate Fund

(formerly AZL MVP FusionSM Moderate Fund)

Annual Report

December 31, 2016

 

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 Dynamic Moderate Fund Review (unaudited)

(formerly AZL MVP FusionSM Moderate Fund)

 

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

 

What factors affected the Fund’s performance during the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL MVP FusionSM Dynamic Moderate Fund (the “Fund”) returned 4.29%. That compared to a 11.96%, 2.65% and a 8.21% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Moderate Composite Index1, respectively.

The Fund is a fund of funds that achieves broad diversification by investing in underlying funds. The Fund typically holds between 50% and 70% of its assets in equity funds and 30% to 50% of its assets in fixed-income funds. The Fund also employs the MVP (Managed Volatility Portfolio) risk management process, which 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.*

Overall, 2016 brought a favorable economic backdrop for stocks. Major equity categories posted gains during the period under review, as U.S. economic growth remained steady, corporate earnings in most sectors proved robust, central banks in many major economies continued to pursue accommodative strategies, and merger activity increased. Even so, the path of equity returns was not linear. For example, global markets declined sharply following Britain’s June vote to leave the European Union, but stocks recovered quickly. Meanwhile, U.S. equities posted particularly strong gains during a year-end rally after Donald Trump’s victory in the U.S. presidential election. The S&P 500 Index gained 11.96% during the period while the MSCI EAFE Index2, burdened in part by the impact of a strengthening dollar, rose 1.00%.

Fixed-income markets were generally positive during the period under review. The Federal Reserve raised the federal funds rate for the second time in a decade and indicated that more rate hikes are likely in 2017. Spreads between U.S. Treasuries and corporate bonds tightened during the year, as investors searched for higher yields. The Bloomberg Barclays U.S. Aggregate Bond Index gained 2.65% during the period under review.

The Fund underperformed its composite benchmark during the period under review. This underperformance was primarily due to the Fund’s strategic allocation to international and emerging markets, which broadly lagged domestic stocks during the period. The Fund’s underlying equity portfolios also broadly detracted from relative performance, as the actively managed domestic and international funds struggled to beat their benchmarks. However, the selection of securities within the Fund’s underlying fixed-income portfolios contributed positively to relative performance on an overall basis. An out-of-benchmark allocation to high-yield bonds and a tilt towards small- and mid-cap U.S. stocks also supported relative performance. The Bloomberg Barclays Corporate U.S. High Yield Bond Index3 returned 17.13% during the period while the S&P 400 Index4 gained 20.74% and the S&P 600 Index5 rose 26.56%.*

 

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review and largely maintained a neutral equity allocation for most of the year relative to its target. There were two periods of volatility in 2016 during which the MVP process reduced the Fund’s equity exposure. Global growth concerns led to increased volatility at the start of the year, and volatility returned in mid-2016 as markets grappled with the U.K.’s vote to exit the European Union. In both instances, markets quickly recovered, and the MVP risk management process ultimately dragged on relative performance.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
3  Bloomberg Barclays U.S. Corporate High Yield Bond Index measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/ BB+/BB+ or below.
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.

 

  Investors cannot invest directly in an index.
 

 

1


AZL MVP FusionSM Dynamic 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.

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

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.

Returns on growth stocks may not move in tandem with returns on other categories of stocks or the market as a whole. Growth stocks may be susceptible to rapid price savings or to adverse developments in certain sectors of the market.

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

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.

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

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, 2016

 

     1     3     5     10  
     Year     Year     Year     Year  

AZL MVP FusionSM Dynamic Moderate Fund

     4.29 %      2.23 %      6.73 %      3.38 % 

S&P 500 Index

     11.96 %      8.87 %      14.66 %      6.95 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.23 %      4.34 % 

Moderate Composite Index

     8.21 %      6.58 %      9.68 %      6.30 % 

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 Ratio

   Gross  

AZL MVP FusionSM Dynamic Moderate Fund

     0.96 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

Acquired Fund Fees and Expenses are incurred indirectly by the Fund through the valuation of the Fund’s investments in the Permitted Underlying Funds. Accordingly, Acquired Fees and Expenses affect the Fund’s total returns. Because these fees and expenses are not included in the Fund’s financial highlights, the Fund’s total annual fund operating expenses do not correlate to the ratios of expenses to average net assets shown in the financial highlights table. Without Acquired Fund Fees and Expenses the Fund’s gross ratio would be 0.22%.

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

The Fund’s performance is measured against the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Moderate Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (60%) S&P 500 and (40%) Bloomberg Barclays U.S. Aggregate Bond Index. 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 Dynamic Moderate Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP Fusion Dynamic 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

7/1/16

    

Ending

Account Value

12/31/16

    

Expenses Paid

During Period

7/1/16 - 12/31/16*

    

Annualized

Expense Ratio

During Period

7/1/16 - 12/31/16

AZL MVP Fusion Dynamic Moderate Fund

    $ 1,000.00          $ 1,032.70          $ 1.12            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
7/1/16

    

Ending

Account Value
12/31/16

    

Expenses Paid

During Period

7/1/16 - 12/31/16*

    

Annualized

Expense Ratio

During Period

7/1/16 - 12/31/16

AZL MVP Fusion Dynamic Moderate Fund

    $ 1,000.00          $ 1,024.03          $ 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 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equities

      39.4 %

Fixed Income

      37.6  

International Equities

      19.1  

Money Market

      — ^
   

 

 

 

Total Investment Securities

      96.1  

Net other assets (liabilities)

      3.9  
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%

 

3


AZL MVP Fusion Dynamic Moderate Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares            Fair Value  

 

Affiliated Investment Companies (96.1%):

  

  12,969,550       AZL DFA International Core Equity Fund    $ 119,449,559   
  5,868,338       AZL DFA U.S. Core Equity Fund      63,025,952   
  4,548,644       AZL DFA U.S. Small Cap Fund      51,945,519   
  13,721,246       AZL Emerging Markets Equity Index Fund, Class 2      90,560,225   
  13,301,598       AZL Enhanced Bond Index Fund      141,928,054   
  4,876,633       AZL Gateway Fund      59,933,815   
  16,757,203       AZL International Index Fund, Class 2         236,276,569   
  18,860,351       AZL MetWest Total Return Bond Fund      189,923,737   
  5,725,458       AZL Mid Cap Index Fund, Class 2      122,811,070   
  18,723,813       AZL Pyramis Total Bond Fund, Class 2      188,174,316   
  22,028,992       AZL Russell 1000 Growth Index Fund, Class 2      286,156,605   
  21,411,420       AZL Russell 1000 Value Index Fund, Class 2      286,698,914   
  3,658,700       AZL Small Cap Stock Index Fund, Class 2      52,063,304   
Shares            Fair Value  

 

Affiliated Investment Companies, continued

  

  9,398,496       PIMCO PVIT Income Portfolio    $ 95,770,673   
  6,873,208       PIMCO PVIT Low Duration Portfolio      70,381,649   
  17,920,944       PIMCO PVIT Total Return Portfolio      190,678,846   
     

 

 

 

 

Total Affiliated Investment Companies (Cost $2,151,660,143)

     2,245,778,807   
     

 

 

 

 

Unaffiliated Investment Company (0.0%):

  

  72,032       Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.31%(a)      72,032   
     

 

 

 

 

Total Unaffiliated Investment Company (Cost $72,032)

     72,032   
     

 

 

 

 

Total Investment Securities

  

 

(Cost $2,151,732,175)(b) — 96.1%

     2,245,850,839   

 

Net other assets (liabilities) — 3.9%

     90,482,063   
     

 

 

 

 

Net Assets — 100.0%

   $ 2,336,332,902   
     

 

 

 
 

Percentages indicated are based on net assets as of December 31, 2016.

 

(a) The rate represents the effective yield at December 31, 2016.

 

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

Futures Contracts

Cash of $91,469,571 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long         3/17/17         487       $ 54,451,470       $ 109,504   

U.S. Treasury 10-Year Note March Futures

     Long         3/22/17         295         36,662,969         (220,966 ) 
              

 

 

 

Total

               $ (111,462 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Fusion Dynamic Moderate Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in non-affiliates, at cost

     $ 72,032

Investments in affiliates, at cost

       2,151,660,143
    

 

 

 

Total Investment securities, at cost

     $ 2,151,732,175
    

 

 

 

Investments in non-affiliates, at value

     $ 72,032

Investments in affiliates, at value

       2,245,778,807
    

 

 

 

Total Investment securities, at value

     $ 2,245,850,839

Cash

       3,616

Segregated cash for collateral

       91,469,571

Interest and dividends receivable

       630,289

Receivable for variation margin on futures contracts

       101,851

Receivable for affiliated investments sold

       116,337

Prepaid expenses

       12,883
    

 

 

 

Total Assets

       2,338,185,386
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       760,826

Payable for capital shares redeemed

       390,261

Payable for variation margin on futures contracts

       217,491

Manager fees payable

       396,167

Administration fees payable

       5,976

Custodian fees payable

       2,600

Administrative and compliance services fees payable

       6,713

Trustee fees payable

       5,098

Other accrued liabilities

       67,352
    

 

 

 

Total Liabilities

       1,852,484
    

 

 

 

Net Assets

     $ 2,336,332,902
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 2,026,156,371

Accumulated net investment income/(loss)

       36,718,833

Accumulated net realized gains/(losses) from investment transactions

       179,450,496

Net unrealized appreciation/(depreciation) on investments

       94,007,202
    

 

 

 

Net Assets

     $ 2,336,332,902
    

 

 

 

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

       201,477,721

Net Asset Value (offering and redemption price per share)

     $ 11.60
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 37,750,495

Dividends

       27,422
    

 

 

 

Total Investment Income

       37,777,917
    

 

 

 

Expenses:

    

Manager fees

       4,735,672

Administration fees

       68,988

Custodian fees

       4,501

Administrative and compliance services fees

       40,519

Trustee fees

       136,689

Professional fees

       101,337

Shareholder reports

       48,663

Other expenses

       50,763
    

 

 

 

Total expenses

       5,187,132
    

 

 

 

Net Investment Income/(Loss)

       32,590,785
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

 

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

       173,320,256

Net realized gains distributions from affiliated underlying funds

       78,130,932

Net realized gains/(losses) on futures contracts

       (29,670,647 )

Change in net unrealized appreciation/depreciation on investments

       (156,827,299 )
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       64,953,242
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 97,544,027
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Fusion Dynamic
Moderate Fund
     

For the

Year Ended

December 31,

2016

  

For the

Year Ended

December 31,

2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 32,590,785      $ 42,580,237

Net realized gains/(losses) on investment transactions

       221,780,541        159,251,263

Change in unrealized appreciation/depreciation on investments

       (156,827,299 )        (245,260,925 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       97,544,027        (43,429,425 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (50,970,662 )        (33,171,485 )

From net realized gains

       (148,289,923 )        (99,506,982 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (199,260,585 )        (132,678,467 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       18,219,768        21,944,038

Proceeds from dividends reinvested

       199,260,585        132,678,467

Value of shares redeemed

       (245,864,524 )        (236,492,530 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       (28,384,171 )        (81,870,025 )
    

 

 

      

 

 

 

Change in net assets

       (130,100,729 )        (257,977,917 )

Net Assets:

         

Beginning of period

       2,466,433,631        2,724,411,548
    

 

 

      

 

 

 

End of period

     $ 2,336,332,902      $ 2,466,433,631
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 36,718,833      $ 50,970,543
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       1,563,579        1,694,159

Dividends reinvested

       17,509,717        10,956,108

Shares redeemed

       (20,672,967 )        (18,282,963 )
    

 

 

      

 

 

 

Change in shares

       (1,599,671 )        (5,632,696 )
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Fusion Dynamic Moderate Fund

Financial Highlights

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

 

     Year Ended December 31,
      2016   2015   2014   2013   2012

Net Asset Value, Beginning of Period

     $ 12.15       $ 13.05       $ 12.68       $ 11.17       $ 10.09  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.18         0.22         0.14         0.11         0.13  

Net Realized and Unrealized Gains/(Losses) on Investments

       0.32         (0.45 )       0.40         1.57         1.13  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.50         (0.23 )       0.54         1.68         1.26  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.27 )       (0.17 )       (0.17 )       (0.17 )       (0.18 )

Net Realized Gains

       (0.78 )       (0.50 )       —         —         —  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (1.05 )       (0.67 )       (0.17 )       (0.17 )       (0.18 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 11.60       $ 12.15       $ 13.05       $ 12.68       $ 11.17  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(a)

       4.29 %       (1.71 )%       4.24 %       15.17 %       12.53 %

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 2,336,333       $ 2,466,434       $ 2,724,412       $ 2,753,188       $ 2,068,583  

Net Investment Income/(Loss)

       1.38 %       1.61 %       1.04 %       1.22 %       1.34 %

Expenses Before Reductions*(b)

       0.22 %       0.22 %       0.22 %       0.22 %       0.23 %

Expenses Net of Reductions*

       0.22 %       0.22 %       0.22 %       0.21 %       0.18 %

Portfolio Turnover Rate(c)

       58 %       13 %       20 %       5 %       23 %

 

* 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 Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Fusion Dynamic Moderate Fund (formerly, AZL MVP Fusion Moderate Fund) (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $91.1 million as of December 31, 2016. The monthly average notional amount for these contracts was $128.9 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

     
Equity Contracts   Receivable for variation margin on futures contracts   $ 109,504      Payable for variation margin on futures contracts   $ —   

Interest Rate Risk Exposure

     
Interest Rate Contracts       —          220,966   

 

* 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, 2016:

 

Primary Risk Exposure  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

  

Realized Gains/(Losses)
on Derivatives

Recognized

     Change in Net Unrealized
Appreciation/Depreciation on
Derivatives Recognized
 

Equity Risk Exposure

     
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ (30,093,783 )     $ 50,077   

Interest Rate Risk Exposure

     
Interest Rate Contracts        423,136         (44,004 ) 

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP Fusion Dynamic Moderate Fund

         0.20 %          0.30 %

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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL BlackRock Capital Appreciation Fund

     $ 50,328,837      $ 5,037,209      $ (50,502,999 )      $ —      $ —

AZL Boston Company Research Growth Fund

       50,337,874        7,830,124        (50,700,218 )        —        135,085

AZL DFA International Core Equity Fund

       49,437,510        71,632,999        (3,723,526 )        119,449,559        547,641

AZL DFA U.S. Core Equity Fund

       37,827,249        23,556,518        (4,746,062 )        63,025,952        341,402

AZL DFA U.S. Small Cap Fund

       48,891,631        360,097        (8,173,876 )        51,945,519        213,065

AZL Enhanced Bond Index Fund

       —        148,085,483        (2,223,096 )        141,928,054        —

AZL Federated Clover Small Cap Value Fund

       37,135,743        1,625,263        (39,491,994 )        —        291,737

AZL Gateway Fund

       62,902,297        1,286,236        (5,875,721 )        59,933,815        1,205,204

AZL International Index Fund, Class 2

       73,591,005        168,449,665        (5,270,944 )        236,276,569        1,847,698

AZL Invesco Growth and Income Fund

       74,869,579        8,050,881        (79,777,468 )        —        1,597,393

AZL Invesco International Equity Fund

       123,843,714        6,969,710        (124,126,397 )        —        2,113,885

AZL JPMorgan International Opportunities Fund

       148,517,692        4,362,903        (144,685,930 )        —        1,795,095

AZL JPMorgan U.S. Equity Fund

       99,561,222        9,187,497        (103,615,880 )        —        743,031

AZL MetWest Total Return Bond Fund

       184,042,489        20,697,599        (15,620,660 )        189,923,737        1,994,692

AZL MFS Investors Trust Fund

       50,196,448        5,728,474        (52,297,134 )        —        312,214

AZL MFS Mid Cap Value Fund

       37,659,270        2,676,947        (40,814,120 )        —        310,405

AZL MFS Value Fund

       87,233,557        2,515,453        (93,386,494 )        —        1,631,246

AZL Mid Cap Index Fund, Class 2

       25,256,049        98,185,642        (9,901,978 )        122,811,070        247,355

AZL Morgan Stanley Global Real Estate Fund

       50,337,373        692,134        (51,841,943 )        —        692,134

AZL Morgan Stanley Mid Cap Growth Fund

       36,501,500        3,322,392        (35,294,471 )        —        —

AZL Global Equity Index Fund

       67,686,831        1,753,553        (63,904,508 )        —        1,753,553

AZL Oppenheimer Discovery Fund

       48,294,451        5,881,137        (49,599,143 )        —        —

AZL Pyramis Total Bond Fund

       184,410,195        23,439,530        (23,059,365 )        188,174,316        5,761,970

AZL Russell 1000 Growth Index Fund, Class 2

       47,138,571        249,107,219        (10,365,094 )        286,156,605        447,984

AZL Russell 1000 Value Index Fund, Class 2

       96,605,035        202,022,912        (30,811,731 )        286,698,914        1,658,450

AZL Small Cap Stock Index Fund

       —        47,458,552        (1,822,574 )        52,063,304        —

AZL Emerging Markets Equity Index Fund, Class 2

       22,017,103        70,800,274        (1,194,814 )        90,560,225        135,033

AZL Wells Fargo Large Cap Growth Fund

       50,214,179        46,397        (49,350,337 )        —        46,397

NFJ Dividend Value Portfolio

       49,908,535        3,376,047        (52,459,741 )        —        1,007,043

PIMCO PVIT Global Advantage Strategy Bond Portfolio

       75,491,591        718,227        (80,025,909 )        —        720,547

PIMCO PVIT High Yield Portfolio

       50,382,020        1,412,072        (54,314,154 )        —        1,382,868

PIMCO PVIT Income Portfolio

       —        100,238,017        (6,069,961 )        95,770,673        3,538,867

PIMCO PVIT Low Duration Portfolio

       75,392,750        1,179,683        (6,122,676 )        70,381,649        1,072,801

PIMCO PVIT Real Return Portfolio

       75,381,720        484,680        (79,228,925 )        —        483,956

PIMCO PVIT Total Return Portfolio

       183,590,172        21,906,781        (15,370,733 )        190,678,846        3,721,744
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 2,354,984,192      $ 1,320,078,307      $ (1,445,770,576 )      $ 2,245,778,807      $ 37,750,495
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $24,395 was paid from the Fund relating to these fees and expenses.

 

10


AZL MVP Fusion Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2016

 

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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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, 2016, 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, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Company

       $ 2,245,778,807          $ —          $ 2,245,778,807  

Unaffiliated Investment Company

         72,032            —            72,032  
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         2,245,850,839            —            2,245,850,839  
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (111,462 )          —            (111,462 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 2,245,739,377          $ —          $ 2,245,739,377  
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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 Dynamic Moderate Fund

       $ 1,320,078,307          $ 1,445,770,576  

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 Dynamic Moderate Fund

Notes to the Financial Statements

December 31, 2016

 

Cost of securities for federal income tax purposes at December 31, 2016 is $2,158,001,201. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 106,737,058  

Unrealized (depreciation)

    (18,887,420 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 87,849,638  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP Fusion Dynamic Moderate Fund

       $ 50,970,662        $ 148,289,923        $ 199,260,585

 

(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, 2015 were as follows:

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

AZL MVP Fusion Dynamic Moderate Fund

       $ 33,171,485        $ 99,506,982        $ 132,678,467

 

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

At December 31, 2016, 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 Dynamic Moderate Fund

       $ 36,718,833        $ 185,608,061        $ —        $ 87,849,638        $ 310,176,532

 

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

8. Ownership and Principal Holders

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2 (a)(9) of the 1940 Act. As of December 31, 2016, the Fund had a controlling interest (in excess of 50%) in the AZL MetWest Total Return Bond Fund, which is affiliated with the Investment Adviser.

9. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

10. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 Dynamic Moderate Fund (formerly, AZL MVP 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, 2016, 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, 2016, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 AZL MVP Fusion Dynamic Moderate Fund as of December 31, 2016, 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 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 22.71% 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, 2016, the Fund declared net long-term capital gain distributions of $148,289,923.

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL® MVP Growth Index Strategy Fund

Annual Report

December 31, 2016

 

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 year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® MVP Growth Index Strategy Fund (the “Fund”) returned 6.80%. That compared to a 11.96%, 2.65% and a 9.62% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Growth Composite Index1, respectively.

The 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 Index2, the S&P 600 Index3 and the MSCI EAFE Index4, 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 that of the Bloomberg Barclays Capital 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 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.

Overall, 2016 brought a favorable economic backdrop for stocks. Major equity categories posted gains during the period under review, as U.S. economic growth remained steady, corporate earnings in most sectors proved robust, central banks in many major economies continued to pursue accommodative strategies, and merger activity increased. Even so, the path of equity returns was not linear. For example, global markets declined sharply following Britain’s June vote to leave the European Union, but stocks recovered quickly. Meanwhile, U.S. equities posted particularly strong gains during a year-end rally after Donald Trump’s victory in the U.S. presidential election. The S&P 500 gained 11.96% during the period while the MSCI EAFE, burdened in part by the impact of a strengthening dollar, rose 1.00%.

Fixed-income markets were generally positive during the period under review. The Federal Reserve raised the federal funds rate for the second time in a decade and indicated that more rate hikes are likely in 2017. Spreads between U.S. Treasuries and corporate bonds tightened during the year, as investors searched for higher yields. The Bloomberg Barclays U.S. Aggregate Bond Index gained 2.65% during the period under review.

The Fund underperformed its composite benchmark for the period under review. The underperformance was primarily due to the Fund’s strategic allocation to international equity markets, which broadly lagged domestic stocks during the period. The underlying fixed-income portfolio also lagged its benchmark during the period, detracting further from relative performance. The Fund’s allocations to small- and mid-cap U.S. equities, however, contributed positively to relative returns as they collectively outperformed the larger stocks found in the S&P 500 Index. The S&P 400 Index gained 20.74% during the period while the S&P 600 Index rose 26.56%.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review and largely maintained a neutral equity allocation for most of the year relative to its target. There were two periods of volatility in 2016 during which the MVP process reduced the Fund’s equity exposure. Global growth concerns led to increased volatility at the start of the year, and volatility returned in mid-2016 as markets grappled with the U.K.’s vote to exit the European Union. In both instances, markets quickly recovered, and the MVP risk management process ultimately dragged on relative performance.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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.
3  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.
4  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 Index Strategy 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.

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.

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

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, 2016

 

                 Since  
     1     3     Inception  
     Year     Year     (1/10/12)  

AZL® MVP Growth Index Strategy Fund

     6.80 %      4.10 %      8.68 % 

S&P 500 Index

     11.96 %      8.87 %      14.10 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.26 % 

Growth Composite Index

     9.62 %      7.45 %      11.15 % 

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 Ratio

   Gross  

AZL® MVP Growth Index Strategy Fund

     0.69 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.12%.

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 the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Growth Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (75%) S&P 500 and (25%) Bloomberg Barclays U.S. Aggregate Bond Index. 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Growth Index Strategy Fund

    $ 1,000.00        $ 1,045.60        $ 0.62          0.12 %

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

 

     Beginning
Account Value
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Growth Index Strategy Fund

    $ 1,000.00        $ 1,024.53        $ 0.61          0.12 %

 

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equities

      53.6 %

Fixed Income

      23.1

International Equities

      18.4

Money Market

      — ^
   

 

 

 

Total Investment Securities

      95.1

Net other assets (liabilities)

      4.9
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

^ Represents less than 0.05%

 

3


AZL MVP Growth Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares            Fair Value  
 

Affiliated Investment Companies (95.1%):

 
  48,576,453      AZL Enhanced Bond Index Fund    $ 518,310,753  
  29,249,324      AZL International Index Fund, Class 2      412,415,467  
  11,887,598      AZL Mid Cap Index Fund, Class 2      254,988,987  
  57,917,436      AZL S&P 500 Index Fund, Class 2      814,319,154  
  9,329,214      AZL Small Cap Stock Index Fund, Class 2      132,754,720  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $2,039,308,927)

     2,132,789,081  
     

 

 

 
 

Unaffiliated Investment Company (0.0%):

 
  5,857      Dreyfus Treasury Prime Cash Management Fund Institutional Shares, 0.31%(a)      5,857  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $5,857)

     5,857  
     

 

 

 
 

Total Investment Securities

(Cost $2,039,314,784)(b) — 95.1%

     2,132,794,938  
 

Net other assets (liabilities) — 4.9%

     110,577,849  
     

 

 

 
 

Net Assets — 100.0%

   $ 2,243,372,787  
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

(a) The rate represents the effective yield at December 31, 2016.

 

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

Futures Contracts

Cash of $111,073,150 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long        3/17/17        744      $ 83,186,640      $ 173,556  

U.S. Treasury 10-Year Note March Futures

     Long        3/22/17        225        27,963,281        (169,252 ) 
              

 

 

 

Total

               $ 4,304  
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Growth Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in non-affiliates, at cost

     $ 5,857

Investments in affiliates, at cost

       2,039,308,927
    

 

 

 

Total Investment securities, at cost

     $ 2,039,314,784
    

 

 

 

Investments in non-affiliates, at value

     $ 5,857

Investments in affiliates, at value

       2,132,789,081
    

 

 

 

Total Investment securities, at value

     $ 2,132,794,938

Segregated cash for collateral

       111,073,150

Interest and dividends receivable

       3,445

Receivable for variation margin on futures contracts

       504

Receivable for capital shares issued

       1,128,129

Receivable for affiliated investments sold

       1,055,130

Prepaid expenses

       12,862
    

 

 

 

Total Assets

       2,246,068,158
    

 

 

 

Liabilities:

    

Cash overdraft

       2,143,972

Payable for capital shares redeemed

       211,497

Payable for variation margin on futures contracts

       217

Manager fees payable

       189,404

Administration fees payable

       5,829

Custodian fees payable

       2,104

Administrative and compliance services fees payable

       6,240

Trustee fees payable

       4,739

Other accrued liabilities

       131,369
    

 

 

 

Total Liabilities

       2,695,371
    

 

 

 

Net Assets

     $ 2,243,372,787
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 2,054,942,233

Accumulated net investment income/(loss)

       28,019,266

Accumulated net realized gains/(losses) from investment transactions

       66,926,830

Net unrealized appreciation/(depreciation) on investments

       93,484,458
    

 

 

 

Net Assets

     $ 2,243,372,787
    

 

 

 

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

       159,301,510

Net Asset Value (offering and redemption price per share)

     $ 14.08
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 26,652,730

Dividends

       25,767
    

 

 

 

Total Investment Income

       26,678,497
    

 

 

 

Expenses:

    

Manager fees

       1,597,546

Administration fees

       60,368

Custodian fees

       3,116

Administrative and compliance services fees

       26,662

Trustee fees

       88,497

Professional fees

       79,772

Shareholder reports

       51,411

Other expenses

       14,361
    

 

 

 

Total expenses

       1,921,733
    

 

 

 

Net Investment Income/(Loss)

       24,756,764
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       (4,886,324 )

Net realized gains distributions from affiliated underlying funds

       92,372,988

Net realized gains/(losses) on futures contracts

       (16,651,571 )

Change in net unrealized appreciation/depreciation on investments

       24,123,149
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       94,958,242
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 119,715,006
    

 

 

 
 

 

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,
2016
   For the
Year Ended
December 31,
2015

Change in Net Assets:

           

Operations:

           

Net investment income/(loss)

       $ 24,756,764      $ 27,850,585

Net realized gains/(losses) on investment transactions

         70,835,093        13,418,517

Change in unrealized appreciation/depreciation on investments

         24,123,149        (58,218,218 )
      

 

 

      

 

 

 

Change in net assets resulting from operations

         119,715,006        (16,949,116 )
      

 

 

      

 

 

 

Distributions to Shareholders:

           

From net investment income

         (31,942,925 )        (11,042,254 )

From net realized gains

         (8,888,678 )        (11,515,211 )
      

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

         (40,831,603 )        (22,557,465 )
      

 

 

      

 

 

 

Capital Transactions:

           

Proceeds from shares issued

         151,231,938        307,517,730

Proceeds from shares issued in merger

         642,975,499        —

Proceeds from dividends reinvested

         40,831,603        22,557,465

Value of shares redeemed

         (63,010,102 )        (16,365,383 )
      

 

 

      

 

 

 

Change in net assets resulting from capital transactions

         772,028,938        313,709,812
      

 

 

      

 

 

 

Change in net assets

         850,912,341        274,203,231

Net Assets:

           

Beginning of period

         1,392,460,446        1,118,257,215
      

 

 

      

 

 

 

End of period

       $ 2,243,372,787      $ 1,392,460,446
      

 

 

      

 

 

 

Accumulated net investment income/(loss)

       $ 28,019,266      $ 31,942,865
      

 

 

      

 

 

 

Share Transactions:

           

Shares issued

         11,127,802        21,813,939

Shares issued in merger

         47,001,133        —

Dividends reinvested

         3,000,118        1,683,393

Shares redeemed

         (4,601,086 )        (1,188,071 )
      

 

 

      

 

 

 

Change in shares

         56,527,967        22,309,261
      

 

 

      

 

 

 

 

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,
2016
  Year Ended
December 31,
2015
  Year Ended
December 31,
2014
  Year Ended
December 31,
2013
 

January 10, 2012
to

December 31,
2012 (a)

Net Asset Value, Beginning of Period

     $ 13.55     $ 13.90     $ 13.23     $ 10.95     $ 10.00
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.14       0.25       0.10       0.10       0.09

Net Realized and Unrealized Gains/(Losses) on Investments

       0.77       (0.36 )       0.75       2.18       1.01
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.91       (0.11 )       0.85       2.28       1.10
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.30 )       (0.12 )       (0.10 )       —       (0.12 )

Net Realized Gains

       (0.08 )       (0.12 )       (0.08 )       — (b)       (0.03 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.38 )       (0.24 )       (0.18 )       — (b)       (0.15 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 14.08     $ 13.55     $ 13.90     $ 13.23     $ 10.95
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       6.80 %       (0.80 )%       6.47 %       20.85 %       10.98 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 2,243,373     $ 1,392,460     $ 1,118,257     $ 768,606     $ 261,143

Net Investment Income/(Loss)(e)

       1.55 %       2.17 %       1.05 %       1.25 %       1.47 %

Expenses Before Reductions*(e)(f)

       0.12 %       0.12 %       0.12 %       0.13 %       0.22 %

Expenses Net of Reductions*(e)

       0.12 %       0.12 %       0.12 %       0.13 %       0.15 %

Portfolio Turnover Rate

       4 %(g)        1 %       1 %       — (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 2012, the Fund’s primary vehicle for gaining exposure to derivatives was 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) Cost of purchases and proceeds from sales of portfolio securities incurred to realign the Fund’s portfolio after the fund merger are excluded from the portfolio turnover rate. If such amounts had not been excluded, the portfolio turnover rate would have been 4%.

 

(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, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Growth Index Strategy Fund (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $111.1 million as of December 31, 2016. The monthly average notional amount for these contracts was $101.6 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

     
Equity Contracts   Receivable for variation margin on futures contracts   $ 173,556     Payable for variation margin on futures contracts   $ —  

Interest Rate Risk Exposure

     
Interest Rate Contracts       —         169,252  

 

* 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, 2016:

 

Primary Risk Exposure   Location of Gains/(Losses)
on Derivatives
Recognized in Income
   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/ Depreciation on
Derivatives Recognized
 

Equity Risk Exposure

       
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ (16,429,017 )     $ 130,524  

Interest Rate Risk Exposure

       
Interest Rate Contracts        (222,554 )       (91,573 ) 

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, 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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP Growth Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL Enhanced Bond Index Fund

     $ 331,777,725      $ 134,825,700      $ (13,244,925 )      $ 518,310,753      $ 6,850,143

AZL International Index Fund, Class 2

       264,425,252        79,414,487        (9,405,182 )        412,415,467        7,474,715

AZL Mid Cap Index Fund, Class 2

       152,345,889        95,929,782        (10,982,520 )        254,988,987        1,713,464

AZL S&P 500 Index Fund, Class 2

       497,220,720        266,757,910        (8,149,202 )        814,319,154        9,699,393

AZL Small Cap Stock Index Fund, Class 2

       75,970,242        52,424,478        (6,753,453 )        132,754,720        915,015
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 1,321,739,828      $ 629,352,357      $ (48,535,282 )      $ 2,132,789,081      $ 26,652,730
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $16,078 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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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, 2016, 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, 2016

 

The following is a summary of the valuation inputs used as of December 31, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total

Affiliated Investment Company

       $ 2,132,789,081        $ —        $ 2,132,789,081

Unaffiliated Investment Company

         5,857                 5,857
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         2,132,794,938          —          2,132,794,938
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         4,304          —          4,304
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 2,132,799,242        $ —        $ 2,132,799,242
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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

       $ 629,352,357        $ 63,053,806

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $2,044,292,039. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 121,930,839  

Unrealized (depreciation)

    (33,427,940 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 88,502,899  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP Growth Index Strategy Fund

       $ 31,942,925        $ 8,888,678        $ 40,831,603

 

(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, 2015 were as follows:

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

AZL MVP Growth Index Strategy Fund

       $ 13,168,359        $ 9,389,106        $ 22,557,465

 

(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, 2016

 

At December 31, 2016, 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

       $ 28,019,267        $ 71,908,388        $ —        $ 88,502,899        $ 188,430,554

 

(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

Effective as of the close of business October 21, 2016, the Fund acquired all of the net assets of the AZL MVP Fusion Growth Fund (“Acquired Fund”), an open-end management investment company, pursuant to a plan of reorganization approved by the Board on June 14, 2016. 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 47,001,133 shares of the Fund, valued at $642,975,499, for 53,513,953 shares of the Acquired Fund outstanding as of close of business October 21, 2016.

The investment portfolio and cash of the Acquired Fund were the principal assets acquired by the Fund. At the close of business October 21, 2016, the Acquired Fund had a fair value of $643,223,205 and identified cost of $640,882,959. 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 Acquired 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 Fund’s net assets were $1,520,825,037. All fees and expenses incurred by the Acquired Fund and the Fund directly in connection with the plan of reorganization were borne equally by the Manager and the Acquired Fund, except that the expenses borne by the Acquired Fund did not exceed $178,000, as provided by the plan of reorganization.

Assuming the acquisition had been completed on January 1, 2016, the beginning of the annual reporting period of the Fund, the Fund’s pro forma results of operations for the year ended December 31, 2016, are as follows:

 

Net investment income/(loss)

  $ 36,498,973  

Net realized/unrealized gains/(losses)

    87,686,374  
 

 

 

 

Change in net assets resulting from operations

  $ 124,185,347  
 

 

 

 

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 Acquired Fund that have been included in the Fund’s statement of operations since October 22, 2016.

In the calculation of the portfolio turnover as presented in the Financial Highlights, the Fund excluded the cost of purchases and proceeds from sales of portfolio securities that occurred in the effort to realign a combined fund’s portfolio after the merger. The amounts of excluded purchases and sales are as follows:

 

Cost of purchases

  $ 223,205,153  

Proceeds from sales

    —  

9. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

10. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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, 2016, 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 or 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, 2016, by correspondence with brokers and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AZL MVP Growth Index Strategy Fund as of December 31, 2016, 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 or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 37.58% 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, 2016, the Fund declared net long-term capital gain distributions of $8,888,678.

 

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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL® MVP Moderate Index Strategy Fund

(formerly AZL® MVP Invesco Equity and Income Fund)

Annual Report

December 31, 2016

 

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 Moderate Index Strategy Fund Review (unaudited)

(formerly AZL® MVP Invesco Equity and Income Fund)

 

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

 

What factors affected the Fund’s performance for the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® MVP Moderate Index Strategy Fund (the “Fund”) returned 5.43%. That compared to a 11.96%, 2.65% and a 8.21% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Balanced Composite Index1, respectively.

Effective October 14, 2016, the Fund’s name was changed to the AZL MVP Moderate Index Strategy Fund and Allianz Investment Management LLC (the “Manager”) assumed direct responsibility for the day-to-day management of the Fund’s assets. At the same time, the Fund’s investment strategies changed such that the Fund became a fund of funds which invested primarily in the shares of other mutual funds managed by the manager (the “Index Strategy Underlying Funds”).

The Fund is designed to provide a diversified portfolio consisting of index funds in equity and fixed income asset classes,combined with the MVP (Managed Volatility Portfolio) risk management process 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 Fund also employs the MVP (Managed Volatility Portfolio) risk management process, which 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.

Overall, 2016 brought a favorable economic backdrop for stocks. Major equity categories posted gains during the period under review as U.S. economic growth remained steady and central banks in many major economies continued to pursue accommodative strategies. Even so, the path of equity returns was not linear as global markets declined sharply following Britain’s June vote to leave the European Union only to rebound days later. U.S. equities also posted strong gains following the U.S. presidential election. The S&P 500 Index gained 11.96% during the period while the MSCI EAFE Index2, burdened in part by the impact of a strengthening dollar, rose 1.00%.

Fixed-income markets were generally positive during the period under review. The Federal Reserve raised the federal funds rate for the second time in a decade and indicated that more rate hikes are likely in 2017. Spreads between U.S. Treasuries and corporate bonds tightened during the year, as investors searched for higher yields. The Bloomberg Barclays U.S. Aggregate Bond Index gained 2.65% during the period under review.

The Fund underperformed its reference benchmark for the 12-month period under review. Weak stock selection within materials was a large detractor from relative performance. In particular, low exposure to metal mining companies hurt relative performance when these stocks rallied on rising metal prices.*

The high-quality bonds and convertible bonds, including the Fund’s use of futures to gain exposure to U.S. Treasuries, in the fixed-income portion of the portfolio posted positive performance, but underperformed equities. As a result, these holdings detracted from the Fund’s performance relative to its composite benchmark.*

 

Strong stock selection and underweight allocations in consumer discretionary and health care stocks were large contributors to the Fund’s performance relative to its composite benchmark. Stock selection and an overweight allocation to energy stocks also enhanced relative performance, as did stock selection in consumer staples. The Fund made use of currency forward contracts for the purpose of hedging currency exposure to non-U.S.-based companies held in the portfolio. These currency forward contracts had a positive impact on the Fund’s performance during the period.*

Following the change which occurred on October 14, 2016 through December 31, 2016, the Fund had a total return of 2.35%, and performed in line with its composite benchmark (2.33% total return).

Allocations to small- and mid-cap U.S. equities supported relative returns as they collectively outperformed the larger stocks found in the S&P 500. The Fund’s relative performance was hurt by a strategic allocation to international equity as non-U.S. equity markets broadly lagged their domestic counterparts during the period.*

The MVP risk management process which includes the use of derivatives, futures in particular, worked as intended and largely maintained a neutral equity allocation for most of the year relative to its target. In early 2016, global growth concerns led to increased volatility and the MVP reduced the Fund’s equity exposure. Equity markets quickly recovered, however, and the MVP risk management process ultimately caused a drag on the Fund’s performance relative to its benchmark.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
2  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 Moderate 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 Index Strategy 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.

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.

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

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, 2016

 

                 Since  
     1     3     Inception  
     Year     Year     (1/10/12)  

AZL® MVP Moderate Index Strategy Fund

     5.43 %      3.43 %      8.38 % 

S&P 500 Index

     11.96 %      8.87 %      14.10 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.26 % 

Balanced Composite Index

     8.21 %      6.58 %      9.37 % 

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 Ratio

   Gross  

AZL® MVP Moderate Index Strategy Fund

     0.71 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.13%.

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 the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Balanced Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (60%) S&P 500 and (40%) Bloomberg Barclays U.S. Aggregate Bond Index. 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 Moderate Index Strategy Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP Moderate 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Moderate Index Strategy Fund

    $ 1,000.00        $ 1,060.60        $ 0.62          0.12 %

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

 

     Beginning
Account Value
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP Moderate Index Strategy Fund

    $ 1,000.00        $ 1,024.53        $ 0.61          0.12 %

 

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equities

      42.7 %

Fixed Income

      37.1

International Equities

      15.2
   

 

 

 

Total Investment Securities

      95.0

Net other assets (liabilities)

      5.0
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Moderate Index Strategy Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares    Fair Value  
 

Affiliated Investment Companies (95.0%):

 
  18,097,624      AZL Enhanced Bond Index Fund    $ 193,101,645  
  5,617,310      AZL International Index Fund, Class 2      79,204,077  
  2,241,417      AZL Mid Cap Index Fund, Class 2      48,078,403  
  10,603,610      AZL S&P 500 Index Fund, Class 2      149,086,758  
  1,740,684      AZL Small Cap Stock Index Fund, Class 2      24,769,929  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $482,038,254)

     494,240,812  
     

 

 

 
 

Total Investment Securities
(Cost $482,038,254)(a) — 95.0%

     494,240,812  
 

Net other assets (liabilities) — 5.0%

     25,871,365  
     

 

 

 
 

Net Assets — 100.0%

   $ 520,112,177  
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

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

Futures Contracts

Cash of $26,013,922 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long        3/17/17        139      $ 15,541,590      $ 32,100  

U.S. Treasury 10-Year Note March Futures 

     Long        3/22/17        84        10,439,625        (63,387 ) 
              

 

 

 

Total

               $ (31,287 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Moderate Index Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in affiliates, at cost

     $ 482,038,254
    

 

 

 

Investments in affiliates, at value

     $ 494,240,812

Segregated cash for collateral

       26,013,922

Interest and dividends receivable

       11

Receivable for capital shares issued

       31,193

Receivable for affiliated investments sold

       1,681,737

Prepaid expenses

       2,940
    

 

 

 

Total Assets

       521,970,615
    

 

 

 

Liabilities:

    

Cash overdraft

       1,692,845

Payable for capital shares redeemed

       93,775

Manager fees payable

       44,349

Administration fees payable

       4,832

Custodian fees payable

       1,095

Administrative and compliance services fees payable

       1,478

Trustee fees payable

       1,122

Other accrued liabilities

       18,942
    

 

 

 

Total Liabilities

       1,858,438
    

 

 

 

Net Assets

     $ 520,112,177
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 486,624,517

Accumulated net investment income/(loss)

       8,896,980

Accumulated net realized gains/(losses) from investment transactions

       12,419,409

Net unrealized appreciation/(depreciation) on investments

       12,171,271
    

 

 

 

Net Assets

     $ 520,112,177
    

 

 

 

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

       38,537,921

Net Asset Value (offering and redemption price per share)

     $ 13.50
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 9,550,108

Dividends

       3,304
    

 

 

 

Total Investment Income

       9,553,412
    

 

 

 

Expenses:

    

Manager fees

       520,252

Administration fees

       54,617

Custodian fees

       1,874

Administrative and compliance services fees

       7,776

Trustee fees

       26,474

Professional fees

       19,805

Shareholder reports

       15,188

Other expenses

       10,436
    

 

 

 

Total expenses

       656,422
    

 

 

 

Net Investment Income/(Loss)

       8,896,990
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       12,276,655

Net realized gains distributions from affiliated underlying funds

       16,154,057

Net realized gains/(losses) on futures contracts

       (15,992,619 )

Change in net unrealized appreciation/depreciation on investments

       6,603,332
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       19,041,425
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 27,938,415
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Moderate Index Strategy Fund
      For the
Year Ended
December 31,
2016
   For the
Year Ended
December 31,
2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 8,896,990      $ 10,019,001

Net realized gains/(losses) on investment transactions

       12,438,093        17,325,307

Change in unrealized appreciation/depreciation on investments

       6,603,332        (44,072,890 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       27,938,415        (16,728,582 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (11,530,345 )        (2,550,798 )

From net realized gains

       (15,559,033 )        (12,524,529 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (27,089,378 )        (15,075,327 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       26,814,181        83,138,412

Proceeds from dividends reinvested

       27,089,378        15,075,327

Value of shares redeemed

       (55,484,626 )        (13,022,406 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       (1,581,067 )        85,191,333
    

 

 

      

 

 

 

Change in net assets

       (732,030 )        53,387,424

Net Assets:

         

Beginning of period

       520,844,207        467,456,783
    

 

 

      

 

 

 

End of period

     $ 520,112,177      $ 520,844,207
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 8,896,980      $ 11,530,335
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       2,047,099        5,858,209

Dividends reinvested

       2,071,053        1,120,010

Shares redeemed

       (4,178,626 )        (909,382 )
    

 

 

      

 

 

 

Change in shares

       (60,474 )        6,068,837
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Moderate Index Strategy Fund

Financial Highlights

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

 

     Year Ended December 31,  

January 10,
2012 to
December 31,

2012 (a)

      2016   2015   2014   2013  

Net Asset Value, Beginning of Period

     $ 13.49     $ 14.37     $ 13.34     $ 10.77     $ 10.00
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.23       0.25       0.06       0.07       0.10

Net Realized and Unrealized Gains/(Losses) on Investments

       0.48       (0.71 )       1.06       2.50       0.79
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.71       (0.46 )       1.12       2.57       0.89
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.30 )       (0.07 )       (0.05 )       —       (0.10 )

Net Realized Gains

       (0.40 )       (0.35 )       (0.04 )       — (b)       (0.02 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.70 )       (0.42 )       (0.09 )       — (b)       (0.12 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 13.50     $ 13.49     $ 14.37     $ 13.34     $ 10.77
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       5.43 %       (3.21 )%       8.42 %       23.88 %       8.89 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 520,112     $ 520,844     $ 467,457     $ 298,836     $ 79,526

Net Investment Income/(Loss)(e)

       1.71 %       1.97 %       0.65 %       0.89 %       1.82 %

Expenses Before Reductions*(e)(f)

       0.13 %       0.13 %       0.14 %       0.16 %       0.36 %

Expenses Net of Reductions*(e)

       0.13 %       0.13 %       0.14 %       0.15 %       0.15 %

Portfolio Turnover Rate(g)

       108 %(h)       2 %       1 %       —       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) Effective October 14, 2016, the investment strategy of the Fund changed. Costs of purchases and proceeds from sales of portfolio securities associated with the changes in investment strategy contributed to higher portfolio turnover rate for the period ended December 31, 2016 as compared to prior years.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Moderate Index Strategy Fund (formerly, AZL MVP Invesco Equity and Income Fund) (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $26 million as of December 31, 2016. The monthly average notional amount for these contracts was $53.7 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

     
Equity Contracts   Receivable for variation margin on futures contracts   $ 32,100     Payable for variation margin on futures contracts   $ —  

Interest Rate Risk Exposure

     
Interest Rate Contracts       —         63,387  

 

* 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, 2016:

 

Primary Risk Exposure  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/ Depreciation on
Derivatives Recognized
 

Equity Risk Exposure

     
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ (16,027,459 )     $ 199,565  

Interest Rate Risk Exposure

     
Interest Rate Contracts        34,840        (15,951 ) 

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP Moderate Index Strategy 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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL Invesco Equity and Income Fund

     $ 494,565,552      $ 33,812,695      $ (533,764,681 )      $ —      $ 9,550,108

AZL Enhanced Bond Index Fund

       —        200,835,800        (3,424,953 )        193,101,645        —

AZL International Index Fund, Class 2

       —        78,846,312        (146,188 )        79,204,077        —

AZL Mid Cap Index Fund, Class 2

       —        47,308,165        (4,121,777 )        48,078,403        —

AZL S&P 500 Index Fund, Class 2

       —        150,602,900        (9,865,896 )        149,086,758        —

AZL Small Cap Stock Index Fund, Class 2

       —        23,654,149        (2,757,638 )        24,769,929        —
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 494,565,552      $ 535,060,021      $ (554,081,133 )      $ 494,240,812      $ 9,550,108
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $5,318 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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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, 2016, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


AZL MVP Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The following is a summary of the valuation inputs used as of December 31, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total

Affiliated Investment Company

       $ 494,240,812        $ —        $ 494,240,812
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         494,240,812          —          494,240,812
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (31,287 )          —          (31,287 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 494,209,525        $ —        $ 494,209,525
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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 Moderate Index Strategy Fund

       $ 535,060,021        $ 554,081,133

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $482,038,285. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 16,516,087  

Unrealized (depreciation)

    (4,313,560 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 12,202,527  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP Moderate Index Strategy Fund

       $ 11,530,345        $ 15,559,033        $ 27,089,378

 

(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, 2015 were as follows:

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

AZL MVP Moderate Index Strategy Fund

       $ 3,299,807        $ 11,775,520        $ 15,075,327

 

(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 Moderate Index Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

At December 31, 2016, 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 Moderate Index Strategy Fund

       $ 8,896,981        $ 12,388,152        $ —        $ 12,202,527        $ 33,487,660

 

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

8. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

9. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 Moderate Index Strategy Fund (formerly, 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, 2016, 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 or 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, 2016, by correspondence with brokers and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AZL MVP Moderate Index Strategy Fund as of December 31, 2016, 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 or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 38.65% 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, 2016, the Fund declared net long-term capital gain distributions of $15,559,033.

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14
(Trustee since 2/07)
  Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL® MVP Pyramis® Multi-Strategy Fund

(formerly AZL® MVP Franklin Templeton Founding Strategy Plus Fund)

Annual Report

December 31, 2016

 

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 Pyramis® Multi-Strategy Fund Review (unaudited)

(formerly AZL® MVP Franklin Templeton Founding Strategy Plus Fund)

 

Allianz Investment Management LLC serves as the Manager for the AZL® MVP Pyramis® Multi-Strategy Fund.

 

What factors affected the Fund’s performance for year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® MVP Pyramis® Multi-Strategy Fund (the “Fund”) returned 0.82%. That compared to a 11.96%, 2.65% and a 6.35% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Balanced Composite Index1, respectively.

The Fund currently invests in one underlying fund, the AZL® Pyramis® Multi-Strategy Fund. Approximately 60% of the underlying fund’s assets are managed by its subadviser, FIAM LLC, investing primarily in investment-grade fixed-income securities, and approximately 40% of the underlying fund’s assets will be managed by its subadviser, Geode Capital Management, LLC, investing in primarily in large-cap common stocks.

The global economy grew moderately during the 12-month period, despite slower growth in some countries. Domestic equities tumbled early in the period amid investor concerns over a slowing Chinese economy and falling commodity prices. Stocks rebounded as China’s central bank announced stimulus measures and the U.S. Federal Reserve adopted a cautious tone on interest rates. The U.K.’s Brexit roiled stock markets in June, but equities recovered quickly. Stocks also dipped before the U.S. presidential election but rallied after the election of Donald Trump. Most major bond sectors rose during the period.

Bonds performed well in the first half of the period, due in large part to a decline in interest rates, an improvement in commodity prices, an accommodative monetary policy and mostly stable U.S. economic conditions. The second half of the year proved more challenging for bonds as interest rates moved higher and inflation expectations rose.

The Fund’s returns were helped by exposure in its underlying funds to fixed income assets, particularly among high-yield corporate bonds and exposure to corporate credits in the energy and communications sectors. The Fund also benefited from investments by its underlying funds in a California-based information technology company, a New Jersey-based global pharmaceutical company and a U.K.-based global tobacco company. Stock selection by an underlying fund in the materials and industrials sectors, as well as stock selection in the energy sector, also benefited relative results. However, individual fixed income securities of several oil and gas companies detracted from Fund results during this period. The Fund was also hurt by stock selection in the health care and financials sectors.*

 

The Fund’s underlying fund used derivatives during the period, including FX forward contracts to manage foreign currency exposures, and interest rate swaps to hedge against duration and yield curve risks. The fund benefited from many currency positions during the period, including those held through FX forwards. However, select currency positions dragged on relative results, such as underweighted positions in the Japanese yen, the euro and the Australian dollar.*

The Fund’s relative performance benefited from exposure to Treasury inflation-protected securities, as well from an underweight position in mortgage-backed securities. The Fund also benefited from stock selection in the health care sector and the financials sector, particularly among large banks. The choice of stocks in the energy sector dragged on relative results. The Fund employed S&P 500 Index futures, which had no material impact on performance.*

The MVP risk management process, which includes the use of derivatives, worked as intended during the period under review and largely maintained a neutral equity allocation for most of the year relative to its target. There were two periods of volatility in 2016 during which the MVP process reduced the Fund’s equity exposure. Global growth concerns led to increased volatility at the start of the year, and volatility returned in mid-2016 as markets grappled with the U.K.’s vote to exit the European Union. In both instances, markets quickly recovered, and the MVP risk management process ultimately dragged on relative performance.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
 

 

1


AZL® MVP Pyramis® Multi-Strategy Fund Review (unaudited)

 

Fund Objective

The Fund’s investment objective is to seek a high level of current income while maintaining prospects for 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 primarily in shares of another mutual fund managed by the manager, the AZL® Pyramis® Multi-Strategy 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.

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

Mortgage-backed investments involve risk of loss due to prepayments and, like any bond, due to default. Because of the sensitivity of mortgage-related securities to changes in interest rates, the Fund’s performance may be more volatile than if it did not hold these securities.

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.

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

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, 2016

 

                 Since  
     1     3     Inception  
     Year     Year     (4/30/12)  

AZL® MVP Pyramis® Multi-Strategy Fund

     0.82 %      -1.09 %      4.31 % 

S&P 500 Index

     11.96 %      8.87 %      13.03 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      3.03 %      2.09 % 

Balanced Composite Index

     6.35 %      5.41 %      6.47 % 

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

 

Expense Ratio

   Gross  

AZL® MVP Pyramis Multi-Strategy Fund

     0.83 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 0.15%.

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 the Standard & Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Balanced Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (40%) S&P 500 and (60%) Bloomberg Barclays U.S. Aggregate Bond Index. 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 Pyramis Multi-Strategy Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP Pyramis Multi-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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 -  12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 -  12/31/16

AZL MVP Pyramis Multi-Strategy Fund

    $ 1,000.00        $ 1,024.50        $ 0.66          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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 -  12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 -  12/31/16

AZL MVP Pyramis Multi-Strategy Fund

    $ 1,000.00        $ 1,024.48        $ 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 184/366 (to reflect the one half year period).

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Balanced

      95.1 %
   

 

 

 

Total Investment Securities

      95.1

Net other assets (liabilities)

      4.9
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP Pyramis Multi-Strategy Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares            Fair Value  
 

Affiliated Investment Company (95.1%):

  
  21,961,877      AZL Pyramis Multi-Strategy Fund    $ 272,986,136  
     

 

 

 
 

Total Affiliated Investment Company (Cost $282,917,627)

     272,986,136  
     

 

 

 
 

Total Investment Securities (Cost $282,917,627)(a) — 95.1%

     272,986,136  
 

Net other assets (liabilities) — 4.9%

     14,169,536  
     

 

 

 
 

Net Assets — 100.0%

   $ 287,155,672  
     

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

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

Futures Contracts

Cash of $14,393,395 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

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

S&P 500 Index E-Mini March Futures

     Long        3/17/17        51      $ 5,702,310      $ 11,309  

U.S. Treasury 10-Year Note March Futures

     Long        3/22/17        69        8,575,406        (51,978 ) 
              

 

 

 

Total

               $ (40,669 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP Pyramis Multi-Strategy Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in affiliates, at cost

     $ 282,917,627
    

 

 

 

Investments in affiliates, at value

     $ 272,986,136

Segregated cash for collateral

       14,393,395

Interest and dividends receivable

       4

Receivable for affiliated investments sold

       44,944

Prepaid expenses

       1,541
    

 

 

 

Total Assets

       287,426,020
    

 

 

 

Liabilities:

    

Cash overdraft

       44,908

Payable for capital shares redeemed

       173,339

Payable for variation margin on futures contracts

       9,519

Manager fees payable

       24,422

Administration fees payable

       4,685

Custodian fees payable

       1,076

Administrative and compliance services fees payable

       810

Trustee fees payable

       615

Other accrued liabilities

       10,974
    

 

 

 

Total Liabilities

       270,348
    

 

 

 

Net Assets

     $ 287,155,672
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 310,825,876

Accumulated net investment income/(loss)

       3,716,470

Accumulated net realized gains/(losses) from investment transactions

       (17,414,514 )

Net unrealized appreciation/(depreciation) on investments

       (9,972,160 )
    

 

 

 

Net Assets

     $ 287,155,672
    

 

 

 

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

       26,602,341

Net Asset Value (offering and redemption price per share)

     $ 10.79
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 4,109,665

Dividends

       1,661
    

 

 

 

Total Investment Income

       4,111,326
    

 

 

 

Expenses:

    

Manager fees

       297,017

Administration fees

       52,729

Custodian fees

       1,678

Administrative and compliance services fees

       4,168

Trustee fees

       14,058

Professional fees

       10,340

Shareholder reports

       8,603

Recoupment of prior expenses reimbursed by the manager

       51

Other expenses

       6,192
    

 

 

 

Total expenses

       394,836
    

 

 

 

Net Investment Income/(Loss)

       3,716,490
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       (6,544,419 )

Net realized gains distributions from affiliated underlying funds

       5,087,086

Net realized gains/(losses) on futures contracts

       (15,311,651 )

Change in net unrealized appreciation/depreciation on investments

       15,404,491
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       (1,364,493 )
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 2,351,997
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP Pyramis Multi-Strategy Fund
      For the
Year Ended
December 31,
2016
   For the
Year Ended
December 31,
2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 3,716,490      $ 11,849,982

Net realized gains/(losses) on investment transactions

       (16,768,984 )        4,302,154

Change in unrealized appreciation/depreciation on investments

       15,404,491        (36,121,291 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       2,351,997        (19,969,155 )
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (11,849,955 )        (4,497,810 )

From net realized gains

       (4,637,599 )        (5,307,311 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (16,487,554 )        (9,805,121 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       11,951,865        44,569,516

Proceeds from dividends reinvested

       16,487,554        9,805,121

Value of shares redeemed

       (34,816,037 )        (14,123,192 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       (6,376,618 )        40,251,445
    

 

 

      

 

 

 

Change in net assets

       (20,512,175 )        10,477,169

Net Assets:

         

Beginning of period

       307,667,847        297,190,678
    

 

 

      

 

 

 

End of period

     $ 287,155,672      $ 307,667,847
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 3,716,470      $ 11,849,948
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       1,091,028        3,651,994

Dividends reinvested

       1,551,040        857,841

Shares redeemed

       (3,194,431 )        (1,143,789 )
    

 

 

      

 

 

 

Change in shares

       (552,363 )        3,366,046
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP Pyramis Multi-Strategy Fund

Financial Highlights

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

 

     Year Ended December 31,   April 27, 2012
to
December 31,
2012  (a)
      2016   2015   2014   2013  

Net Asset Value, Beginning of Period

     $ 11.33     $ 12.49     $ 12.39     $ 10.52     $ 10.00
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment Activities:

                    

Net Investment Income/(Loss)

       0.15       0.43       0.12       0.12       0.13

Net Realized and Unrealized Gains/(Losses) on Investments

       (0.07 )       (1.20 )       0.17       1.75       0.56
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from Investment Activities

       0.08       (0.77 )       0.29       1.87       0.69
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends to Shareholders From:

                    

Net Investment Income

       (0.45 )       (0.18 )       (0.11 )       —       (0.13 )

Net Realized Gains

       (0.17 )       (0.21 )       (0.08 )       — (b)       (0.04 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Dividends

       (0.62 )       (0.39 )       (0.19 )       — (b)       (0.17 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value, End of Period

     $ 10.79     $ 11.33     $ 12.49     $ 12.39     $ 10.52
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Return(c)

       0.82 %       (6.21 )%       2.33 %       17.79 %       6.87 %(d)

Ratios to Average Net Assets/Supplemental Data:

                    

Net Assets, End of Period (000’s)

     $ 287,156     $ 307,668     $ 297,191     $ 204,518     $ 44,647

Net Investment Income/(Loss)(e)

       1.25 %       3.85 %       1.42 %       1.75 %       3.46 %

Expenses Before Reductions*(e)(f)

       0.13 %       0.15 %       0.15 %       0.17 %       0.48 %

Expenses Net of Reductions*(e)

       0.13 %       0.15 %       0.15 %       0.15 %       0.15 %

Portfolio Turnover Rate

       4 %       4 %       4 %       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 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.

 

See accompanying notes to the financial statements.

 

7


AZL MVP Pyramis Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP Pyramis Multi-Strategy Fund (formerly, AZL MVP Franklin Templeton Founding Strategy Plus Fund) (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 Pyramis Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $14.3 million as of December 31, 2016. The monthly average notional amount for these contracts was $37.8 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

       
Equity Contracts   Receivable for variation margin on futures contracts   $ 11,309     Payable for variation margin on futures contracts   $ —  

Interest Rate Risk Exposure

       
Interest Rate Contracts       —         51,978  

 

* 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, 2016:

 

Primary Risk Exposure   Location of Gains/(Losses)
on Derivatives
Recognized in Income
   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/Depreciation on
Derivatives  Recognized
 

Equity Risk Exposure

       
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ (15,205,503 )     $ 2,248  

Interest Rate Risk Exposure

     
Interest Rate Contracts        (106,148 )       (23,495 ) 

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP Pyramis Multi-Strategy 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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP Pyramis Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL Pyramis Multi-Strategy Fund

     $ 292,302,682      $ 10,542,515      $ (38,740,380 )      $ 272,986,136      $ 4,109,665
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 292,302,682      $ 10,542,515      $ (38,740,380 )      $ 272,986,136      $ 4,109,665
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $3,062 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 $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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, 2016, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


AZL MVP Pyramis Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The following is a summary of the valuation inputs used as of December 31, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total
                      

Affiliated Investment Company

       $ 272,986,136        $ —        $ 272,986,136
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         272,986,136          —          272,986,136
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (40,669 )          —          (40,669 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 272,945,467        $ —        $ 272,945,467
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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 Pyramis Multi-Strategy Fund

       $ 10,542,515        $ 38,740,380

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $285,125,788. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ —  

Unrealized (depreciation)

    (12,139,652 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ (12,139,652 ) 
 

 

 

 

As of the end of its tax year ended December 31, 2016, the Fund has capital loss carry forwards (“CLCFs”) as summarized in the table 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 not subject to expiration:

        Short Term
Amount
     Long Term
Amount
     Total
Amount

AZL MVP Pyramis Multi-Strategy Fund

       $ 6,129,994        $ 9,117,028        $ 15,247,022

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP Pyramis Multi-Strategy Fund

       $ 11,849,968        $ 4,637,586        $ 16,487,554

 

(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 Pyramis Multi-Strategy Fund

Notes to the Financial Statements

December 31, 2016

 

The tax character of dividends paid to shareholders during the year ended December 31, 2015 were as follows:

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

AZL MVP Pyramis Multi-Strategy Fund

       $ 5,014,758        $ 4,790,363        $ 9,805,121

 

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

At December 31, 2016, 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 Pyramis Multi-Strategy Fund

       $ 3,716,470        $ —        $ (15,247,022 )        $ (12,139,652 )        $ (23,670,204 )

 

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

8. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

9. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 Pyramis Multi-Strategy Fund (formerly, 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, 2016, 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 or 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, 2016, by correspondence with brokers and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AZL MVP Pyramis Multi-Strategy Fund as of December 31, 2016, 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 or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 19.89% 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, 2016, the Fund declared net long-term capital gain distributions of $4,637,586.

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Fund of Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

(formerly AZL® MVP T. Rowe Price Capital Appreciation Fund)

Annual Report

December 31, 2016

 

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 T. Rowe Price Capital Appreciation Plus Fund (unaudited)

(formerly AZL® MVP T. Rowe Price Capital Appreciation Fund)

 

Allianz Investment Management LLC serves as the Manager for the AZL® MVP T. Rowe Price Capital Appreciation Plus Fund.

What factors affected the Fund’s performance during the year ended December 31, 2016?

For the year ended December 31, 2016, the AZL® MVP T. Rowe Price Capital Appreciation Plus Fund (the “Fund”) returned 7.62%. That compared to a 11.96%, 2.65% and a 8.21% total return for its benchmarks, the S&P 500 Index1, the Bloomberg Barclays U.S. Aggregate Bond Index1, and the Balanced Composite Index1, respectively.

The Fund is a fund of funds that invests primarily in a combination of three underlying mutual funds (the “Underlying Funds”), which are managed by the Manager. The Fund is designed to provide a diversified portfolio consisting of Underlying Funds in equity and fixed income asset classes, combined with the MVP (Managed Volatility Portfolio) risk management process 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 ended December 31, 2016 included strong returns for equities and several political surprises that impacted financial markets. The S&P 500 Index had a poor start to the year, driven by fears of a global economic slowdown, especially in China, and a collapse in oil prices. Stocks recovered in February and rose through late June as investor outlook improved. A brief but intense sell-off followed the U.K.’s unexpected vote in favor of leaving the European Union on June 23, but stocks quickly resumed their upward trajectory on expectations that global central banks would provide additional monetary policy.

After trading mostly flat in the weeks leading up to the November 8 U.S. election, stocks rallied strongly on a surprise presidential victory by Donald Trump. Investors drove share prices higher in anticipation of a more accommodating regulatory environment and fiscal stimulus such as tax cuts and increased infrastructure spending. Most sectors gained ground during the annual period, with energy, telecommunication services and financials leading. Health care and consumer staples were the main laggards.

The equity portion of the Fund strongly outperformed through the first three quarters of the year, driven by holdings in high quality names with durable growth and defensive characteristics. Weak performance in the final quarter, driven by the surprise election results, offset most of those gains. The postelection rally drove investors out of defensive areas of the market and into cyclical and lower-quality areas. The Fund maintained a cautious position in its portfolio holdings given relatively high valuations and a persistent uncertainty regarding the new administration’s policies. We maintained an overweight exposure to health care companies and added to the Fund’s position in consumer staples throughout the year under review.*

 

Stock selection decisions in the health care and consumer discretionary sectors contributed positively to the Fund’s performance relative to its equity benchmark, the S&P 500 Index. Stock selection in the information technology sector and an overweight position to consumer staples detracted from relative performance, however.*

The Fund’s above-benchmark exposure to high-yield securities within its fixed income holdings added to performance relative to its fixed income benchmark. The portfolio’s short duration securities also helped relative results later in the year as interest rates moved higher.*

The Fund maintained significant exposure to covered call options—this derivative provided downside protection for the portfolio while offering the benefits of owning a stock as long as the stock remains below the option strike price. These benefits included dividends and capital appreciation. The Fund held equity options throughout the period while equity rights were held periodically. Both options and rights were held at the end of the annual period.*

The MVP risk management process, which involves the use of derivatives, worked as intended and largely maintained a neutral equity allocation for most of the year relative to its target. In early 2016, concerns about global growth led to increased volatility, and the MVP reduced the Fund’s equity exposure. Equity markets quickly recovered, however, and the MVP risk management process dragged on relative performance.*

 

 

Past performance does not guarantee future results.

 

* The Fund’s portfolio composition is subject to change. There is no guarantee that any sectors mentioned will continue to perform well or that securities in such sectors will be held by the Fund in the future. The information contained in this commentary is for informational purposes only and should not be construed as a recommendation to purchase or sell securities in the sector mentioned. The Fund’s holdings and weightings are as of December 31, 2016.
1  For a complete description of the Fund’s performance benchmarks please refer to page 2 of this report.
 

 

1


AZL® MVP T. Rowe Price Capital Appreciation Plus Fund (unaudited)

 

Fund Objective

The Fund’s investment objective is to seek long-term capital appreciation with preservation of capital as an important intermediate-term objective. This objective may be changed by the Trustees of the Fund without shareholder approval. The Fund seeks to achieve its objective by investing in a combination of Index Strategy 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.

Emerging market investing may be subject to additional economic, political, liquidity, and currency risks not associated with more developed countries.

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.

Value-based investments are subject to the risk that the broad market may not recognize their intrinsic value.

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

Investing in a single industry or sector, or concentrating investments in a limited number of industries or sectors, tends to increase the risk that economic, political, or regulatory developments affecting certain industries or sectors will have a large impact on the value of the portfolio.

High-yield bonds have a higher risk of default or other adverse credit events, but have the potential to pay higher earnings over investment-grade bonds. The higher risk of default, or the inability of the creditor to repay its debt, is the primary reason for the higher interest rates on high-yield bonds.

Debt securities held by the Fund may decline in value due to rising interest rates. Interest rates in the U.S. are at, or near, historic lows, which may increase the Fund’s exposure to risks related to rising rates.

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

 

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 benchmarks as well as the 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, 2016

 

           Since  
     1     Inception  
     Year     (1/10/14)  

AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

     7.62 %      7.69 % 

S&P 500 Index

     11.96 %      9.06 % 

Bloomberg Barclays U.S. Aggregate Bond Index

     2.65 %      2.81 % 

Balanced Composite Index

     8.21 %      6.60 % 

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

 

Expense Ratio

   Gross  

AZL® MVP T. Rowe Price Capital Appreciation Plus Fund

     0.91 % 

The above expense ratio is based on the current Fund prospectus dated April 25, 2016, as supplemented October 14, 2016. 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, 2018. Additional information pertaining to the December 31, 2016 expense ratios can be found in the financial highlights.

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 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 0.13%.

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 the Standard and Poor’s 500 Index (“S&P 500”), the Bloomberg Barclays U.S. Aggregate Bond Index and the Balanced Composite Index (“Composite”). 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 Bloomberg 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. The Composite is a blended index comprised of (60%) of the S&P 500 and (40%) of the Bloomberg Barclays U.S. Aggregate Bond Index. 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 T. Rowe Price Capital Appreciation Plus Fund

Expense Examples

(Unaudited)

 

As a shareholder of the AZL MVP T. Rowe Price Capital Appreciation 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
7/1/16
     Ending
Account Value
12/31/16
     Expenses Paid
During Period
7/1/16 - 12/31/16*
     Annualized
Expense Ratio
During Period
7/1/16 - 12/31/16

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

    $ 1,000.00        $ 1,029.80        $ 0.61          0.12 %

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

 

    

Beginning

Account Value
7/1/16

    

Ending

Account Value
12/31/16

    

Expenses Paid

During Period

7/1/16 - 12/31/16*

    

Annualized

Expense Ratio

During Period

7/1/16 - 12/31/16

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

    $ 1,000.00        $ 1,024.53        $ 0.61          0.12 %

 

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

Portfolio Composition

(Unaudited)

 

Investments   Percent of Net Assets

Domestic Equities

      77.0 %

Fixed Income

      18.0

Money Market

      0.1
   

 

 

 

Total Investment Securities

      95.1

Net other assets (liabilities)

      4.9
   

 

 

 

Net Assets

      100.0 %
   

 

 

 

 

3


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Schedule of Portfolio Investments

December 31, 2016

 

Shares    Fair Value  
 

Affiliated Investment Companies (95.0%):

 
  15,145,165      AZL Enhanced Bond Index Fund    $ 161,598,910  
  17,434,629      AZL S&P 500 Index Fund, Class 2      245,130,882  
  27,179,714      AZL T. Rowe Price Capital Appreciation Fund      447,921,695  
     

 

 

 
 

Total Affiliated Investment Companies (Cost $831,020,962)

     854,651,487  
  

 

 

 
 

Unaffiliated Investment Company (0.1%):

 
  934,933      Dreyfus Treasury Prime Cash Management Fund, Institutional Shares, 0.31%(a)      934,933  
     

 

 

 
 

Total Unaffiliated Investment Company (Cost $934,933)

     934,933  
  

 

 

 
 

Total Investment Securities (Cost $831,955,895)(b) — 95.1%

     855,586,420  
 

Net other assets (liabilities) — 4.9%

     44,129,584  
  

 

 

 
 

Net Assets — 100.0%

   $ 899,716,004  
  

 

 

 

Percentages indicated are based on net assets as of December 31, 2016.

 

(a) The rate represents the effective yield at December 31, 2016.

 

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

Futures Contracts

Cash of $45,038,093 has been segregated to cover margin requirements for the following open contracts as of December 31, 2016:

 

Description    Type      Expiration
Date
     Number of
Contracts
     Notional
Value
    

Unrealized

Appreciation/
(Depreciation)

 

S&P 500 Index E-Mini March Futures

     Long        3/17/17        240      $ 26,834,400      $ 52,628  

U.S. Treasury 10-Year Note March Futures

     Long        3/22/17        145        18,020,781        (106,808 ) 
              

 

 

 

Total

               $ (54,180 ) 
              

 

 

 

 

See accompanying notes to the financial statements.

 

4


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

 

Statement of Assets and Liabilities

December 31, 2016

 

Assets:

    

Investments in non-affiliates, at cost

     $ 934,933

Investments in affiliates, at cost

       831,020,962
    

 

 

 

Total Investment securities, at cost

     $ 831,955,895
    

 

 

 

Investments in non-affiliates, at value

     $ 934,933

Investments in affiliates, at value

       854,651,487
    

 

 

 

Total Investment securities, at value

     $ 855,586,420

Cash

       3,886

Segregated cash for collateral

       45,038,093

Interest and dividends receivable

       221

Receivable for capital shares issued

       96,894

Prepaid expenses

       4,643
    

 

 

 

Total Assets

       900,730,157
    

 

 

 

Liabilities:

    

Payable for affiliated investments purchased

       778,728

Payable for capital shares redeemed

       120,905

Manager fees payable

       75,628

Administration fees payable

       5,064

Custodian fees payable

       1,070

Administrative and compliance services fees payable

       2,558

Trustee fees payable

       1,943

Other accrued liabilities

       28,257
    

 

 

 

Total Liabilities

       1,014,153
    

 

 

 

Net Assets

     $ 899,716,004
    

 

 

 

Net Assets Consist of:

    

Capital

     $ 845,900,984

Accumulated net investment income/(loss)

       12,492,263

Accumulated net realized gains/(losses) from investment transactions

       17,746,412

Net unrealized appreciation/(depreciation) on investments

       23,576,345
    

 

 

 

Net Assets

     $ 899,716,004
    

 

 

 

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

       78,434,420

Net Asset Value (offering and redemption price per share)

     $ 11.47
    

 

 

 

Statement of Operations

For the Year Ended December 31, 2016

 

Investment Income:

    

Dividends from affiliates

     $ 5,730,427

Dividends

       11,896
    

 

 

 

Total Investment Income

       5,742,323
    

 

 

 

Expenses:

    

Manager fees

       785,607

Administration fees

       56,828

Custodian fees

       1,968

Administrative and compliance services fees

       12,743

Trustee fees

       43,475

Professional fees

       34,942

Shareholder reports

       20,554

Other expenses

       15,372
    

 

 

 

Total expenses

       971,489
    

 

 

 

Net Investment Income/(Loss)

       4,770,834
    

 

 

 

Realized and Unrealized Gains/(Losses) on Investments:

    

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

       (6,270,993 )

Net realized gains distributions from affiliated underlying funds

       31,696,004

Net realized gains/(losses) on futures contracts

       132,178

Change in net unrealized appreciation/depreciation on investments

       28,194,103
    

 

 

 

Net Realized/Unrealized Gains/(Losses) on Investments

       53,751,292
    

 

 

 

Change in Net Assets Resulting From Operations

     $ 58,522,126
    

 

 

 
 

 

See accompanying notes to the financial statements.

 

5


Statements of Changes in Net Assets

 

     AZL MVP T. Rowe Price Capital Appreciation Plus Fund
     

For the

Year Ended

December 31,
2016

  

For the

Year Ended

December 31,
2015

Change In Net Assets:

         

Operations:

         

Net investment income/(loss)

     $ 4,770,834      $ 2,428,351

Net realized gains/(losses) on investment transactions

       25,557,189        14,694,243

Change in unrealized appreciation/depreciation on investments

       28,194,103        (2,256,692 )
    

 

 

      

 

 

 

Change in net assets resulting from operations

       58,522,126        14,865,902
    

 

 

      

 

 

 

Distributions to Shareholders:

         

From net investment income

       (12,329,148 )        —

From net realized gains

       (4,719,453 )        (201,795 )
    

 

 

      

 

 

 

Change in net assets resulting from distributions to shareholders

       (17,048,601 )        (201,795 )
    

 

 

      

 

 

 

Capital Transactions:

         

Proceeds from shares issued

       194,423,422        370,902,066

Proceeds from dividends reinvested

       17,048,601        201,795

Value of shares redeemed

       (17,628,201 )        (10,212,396 )
    

 

 

      

 

 

 

Change in net assets resulting from capital transactions

       193,843,822        360,891,465
    

 

 

      

 

 

 

Change in net assets

       235,317,347        375,555,572

Net Assets:

         

Beginning of period

       664,398,657        288,843,085
    

 

 

      

 

 

 

End of period

     $ 899,716,004      $ 664,398,657
    

 

 

      

 

 

 

Accumulated net investment income/(loss)

     $ 12,492,263      $ 12,329,140
    

 

 

      

 

 

 

Share Transactions:

         

Shares issued

       17,453,257        34,364,341

Dividends reinvested

       1,516,780        19,001

Shares redeemed

       (1,590,113 )        (957,157 )
    

 

 

      

 

 

 

Change in shares

       17,379,924        33,426,185
    

 

 

      

 

 

 

 

See accompanying notes to the financial statements.

 

6


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Financial Highlights

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

 

    

 

  

Year Ended December 31,

   January 10, 2014
to

December 31,
2014 (a)
            2016   2015   

Net Asset Value, Beginning of Period

          $ 10.88     $ 10.45      $ 10.00
         

 

 

     

 

 

      

 

 

 

Investment Activities:

                  

Net Investment Income/(Loss)

            0.03       0.04        0.01

Net Realized and Unrealized Gains/(Losses) on Investments

            0.79       0.39        1.11
         

 

 

     

 

 

      

 

 

 

Total from Investment Activities

            0.82       0.43        1.12
         

 

 

     

 

 

      

 

 

 

Dividends to Shareholders From:

                  

Net Investment Income

            (0.17 )       —        (0.01 )

Net Realized Gains

            (0.06 )       — (b)        (0.66 )
         

 

 

     

 

 

      

 

 

 

Total Dividends

            (0.23 )       — (b)        (0.67 )
         

 

 

     

 

 

      

 

 

 

Net Asset Value, End of Period

          $ 11.47     $ 10.88      $ 10.45
         

 

 

     

 

 

      

 

 

 

Total Return(c)

            7.62 %       4.15 %        11.19 %(d)

Ratios to Average Net Assets/Supplemental Data:

                  

Net Assets, End of Period (000’s)

          $ 899,716     $ 664,399      $ 288,843

Net Investment Income/(Loss)(e)

            0.61 %       0.49 %        0.26 %

Expenses Before Reductions*(e)(f)

            0.12 %       0.13 %        0.14 %

Expenses Net of Reductions*(e)

            0.12 %       0.13 %        0.14 %

Portfolio Turnover Rate(g)

            52 %       1 %        1 %(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 T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2016

 

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”) and thus is determined to be an investment company, and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services - Investment Companies. The Trust consists of 12 separate investment portfolios (collectively, the “Funds”), of which one is included in this report, the AZL MVP T. Rowe Price Capital Appreciation Plus Fund (formerly, AZL MVP T. Rowe Price Capital Appreciation Fund) (the “Fund”), and 11 are presented in separate reports.

The Fund is a “fund of funds,” which means that the Fund invests primarily in other mutual funds. Underlying Funds invest in stock, bonds, and other securities and reflect varying amounts of potential investment risk and reward. The Underlying Funds record their investments at fair value. 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. Currently, the Fund only offers its shares to separate accounts of Allianz Life Insurance Company of North America and Allianz Life Insurance Company of New York, affiliates of the Trust and the Manager, as defined below.

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.

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) 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 T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2016

 

Futures Contracts

During the year ended December 31, 2016, 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 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 $44.9 million as of December 31, 2016. The monthly average notional amount for these contracts was $40.2 million for the year ended December 31, 2016. 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, 2016:

 

   

Asset Derivative

   

Liability Derivative

 
Primary Risk Exposure   Statement of Assets and Liabilities Location   Total Fair
Value*
    Statement of Assets and Liabilities Location   Total Fair
Value*
 

Equity Risk Exposure

       
Equity Contracts   Receivable for variation margin on futures contracts   $ 52,628     Payable for variation margin on futures contracts   $ —  

Interest Rate Risk Exposure

       
Interest Rate Contracts       —         106,808  

 

* 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, 2016:

 

Primary Risk Exposure  

Location of Gains/(Losses)

on Derivatives

Recognized in Income

   Realized Gains/(Losses)
on Derivatives
Recognized
     Change in Net Unrealized
Appreciation/ Depreciation on
Derivatives Recognized
 

Equity Risk Exposure

     
Equity Contracts   Net Realized gains/(losses) on futures contracts/Change in unrealized appreciation/depreciation on investments    $ 216,349      $ 33,710  

Interest Rate Risk Exposure

     
Interest Rate Contracts        (84,171 )       (48,505 ) 

3. Fees and Transactions with Affiliates and Other Parties

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, acquired fund fees and expenses, 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, 2018. Expenses incurred for investment advisory and management services are reflected on the Statement of Operations as “Manager fees.”

For the year ended December 31, 2016, the annual rate due to the Manager and the annual expense limit were as follows:

 

        Annual Rate      Annual Expense Limit

AZL MVP T. Rowe Price Capital Appreciation 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, 2016, 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 year ended December 31, 2016, there were no voluntary waivers.

 

9


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2016

 

The Manager or an affiliate of the Manager serves as the investment adviser of certain underlying funds in which the Fund invests and is paid a separate fee from the underlying funds for such services. At December 31, 2016, these underlying funds are noted as Affiliated Investment Companies in the Fund’s Schedule of Portfolio Investments. A summary of the Fund’s investments in affiliated investment companies for the year ended December 31, 2016 is as follows:

 

      Fair Value
12/31/15
   Purchases
at Cost
   Proceeds from
Sales
   Fair Value
12/31/16
   Dividend
Income

AZL T. Rowe Price Capital Appreciation Fund

     $ 630,242,972      $ 187,336,118      $ (381,990,178 )      $ 447,921,695      $ 5,730,427

AZL Enhanced Bond Index Fund

       —        166,558,732        (1,550,205 )        161,598,910        —

AZL S&P 500 Index Fund, Class 2

       —        233,297,240        (1,181,096 )        245,130,882        —
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 630,242,972      $ 587,192,090      $ (384,721,479 )      $ 854,651,487      $ 5,730,427
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

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 $100 per hour for time incurred in connection with the preparation and filing of certain documents with the Securities and Exchange Commission (“SEC” or the “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 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. The Administrator is entitled to an annual fee for each additional class of shares of any Fund, certain annual fees in supporting fair values services, and a Trust-wide annual fee for providing infrastructure and support in implementing the written policies and procedures comprising the Fund’s compliance program. 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.”

Fidelity National Information Services, Inc. (“FIS”) (formerly, SunGard Investor Services LLC) serves as the Fund’s transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) serves as the Trust’s custodian and securities lending agent. For these services as custodian, the Funds pay BNY Mellon a fee based on a percentage of assets held on behalf of the Funds, plus certain out-of-pocket charges.

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 Senior Counsel. During the year ended December 31, 2016, $7,757 was paid from the Fund relating to these fees and expenses.

Certain Officers and Trustees of the Trust are affiliated with the Manager or the Administrator. Such Officers (except for the Trust’s CCO as noted above) and Trustees receive no compensation from the Trust for serving in their respective roles. For their service to the Trust and to the Allianz Variable Insurance Products Trust, each non-interested Trustee receives a $170,000 annual Board retainer; the Lead Director receives an additional $42,500 annually and the Chair of the Nominating and Corporate Governance Committee receives an additional $25,500 annually. 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, 2016, actual Trustee compensation was $1,258,000 in total for both trusts.

4. Investment Valuation Summary

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

 

  ●  

Level 1 — quoted prices in active markets for identical assets

  ●  

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

  ●  

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Fund determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

Investments in other investment companies are valued at their published net asset value (“NAV”). Security prices are generally provided by an independent third party pricing service approved by the Trust’s Board of Trustees (the “Board” or “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, 2016, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

 

10


AZL MVP T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2016

 

The following is a summary of the valuation inputs used as of December 31, 2016 in valuing the Fund’s investments based upon the three levels defined above:

 

Investment Securities:      Level 1      Level 2      Total

Affiliated Investment Company

       $ 854,651,487        $ —        $ 854,651,487

Unaffiliated Investment Company

         934,933          —          934,933
      

 

 

        

 

 

        

 

 

 

Total Investment Securities

         855,586,420          —          855,586,420
      

 

 

        

 

 

        

 

 

 

Other Financial Instruments:*

                    

Futures Contracts

         (54,180 )          —          (54,180 )
      

 

 

        

 

 

        

 

 

 

Total Investments

       $ 855,532,240        $ —        $ 855,532,240
      

 

 

        

 

 

        

 

 

 

 

* 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, 2016, 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 T. Rowe Price Capital Appreciation Plus Fund

       $ 587,192,090        $ 384,721,479

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 policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined under Subchapter M of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provisions for federal income taxes are required in the financial statements.

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 of securities for federal income tax purposes at December 31, 2016 is $832,692,005. The gross unrealized appreciation/(depreciation) on a tax basis is as follows:

 

Unrealized appreciation

  $ 27,027,803  

Unrealized (depreciation)

    (4,133,388 ) 
 

 

 

 

Net unrealized appreciation/(depreciation)

  $ 22,894,415  
 

 

 

 

The tax character of dividends paid to shareholders during the year ended December 31, 2016 were as follows:

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

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

       $ 12,329,149        $ 4,719,452        $ 17,048,601

 

(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, 2015 were as follows:

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

AZL MVP T. Rowe Price Capital Appreciation Plus Fund

       $ 79,958        $ 121,837        $ 201,795

(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 T. Rowe Price Capital Appreciation Plus Fund

Notes to the Financial Statements

December 31, 2016

 

At December 31, 2016, 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 T. Rowe Price Capital Appreciation Plus Fund

       $ 12,552,188        $ 18,368,417        $ —        $ 22,894,415        $ 53,815,020

 

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

8. Investment Company Reporting Modernization

In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the “Rules”). The Rules which introduce two new regulatory reporting forms for investment companies - Form N-PORT and Form N-CEN - also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the fund’s financial statements. The adoption will have no effect on the Funds’ net assets or results of operations.

9. Subsequent Events

Management of the Fund has evaluated the need for additional disclosures or adjustments resulting from events through the date the financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have material impact on the Fund’s financial statements.

 

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 T. Rowe Price Capital Appreciation Plus Fund (formerly, AZL MVP T. Rowe Price Capital Appreciation Fund) (the “Fund”) of the Allianz Variable Insurance Products Fund of Funds Trust, including the schedule of portfolio investments, as of December 31, 2016, 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 or periods in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian, brokers, and transfer agents of the underlying funds. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 AZL MVP T. Rowe Price Capital Appreciation Plus Fund as of December 31, 2016, 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 or periods in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Columbus, Ohio

February 24, 2017

 

13


Other Federal Income Tax Information (Unaudited)

For the year ended December 31, 2016, 19.53% 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, 2016, the Fund declared net long-term capital gain distributions of $4,719,452.

 

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 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, 2018.

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

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

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

The Board also considered the compensation and benefits received by the Manager. This includes fees received for services provided to a Fund by employees of the Manager or of affiliates of the Manager and research services received by the Manager from brokers that execute Fund trades, as well as advisory fees. The Board considered the fact that: (1) the Manager and the Trust are parties to an Administrative Service Agreement and Compliance Services 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 2016. Information relevant to the approval of such Agreement was considered at a telephonic Board of Trustees meeting on October 19, 2016, and at an “in person” Board of Trustees meeting held October 25, 2016. The Agreement was approved at the Board meeting of October 25, 2016. At such meeting the Board also approved an Expense Limitation Agreement between the Manager and the Trust for the period ending April 30, 2018. 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 been continuously 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 2016 contract review process, Trustees received extensive information on the performance results of each of the Funds. This included, for example, performance 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. This included Lipper performance information on all of the Funds for the previous quarter, and previous one, three and five year periods, to the extent the Funds were in existence for such periods. For example, in connection with the Board of Trustees meeting held October 25, 2016, the Manager reported that for the three year period ended June 30, 2016, for the 10 Funds for which three year performance information was available, five Funds were in the top 40% and five Funds were in the bottom 40%. For the 12 Funds for which one year performance information was available, for the one year period ended June 30, 2016, three Funds were in the top 40%, five Funds were in the middle 20%, and four Funds were in the bottom 40%. The Manager also reported that for the five Funds for which five year performance information was available, for the five year period ended June 30, 2016, three were in the top 40% and two were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016 the Manager reported upon the performance of the MVP Funds compared to custom managed volatility peer groups. For the eight Funds for which three year performance information was available, for the three year period ended June 30, 2016, five Funds were in the top 40%, one Fund was in the middle 20%, and two were in the bottom 40%. For the ten Funds for which one year performance was available, for the one year period ended June 30, 2016, four Funds were in the top 40%, three were in the middle 20%, and three were in the bottom 40%.

At the Board of Trustees meeting held October 25, 2016, 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 three MVP Fusion Funds the advisory fee paid put these Funds in the 41st percentile of the customized peer group. The Manager reported that for three Index Strategy Funds the advisory fee paid put them in the 33rd percentile of the customized peer group. The Manager reported that for the AZL MVP BlackRock Global Allocation, AZL MVP DFA Multi-Strategy, AZL MVP T. Rowe Price Capital Appreciation, and for the AZL DFA Multi-Strategy Funds, the advisory paid fee was in the 10th percentile. 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 2013 through June 30, 2016. 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, 2016 were approximately $10.4 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, 2017, 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 an “interested persons” of the Trust within the meaning of that term under the 1940 Act. The Trustees and Officers of the Trust, their addresses, ages, their positions held with the Trust, their terms of office with the Trust and length of time served, their principal occupation(s) during the past five years, the number of portfolios in the Trust they oversee, and their other directorships held during the past five years are as follows:

Non-Interested Trustees(1)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Peter R. Burnim, Age 69

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/07   Consultant/Chair, various companies: Chairman, LDN Risk Management and subsidiaries, July 2015 to present; Chairman, Argus Investment Strategies Fund Ltd., February 2013 to present; Managing Director, iQ Venture Advisors, LLC. 2005 to present; Chairman, Northstar Group Holdings Ltd. Bermuda, 2011 to present; and Expert Witness, Massachusetts Department of Revenue, 2011 to present.   35  

Argus Group Holdings and Subsidiaries;

Northstar Group Holdings, NRIL, Sterling Centrecorp Inc.; Highland Financial Holdings; Bank of Bermuda NY; Sterling Trust (Cayman) Ltd.; and LDN Risk Management and Subsidiaries.

Peggy L. Ettestad, Age 59

5701 Golden Hills Drive

Minneapolis, MN 55416

  Lead
Independent
Trustee
  Since 10/14 (Trustee since 2/07)   Managing Director, Red Canoe Management Consulting LLC, 2008 to present   35   Luther College

Roger A. Gelfenbien, Age 73

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 10/99   Retired; Partner of Accenture 1983 to 1999   35   Virtus Funds (8 Funds)

Claire R. Leonardi, Age 61

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Chief Executive Officer, Health eSense Inc., 2015 to Present; CEO, Connecticut Innovations, Inc., 2012 to 2015; General Partner, Fairview Capital, L.P., 1994 to 2012   35  

reSet Social Enterprise Investment

Fund; Connecticut Technology Council; and Connecticut Bioscience Innovation Fund

Dickson W. Lewis, Age 68

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 2/04   Retired; 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   35   None

Arthur C. Reeds III, Age 72

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   35   Connecticut Water Service, Inc.

 

Interested Trustees(3)

 

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

Other
Directorships
Held Outside the
AZL Fund Complex

During Past 5 Years

Robert DeChellis, Age 49*

5701 Golden Hills Drive

Minneapolis, MN 55416

  Trustee   Since 3/08   President and CEO, Allianz Life Financial Services, LLC, 2007 to present   35   None

Brian Muench, Age 46

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   35   None

 

* Mr. DeChellis resigned from the Board of Trustees effective December 31, 2016, as a result of taking another position within Allianz.

 

18


Officers

 

Name, Address, and Age   

Positions

Held with

Allianz

VIP and VIP

FOF Trust

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

Brian Muench, Age 46

5701 Golden Hills Drive

Minneapolis, MN 55416

   President    Since 11/10    President, Allianz Investment Management LLC, November 2010 to present; Vice President, Allianz Life, April 2011 to present.

Michael Radmer, Age 71

Dorsey & Whitney LLP,

Suite 1500 50 South Sixth Street

Minneapolis, MN 55402-1498

   Secretary    Since 02/02    Senior Counsel (previously, Partner), Dorsey and Whitney LLP since 1976.

Bashir C. Asad, Age 54

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

   Treasurer, Principal Accounting Officer and Principal Financial Officer    Since 06/16    Senior Vice President, Citi Fund Services Ohio, Inc.

Chris R. Pheiffer, Age 48

5701 Golden Hills Drive

Minneapolis, MN 55416

   Chief Compliance Officer(4) and Anti- Money Laundering Compliance Officer    Since 02/14    Chief Compliance Officer of the VIP Trust and the FOF Trust, February 2014 to present; Deputy Chief Compliance Officer of the VIP Trust and the FOF Trust and Compliance Director, Allianz Life, February 2007 to February 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) 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.

The Fund’s Statement of Additional Information (“SAI”) contains additional information about the Fund’s Trustees and Officers. The SAI is available upon request, without charge, by calling toll free 1-800-624-0197.

 

19


LOGO

 

The Allianz VIP Funds are distributed by Allianz Life Financial Services, LLC.   
These Funds are not FDIC Insured.    ANNRPT1216 2/17


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.

 

(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.

 

(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.

 

     2016      2015  

(a)       Audit Fees

   $ 161,000      $ 163,000  

(b)      Audit-Related Fees

   $ 10,000      $ 5,500  

 

  The 2016 fees relate to the consent on Form N-1A for the annual registration statement and review of the Form N-14 filed with the Securities Exchange Commission paid to KPMG LLP. The 2015 fees relate to the review of post-effective registration statements paid to KPMG LLP.

 

     2016      2015  

(c)       Tax Fees

   $ 46,900      $ 42,000  

 

  The 2016 fees relate to the preparation of the registrant’s federal income tax returns and review of the final tax calculation and tax opinions and preparation of Form 966 for merged funds. The 2015 fees relate to the preparation of the registrant’s tax returns and review of capital gain distribution calculations and preparation of excise tax returns.

 

     2016      2015  

(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

 

     2016      2015  

4(g)    

   $ 56,900      $ 47,500  

 

     Aggregate non-audit fees billed by KPMG for services rendered to the Registrant and the investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provided ongoing services to the registrant.

 

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, Principal Executive Officer

 

Date   February 24, 2017

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, Principal Executive Officer

 

Date   February 24, 2017

 

By (Signature and Title)  

/s/ Bashir C. Asad

  Bashir C. Asad, Principal Financial Officer & Principal Accounting Officer

 

Date   February 24, 2017